FREESTAR TECHNOLOGY CORPORATION RESTRICTED STOCK AGREEMENT
Exhibit 10.4
FREESTAR
TECHNOLOGY CORPORATION
THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of ________, by
and between FREESTAR TECHNOLOGY CORPORATION, a Nevada corporation (the
“Company”), and _____________ (“Recipient”).
W
I T N E S S E T H
WHEREAS,
the Recipient provides or has provided services to the Company; and
WHEREAS,
the Board of Directors of the Company has determined that, as an material
inducement for Recipient in recognition of such services to the Company,
and
subject to the restrictions stated below, the Recipient should be granted
shares
of the Company’s Common Stock as set forth herein;
WHEREAS,
the Company regards Recipient as a valuable consultant or employee and
contributor to the Company and has determined that it would be in the interest
of the Company and its shareholders to issue the Restricted Stock provided
for
in this Agreement to Recipient as an incentive in connection with the services
by Recipient;
WHEREAS,
the Company has established a 2007 Directors and Employees Stock Plan, and
registered the shares under the Stock Plan pursuant to Form S-8 (the “S-8”);
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the
parties to this Agreement hereby agree as follows:
A
G R E E M E N T
1. Restricted
Stock Grant.
Subject
to the terms and conditions of this Agreement, the Company hereby grants
to
Recipient _____________________ shares of Common Stock of the Company herein
(the “Restricted Stock”). The parties acknowledge that the Restricted Stock is
being issued under, and has been registered pursuant to, the Company’s S-8.
2. Issuance
of Stock; Escrow.
As soon
as practicable, the Company shall cause the shares of Restricted Stock to
be
issued in the Recipient’s name. At the Company’s election, the Restricted Stock
may be held in the custody of the Company or its designee for the Recipient's
account until the shares are vested in accordance with Section 3 hereof and
shall be subject to the restrictions described herein.
3. Vesting.
(a) The
interest of the Recipient in the Restricted Stock shall vest as
follows:________________________.
(b) Notwithstanding
the foregoing, the interest of the Recipient in the Restricted Stock shall
vest
as to 100% of the then unvested Restricted Stock upon the Recipient's
termination of employment due to death.
4. Restrictions.
(a) No
portion of the Restricted Stock or rights granted hereunder may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of by
the
Recipient until such portion of the Restricted Stock becomes vested in
accordance with Section 3 of this Agreement. The period of time between the
date
hereof and the date all Restricted Stock becomes vested is referred to herein
as
the "Restriction Period."
(b) If
the
Recipient's employment with the Company is terminated for any reason (other
than
due to death as provided in Section 3 above), the balance of the Restricted
Stock subject to the provisions of this Agreement which have not vested at
the
time of the Recipient's termination of employment shall be forfeited by the
Recipient, and ownership transferred back to the Company.
5. Recipient
Shareholder Rights.
All
shares of Stock issued hereunder shall be deemed issued to Recipient as fully
paid and nonassessable shares, and Recipient shall have all rights of a
stockholder with respect thereto, including the right to vote, receive dividends
(including stock dividends), participate in stock splits or other
recapitalizations, and exchange such shares in a merger, consolidation or
other
reorganization;
provided, however,
that
dividends paid, if any, with respect to that Restricted Stock which has not
vested at the time of the dividend payment shall be subject to the same
restrictions that apply to the corresponding Restricted Stock.
6. Changes
in Stock.
In the
event that as a result of (a) any stock dividend, stock split or other change
in
the Restricted Stock, or (b) any merger or sale of all or substantially all
of
the assets or other acquisition of the Company, and by virtue of any such
change, the Recipient shall in his capacity as owner of unvested shares of
Restricted Stock which have been awarded to him (the "Prior Stock") be entitled
to new or additional or different shares or securities, such new or additional
or different shares or securities shall thereupon be considered to be unvested
Restricted Stock and shall be subject to all of the conditions and restrictions
which were applicable to the Prior Stock pursuant to this Agreement, subject
to
the full vesting of the Restricted Stock at the sole discretion of the Company
in accordance with Section 7 of the Stock Plan.
7. Taxes.
The
Recipient shall be liable for any and all taxes, including withholding taxes,
arising out of this grant or the vesting of Restricted Stock hereunder. The
Recipient may elect to satisfy such withholding tax obligation by having
the
Company retain Restricted Stock having a fair market value equal to the
Company's minimum withholding obligation.
8. Legends;
Stop Transfer.
All
certificates for shares of Restricted Stock shall bear substantially the
following legend: “The shares represented by this certificate are subject to a
Restricted Stock Agreement between the Corporation and the registered holder.
The shares may only be transferred in accordance with such agreement, a copy
of
which is on file with the Secretary of this Corporation.”
9. Successors.
This
Agreement shall be binding upon and inure to the benefit of any successor
or
successors of the Company. Where the context permits, “Recipient” as used in
this Agreement shall include Recipient’s executor, administrator or other legal
representative or the person or persons to whom Recipient’s rights pass by will
or the applicable laws of descent and distribution.
10. Spousal
Consent.
Recipient shall cause his or her spouse to execute a Consent of Spouse in
substantially the form of that attached hereto as Exhibit A
concurrently with the execution of this Agreement or, if later, at the time
Recipient becomes married.
11. Miscellaneous.
(a) The
Company shall not be required (i) to transfer on its books any shares of
Restricted Stock which shall have been sold or transferred in violation of
any
of the provisions set forth in this Agreement, or (ii) to treat as owner
of such
shares or to accord the right to vote as such owner or to pay dividends to
any
transferee to whom such shares shall have been so transferred.
(b) The
parties agree to execute such further instruments and to take such action
as may
reasonably be necessary to carry out the intent of this Agreement.
(c) Any
notice required or permitted hereunder shall be given in writing and shall
be
deemed effectively given upon delivery to the Recipient at his address then
on
file with the Company.
(d) This
Agreement shall not be construed so as to grant the Recipient any right to
remain an employee or consultant of the Company.
(e) This
agreement is to be construed in accordance with and governed by the internal
laws of the State of Nevada without giving effect to any choice of law rule
that
would cause the application of the laws of any jurisdiction other than the
internal laws of the State of Nevada to the rights and duties of the parties.
Each party submits to the exclusive jurisdiction and venue of any California
State or Federal court with respect to any controversy or claim arising out
of,
related to, or connected with this Agreement, the Stock Plan, its enforcement
or
interpretation.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Restricted Stock
Agreement as of the date first above written.
|
COMPANY:
FREESTAR
TECHNOLOGY CORPORATION
|
RECIPIENT:
|
|
By:
▇▇▇▇
▇▇▇▇, President
|
By:
, an individual
|
EXHIBIT
A
CONSENT
OF SPOUSE
I,
_____________________, spouse of ____________, have read and approved the
foregoing Agreement. In consideration of the grant to my spouse of shares
of
FREESTAR
TECHNOLOGY CORPORATION
as set
forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact
in
respect to the exercise of any rights under the Agreement insofar as I may
have
any rights under the community property laws or similar laws relating to
marital
property in effect in the state of our residence as of the date of the signing
of the foregoing Agreement.
| Dated: __________________, 2007 | |
| (signature) |