RESTRICTED STOCK AWARD
REGENT TECHNOLOGIES, INC.
THIS RESTRICTED STOCK AWARD AGREEMENT is made this ___ day of December,
2007, by and between ___________ (the "Participant") and Regent Technologies,
Inc., a Colorado corporation (the "Company").
WHEREAS, in connection with the Participant's election as a Director
of the Company or a subsidiary of the Company, the Board of Directors of the
Company authorized and directed the Company to make an award of stock to each
Director as compensation and motivation to exert their best efforts on behalf
of the Company and its subsidiaries.
NOW THEREFORE, in consideration of the foregoing and the mutual
undertakings herein contained, the parties agree as follows:
1. Grant of Stock. In accordance with the terms, conditions and
restrictions contained in this Agreement, the Company hereby grants to the
Participant up to 500,000 shares (the "Shares") of the Company's common stock,
$0.01 par value (the "Common Stock"). As long as the Shares are subject to
the vesting requirement set forth in Section 2 of this Agreement, such shares
shall be deemed to be, and are referred to in this Agreement as, the
"Unissued Restricted Shares." Participant agrees (i) that the Shares will not
be sold except pursuant to an effective registration statement under the
Securities Act of 1933 (the "Act"), as amended, or pursuant to an exemption
from registration under such Act, and (ii) that such Participant has acquired
the Shares for the Participant's own account and not with a view to the
distribution thereof.
2. Certificates for Shares and Vesting. Certificates evidencing
Restricted Shares shall bear a legend reflecting the restrictions provided
herein. The Restricted Shares vest based on the date of first service by the
Participant as a Director and shall be granted and effective as follows: (a)
upon the execution of this stock award agreement, the initial stock grant
shall be the greater of 25,000 shares or a quantity of shares equal to the
product of 500,000 multiplied by the ratio of months served through June 30,
2007 divided by 36, and (b) beginning December 31, 2007, the stock grants
shall vest in increments of 75,000 shares every six months if the Participant
is continuing to serve as a Director with the final distribution of the
balance of 500,000 shares vesting and granted as of December 31, 2009.
3. Adjustments in Restricted Shares. In the event of any change
in the outstanding Common Stock by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like, the Board shall make equitable adjustments in the
Restricted Shares. Any new, additional or different securities to which the
Participant shall be entitled in respect of Restricted Shares by reason of
such adjustment shall be deemed to be Restricted Shares and shall be subject
to the same terms, conditions, and restrictions as the Restricted Shares so
adjusted.
4. Restrictions. During applicable periods of restriction determined
in accordance with Section 6 of this Agreement, Restricted Shares and all
rights with respect to such Shares, may not be sold, assigned, transferred,
exchanged, pledged, hypothecated or otherwise encumbered or disposed of (such
limitations on transferability and risk of forfeiture being herein referred
to as "Restrictions"), but Participant shall have all other rights of a
stockholder, including, but not limited to, the right to vote and receive
dividends on Restricted Shares.
5. Forfeiture of Unissued Restricted Shares. In the event that the
Participant declines to serve as a Director of the Company or its subsidiaries
for any reason, such event shall constitute an "Event of Forfeiture" and all
Shares which at that time are Unissued Restricted Shares shall thereupon be
forfeited without payment of any consideration by the Company, and neither
the Participant nor any successor, heir, assign or personal representative of
the Participant shall have any right, title or interest in or to such
Unissued Restricted Shares.
6. Lapse of Restrictions. The Restrictions on the Shares granted
and delivered under this Agreement shall lapse on the first anniversary of
the date of the issuance and delivery, subject to Rule 144 of the Act.
Upon lapse of the Restrictions in accordance with this Section, the Company
shall, as soon as practicable thereafter, deliver an unrestricted certificate
for the Shares with respect to which such Restrictions have lapsed.
7. Withholding and Tax Requirements. Whenever payments hereunder
are to be made in cash, or Restrictions lapse with respect to Restricted
Shares, the Company shall have the right to withhold from sums due to the
Participant (or to require the Participant to remit to the Company) an amount
sufficient to satisfy any Federal, state or local withholding tax requirements
prior to making such payments or delivering any certificate evidencing such
Shares. The Participant acknowledges that they have sought and received such
tax advise as they deemed necessary and appropriate with respect to the
issuance of shares herein, that the Company has not provided any tax counsel
in connection with the issuance and that Participant is solely responsible for
any tax arising from the receipt of the Shares.
8. Effect of Grant. Nothing contained in this Agreement shall confer
upon the Participant the right to continue as a Director of the Company.
9. Amendment. This Agreement may not be amended except with the
consent of the Board and by a written instrument duly executed by the
Participant and the Company.
10. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their heirs, personal
representatives, successors and assigns. Participant accepts the award of
Shares hereunder subject to all of the terms and conditions thereof and of
this Agreement. Participant hereby agrees to accept as binding, conclusive
and final all decisions and interpretations of the Board upon any questions
arising under this Agreement.
IN WITNESS WHEREOF, the Company and the Participant have each executed
and delivered this Agreement as of the date first above written.
[signatures]
