Exhibit 10.1
FORM OF RESTRICTED STOCK AWARD AGREEMENT
Applied Innovation Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
(000) 000-0000
Employee Name and Address:
________________________________________________________________________________
________________________________________________________________________________
Number of Restricted Shares Subject to Award: __________________________________
Date of Award Grant: ___________________________________________________________
Applied Innovation Inc., a Delaware corporation (the "Company"), hereby
grants to the individual whose name appears above (the "Employee") a Restricted
Stock Award (the "Award") of that number of shares of its Common Stock, without
par value (the "Restricted Shares"), set forth above, subject to all of the
terms and conditions set forth in this Restricted Stock Award Agreement (this
"Agreement") and the Company's 2001 Stock Incentive Plan, as amended (the
"Plan"). All terms and conditions set forth in Annex I hereto and the Plan are
deemed to be incorporated herein in their entirety. Undefined capitalized terms
used in this Agreement shall have the meanings set forth in the Plan.
1. VESTING PROVISIONS.
(a) Provided that the Employee is employed by the Company on such date, the
Employee's Restricted Shares will be issued (subject to tax withholding) and
become vested ____________________________________.
(b) In the event of the Employee's termination of employment with the
Company for any reason before all of the Employee's Restricted Shares have
become vested under this Award, the Employee's Restricted Shares that have not
been issued and have not vested shall be forfeited on the effective date of the
termination of employment.
(c) The Company will not have any further obligations to the Employee under
this Award if the Employee's Restricted Shares are forfeited as provided herein.
2. GENERAL
By signing below, you agree that this award is governed by this Agreement
and by the terms and conditions contained in the Plan, as amended from time to
time and incorporated into
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this Agreement by reference. A copy of the Plan is available upon request by
contacting the Human Resources Department at the Company's executive offices.
APPLIED INNOVATION INC.
By:
--------------------------------- ----------------------------------------
Date
Name:
-------------------------------
Its:
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EMPLOYEE
------------------------------------- ----------------------------------------
Employee Signature Date
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ANNEX I TO RESTRICTED STOCK AWARD AGREEMENT
TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD
1. Issuance of Restricted Stock. The Company, or its transfer agent, will
issue and deliver the vested portion of the Restricted Shares to the Employee as
soon as practicable after the Restricted Shares become vested, subject to
payment of the applicable withholding tax liability as set forth below. If the
Employee dies before the Company has distributed any portion of the vested
Restricted Shares, the Company will transfer any vested Restricted Shares in
accordance with the Employee's will or, if the Employee did not have a will, the
vested Restricted Shares will be distributed in accordance with the laws of
descent and distribution.
2. Withholding Taxes. Notwithstanding anything in this Agreement to the
contrary, no certificate representing Restricted Stock shall be delivered unless
and until Employee shall have delivered to the Company or its designated
Affiliate, the full amount of any federal, state or local income and other
withholding taxes. The Company is permitted to withhold a number of shares of
Restricted Stock equal in value to Employee's withholding obligations and to pay
this amount to the Internal Revenue Service on Employee's behalf.
3. Non-transferability of Award. Until the Restricted Shares have vested as
set forth on page 1 of this Agreement, the Restricted Shares granted herein and
the rights and privileges conferred hereby may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated (by operation of law
or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of such award, or of any right or privilege conferred hereby,
contrary to the provisions of the Plan or of this Agreement, or upon any
attempted sale under any execution, attachment or similar process upon the
rights and privileges conferred hereby, such award and the rights and privileges
conferred hereby shall immediately become null and void.
4. Conditions to Issuance of Shares. The shares of stock deliverable to the
Employee may be either previously authorized but unissued shares or issued
shares, which have been reacquired by the Company. The Company shall not be
required to issue any certificate or certificates for shares of stock hereunder
prior to fulfillment of all of the following conditions: (a) the admission of
such shares to listing on all stock exchanges on which such class of stock is
then listed; (b) the completion of any registration or other qualification of
such shares under any State or Federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
body, which the Compensation Committee of the Company's Board of Directors (the
"Compensation Committee") shall, in its absolute discretion, deem necessary or
advisable; (c) the obtaining of any approval or other clearance from any State
or Federal governmental agency, which the Compensation Committee shall, in its
absolute discretion, determine to be necessary or advisable; and (d) the lapse
of such reasonable period of time following the date of grant of the Restricted
Shares as the Compensation Committee may establish from time to time for reasons
of administrative convenience.
5. No Rights as Stockholder. Until the Restricted Shares have vested and
have been issued, Employee shall not have any rights of a stockholder of the
Company with respect to the Restricted Shares, including any right to vote such
Restricted Shares or to receive dividends and distributions on such Restricted
Shares.
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6. Plan Governs. This Agreement and the rights of Employee hereunder are
subject to all the terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Agreement and one or more provisions of
the Plan, the provisions of the Plan shall govern.
7. No Right to Continued Employment. The Employee understands and agrees
that this Agreement does not impact in any way the right of the Company, or any
Affiliate of the Company employing the Executive, to terminate the employment of
Employee at any time for any reason whatsoever, with or without cause.
8. Addresses for Notices. Any notice to be given to the Company under the
terms of this Agreement shall be addressed to the Company, in care of the
Compensation Committee, at Applied Innovation Inc., 0000 Xxxxxxxxxx Xxxxx,
Xxxxxx, Xxxx 00000, or at such other address as the Company may hereafter
designate in writing. Any notice to be given to the Employee shall be addressed
to the Employee at the address set forth on page 1 of this Agreement, or at such
other address for the Employee maintained on the books and records of the
Company.
9. Captions. Captions provided herein are for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.
10. Agreement Severable. In the event that any provision in this Agreement
shall be held invalid or unenforceable, such provision shall be severable from,
and such invalidity or unenforceability shall not be construed to have any
effect on, the remaining provisions of this Notice and Agreement.
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