POWERTRADER, INC.
RESTRICTED STOCK AGREEMENT
Date of Grant: October 24, 1996 Number of Shares: 350,000
AGREEMENT, effective as of the Date of Grant set forth above, between
POWERTRADER, INC., a Delaware corporation (the "Company"), and Peridot
International Enterprises Ltd. ("Grantee").
WHEREAS, Grantee is a valued and trusted key consultant of PowerTrader
Software, Inc. a subsidiary of the Company ("PSI"); and
WHEREAS, the Company intends to issue shares of its common stock to
Grantee in fulfillment of its obligations under a certain Consultant Agreement
effective as of October 24, 1996, in order that Grantee thereby may be induced
to acquire and maintain an ownership interest in the Common Stock and to work
for the success of the Company and PSI;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants contained herein, the parties hereto agree as follows:
1. Restricted Stock Award. The Company hereby issues to Grantee,
subject to the conditions and restrictions set forth in this Agreement, that
number of shares of the Common Stock of the Company, par value $.0001 per share,
identified above opposite the heading "Number of Shares" (the "Shares"). The
Shares will be delivered to Grantee as of the Grant Date, provided, however,
that a certificate or certificates representing the Shares will not be issued to
Grantee until such later date as is identified in Section 4 hereof.
2. Vesting/Restrictions on Transfer. Subject to the exceptions and
limitations set forth elsewhere herein, the Shares and rights relating thereto
may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, and Grantee agrees not to sell, assign, transfer, pledge,
hypothecate or otherwise dispose of such Shares or rights, prior to the vesting
of such Shares and simultaneous lapse of such restrictions on transfer, which
vesting shall occur, with respect to the Shares, in three annual installments in
accordance with the following schedule:
(i) One Hundred Thousand (100,000) shares on October 24, 1997;
(ii) One Hundred and Fifty Thousand (150,000) shares on October 24,
1998; and
(iii) One Hundred Thousand (100,000) shares on October 24, 1999.
Notwithstanding the foregoing, the Board of Directors of the Company may, in its
sole discretion, at any time or from time to time and with respect to any or all
of the Shares, accelerate the vesting of such Shares and removal of such
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restrictions on transfer with respect thereto, if in its judgment the
performance of Grantee has warranted such action or such action is in the best
interests of the Company.
3. Possible Forfeiture Prior to Vesting. If Grantee's consulting
relationship with PSI shall cease for any reason prior to the vesting of some or
all of the Shares and the simultaneous lapsing of all restrictions on transfer
thereof, Grantee shall thereafter immediately forfeit any and all such unvested
Shares and rights to such Shares, and the full ownership of the unvested Shares
shall thereafter revert to the Company. Upon such forfeiture, Grantee shall not
be entitled to receive from the Company reimbursement of any portion of the
purchase price paid by Grantee for the Shares.
4. Certificates. Certificates representing the Shares will be held by
the Company or by its transfer agent, together with a stock power to be executed
by Grantee in favor of the Company, until such time as the restrictions on
transfer of the Shares set forth in Section 2 of this Agreement lapse or are
removed, at which time a certificate or certificates for those Shares as to
which such restrictions have then lapsed or been removed will be issued to
Grantee.
5. Dividends and Voting. From and after the Date of Grant with respect
to any particular Shares and prior to any subsequent forfeiture of such Shares
by Grantee, Grantee shall be treated as the sole beneficial owner of such
Shares, having all rights of a common stockholder of the Company with respect
thereto, except as may otherwise be set forth in this Agreement. In particular,
Grantee shall be entitled to receive all dividends, whether in stock or in cash,
declared on or with respect to any Shares and to exercise all voting rights with
respect thereto, if the record date for such dividends or for the exercise of
such voting rights occurs on or after the Date of Grant of such Shares and prior
to any subsequent transfer or forfeiture of such Shares by Grantee. In the event
of subsequent forfeiture of any of the Shares by Grantee, Grantee shall not be
required to return to the Company any such dividends or distributions previously
paid to Grantee with respect to such Shares.
6. Adjustments. In the event of any change in the outstanding shares of
Common Stock of the Company by reason of any stock dividend or stock split,
recapitalization, merger, sale, consolidation, spinoff, reorganization,
combination, delivery of stock rights or warrants, exchange of shares, or other
similar corporate change, an appropriate adjustment will be made by the Board of
Directors of the Company to the number of Shares, consistent with equitable
considerations; provided, however, that if the Company shall deliver additional
shares of Common Stock for consideration, no such adjustment shall be made. No
such adjustment may materially change the value of benefits available to Grantee
as a result of the prior award of the Shares.
7. Investment Intent. Grantee agrees that Grantee is acquiring the
Shares for investment and not with a view to the sale or distribution thereof
and that the Shares may not be sold, pledged, assigned or transferred in whole
or in part except in compliance with all applicable federal and state securities
laws.
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8. Effect on Employment. The grant of the Shares and rights thereto
provided for herein shall in and of itself not confer upon Grantee any right to
continue its relationship with the Company or its subsidiaries or to continue to
perform services for the Company or its subsidiaries or shall not in any way
interfere with the right of PSI to terminate the services of Grantee as a
consultant at any time. Grantee and the Company agree that Grantee's
relationship with PSI will be governed by the Consultant Agreement.
9. Withholding. To the extent that the vesting of Shares granted
hereunder may obligate the Company to pay withholding taxes on behalf of
Grantee, the Company will pay the minimum amount of such withholding taxes then
due, and will (i) apply to such payment such amounts withheld by PSI from
Grantee's fees and delivered by PSI to the Company for such purpose or (ii)
apply to such payment funds then delivered by Grantee to the Company for such
purpose.
10. Applicable Law. This Agreement will be governed by and construed
in accordance with the substantive laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have, by a duly authorized
representative, executed this Agreement as of the 27th day of December, 1996.
POWERTRADER, INC.
By:/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President, Chairman
and Chief Executive Officer
PERIDOT INTERNATIONAL ENTERPRISES, LTD
By:/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, President
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