EXHIBIT 10.1
XXXXXXX TECHNOLOGY COMPANY, INC.
2005 EQUITY COMPENSATION PLAN
[FORM OF] Restricted Stock Award Agreement
This Award Agreement evidences the grant of restricted Shares pursuant to the
2005 Equity Compensation Plan (the "Plan") of Xxxxxxx Technology Company, Inc.
(the "Company") to the individual whose name appears below (the "Grantee"),
pursuant to the provisions of the Plan and on the following express terms and
conditions (capitalized terms not otherwise defined herein shall have the
meaning set forth in the Plan):
1. Name of Grantee: [First Name] [Last Name]
2. Number of Restricted Shares: [Amount]
3. Grant Date: [Date]
4. Vesting: As provided in Section 4.6 of the Plan, the restricted Shares
shall become vested in three equal annual installments commencing on the
first anniversary date of the Grant Date, subject to accelerated vesting
upon a Change in Control.
5. Termination: Upon the termination of the Grantee's employment or
directorship for any reason, restricted Shares that are not then vested
will be immediately forfeited to the Company for no consideration.
6. Transferability: Restricted Shares that have not become vested may not be
transferred, assigned, pledged, hypothecated or otherwise disposed of.
However, although unvested, such Shares shall carry voting rights and
dividend rights.
7. Stock Certificates: Until the applicable vesting date, certificates
representing restricted Shares shall be issued in the name of the Grantee,
but held in the physical possession of the Company. Grantee shall execute
in blank the stock power attached hereto as Annex I, allowing the Company
to transfer the restricted Shares in the event they are forfeited pursuant
to paragraph 5 above.
A copy of the Plan, and other materials required to be delivered or made
available to the Grantee, will be delivered or made available electronically,
provided that upon request of the Grantee, the Company will deliver to the
Grantee paper copies of such materials.
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XXXXXXX TECHNOLOGY COMPANY, INC. Agreed to and Accepted by:
By:
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Xxxxxx X. Xxxxx [First Name] [Last Name]
Chairman and CEO
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Xxxxx X
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STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto Xxxxxxx Technology Company, Inc. (the "Company"), _________________ shares
of common stock, $0.01 par value per share, of the Company, registered in the
name of the undersigned on the books and records of the Company, and does hereby
irrevocably constitute and appoint the Corporate Secretary of the Company as
attorney to transfer the said stock on the books of the Company with full power
of substitution in the premises.
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Signed (Signature should be in exact form
as on stock certificate)
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Date
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