WELWIND ENERGY INTERNATIONAL CORPORATION STOCK AWARD AGREEMENT FOR STOCK UNITS
2008
EQUITY INCENTIVE PLAN
STOCK
AWARD AGREEMENT FOR
STOCK UNITS
Unless
otherwise defined herein, capitalized terms shall have the defined meaning
set
forth in the Welwind Energy International Corporation 2008 Equity Incentive
Plan.
1. NOTICE
OF STOCK UNIT GRANT
You
have
been granted Stock Units, subject to the terms and conditions of the Plan
and
this Stock Award Agreement, as follows:
| Name of Awardee: | |
| Total Number of Stock Units Granted: | |
| Grant Date: | |
| Vesting Commencement Date: | |
|
Vesting
Schedule:
|
The
first [25%]
of the Stock Units
subject to this Stock Award Agreement shall vest [on the
Vesting
Commencement Date], and
[25%]
of the Stock Units
subject to this Stock Award Agreement shall vest [each year
thereafter],
subject to the Awardee continuing to be a Service Provider on such
dates.
|
2. AGREEMENT
2.1 Grant
of Stock Units.
Pursuant to the terms and conditions set forth in this Stock Award Agreement
(including Section 1 above) and the Plan, the Administrator hereby grants
to the Awardee named in Section 1, on the Grant Date set forth in
Section 1, the number of Stock Units set forth in
Section 1.
2.2 Purchase
of Stock
Units. No payment of cash is required for the Stock Units.
2.3 Vesting/Delivery
of
Shares.
General.
The Awardee
shall vest in the granted Stock Units in accordance with the vesting schedule
set forth in Section 1 above; provided, however, that the Awardee shall
cease vesting in the granted Stock Units upon the Awardee's Termination of
Service. [Notwithstanding
the
foregoing, the Awardee shall vest in all granted Stock Units if the Company
is
subject to a Change in Control before the Awardee's Termination of Service,
and
the Awardee is subject to a Termination of Service resulting from: (i) the
Awardee's involuntary discharge by the Company (or the Affiliate employing
him
or her) for reasons other than Xxxxx (defined below), death or Disability;
or
(ii) the Awardee's resignation for Good Reason (defined below) in anticipation
of or within 24 months after the Change in Control.] Within [60]
days following the date on
which the Awardee vests in a Stock Unit, the Company shall deliver to the
Awardee one Share for each Stock Unit in which the Awardee becomes vested
and
such Stock Unit shall terminate.
[The
term "Cause" shall mean (1) the
Awardee's theft, dishonesty, or falsification of any documents or records
of the
Company or any Affiliate; (2) the Awardee's improper use or disclosure of
confidential or proprietary information of the Company or any Affiliate that
results or will result in material harm to the Company or any Affiliate;
(3) any
action by the Awardee which has a detrimental effect on the reputation or
business of the Company or any Affiliate; (4) the Awardee's failure or inability
to perform any reasonable assigned duties after written notice from the Company
or an Affiliate, and a reasonable opportunity to cure, such failure or
inability; (5) any material breach by the Awardee of any employment or service
agreement between the Awardee and the Company or an Affiliate, which breach
is
not cured pursuant to the terms of such agreement; (6) the Awardee's conviction
(including any plea of guilty or nolo contendere) of any criminal act which
impairs the Awardee's ability to perform his or her duties with the Company
or
an Affiliate; or (7) violation of a material Company policy. The term "Good
Reason" shall mean, as determined by the Administrator, (A) a material adverse
change in the Awardee's title, stature, authority, or responsibilities with
the
Company (or the Affiliate employing him or her); (B) a material reduction
in the
Awardee's base salary or annual bonus opportunity; or (C) receipt of notice
that
the Awardee's principal workplace will be relocated by more than 50
miles.]
1
2.4 Forfeiture
of Stock
Units. The unvested Stock Units shall automatically be forfeited upon the
Awardee's Termination of Service.
2.5 No
Interest in Company
Assets. The Awardee shall have no interest in any fund or specific asset
of the Company by reason of the Stock Units.
2.6 No
Rights as a Stockholder
Before Delivery. The Awardee shall not have any right, title, or interest
in, or be entitled to vote or receive distributions in respect of, or otherwise
be considered the owner of, any of the shares of Common Stock covered by
the
Stock Units.
2.7 Regulatory
Compliance. The issuance of Common Stock pursuant to this Stock Award
Agreement shall be subject to full compliance with all applicable requirements
of law and the requirements of any stock exchange or interdealer quotation
system upon which the Common Stock may be listed or traded.
2.8 Withholding
Tax. The
Company's obligation to deliver any Shares upon vesting of Stock Units shall
be
subject to the satisfaction of all applicable federal, state, local, and
foreign
income and employment tax withholding requirements. The Awardee shall pay
to the
Company an amount equal to the withholding amount (or the Company may withhold
such amount from the Awardee's salary) in cash. At the Administrator's
discretion, the Awardee may pay the withholding amount with Shares; provided,
however, that payment in Shares shall be limited to the withholding amount
calculated using the minimum statutory withholding rates.
2.9 Plan.
This Stock Award Agreement is subject
to all provisions of the Plan, receipt of a copy of which is hereby acknowledged
by the Awardee. The Awardee shall accept as binding, conclusive, and final
all
decisions and interpretations of the Administrator upon any questions arising
under the Plan and this Stock Award Agreement.
2.10 Successors.
This
Stock Award Agreement shall inure to the benefit of and be binding upon the
parties hereto and their legal representatives, heirs, and permitted successors
and assigns.
2.11 Restrictions
on
Transfer. The Stock Units may not be sold, assigned, transferred,
pledged, or otherwise encumbered, whether voluntarily or involuntarily, by
operation of law or otherwise. No right or benefit under this Agreement shall
be
subject to transfer, anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge, whether voluntary, involuntary, by operation of law
or
otherwise, and any attempt to transfer, anticipate, alienate, sell, assign,
pledge, encumber, or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities, or torts of the person entitled to such benefits. Any assignment
in
violation of this Section 2.11 shall be void.
2.12 Restrictions
on
Resale. The Awardee agrees not to sell any Shares that have been issued
pursuant to the vested Stock Units at a time when Applicable Laws, Company
policies, or an agreement between the Company and its underwriters prohibit
a
sale. This restriction shall apply as long as the Awardee is a Service Provider
and for such period after the Awardee's Termination of Service as the
Administrator may specify.
2
2.13 Section
409A.
Notwithstanding anything herein or in the Plan to the contrary, this Stock
Award
Agreement is intended to comply with the requirements of Section 409A of
the
Code, and shall be interpreted in a manner consistent with that
intention.
2.14 Entire
Agreement; Governing
Law. This Stock Award Agreement and the Plan constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
the
Awardee with respect to the subject matter hereof, and may not be modified
adversely to the Awardee's interest except by means of a writing signed by
the
Company and the Awardee. This Stock Award Agreement is governed by the internal
substantive laws, but not the choice of law rules, of Delaware.
2.15 No
Guarantee of Continued
Service. The vesting of the Stock Units pursuant to the vesting schedule
hereof is earned only by continuing as a Service Provider at the will of
the
Company (and not through the act of being hired or being granted Stock Units).
This Stock Award Agreement, the transactions contemplated hereunder, and
the
vesting schedule set forth herein constitute neither an express nor implied
promise of continued engagement as a Service Provider for the vesting period,
for any period, or at all, and shall not interfere with Awardee's right or
the
Company's right to terminate Awardee's relationship as a Service Provider
at any
time, with or without Cause.
By
the
Awardee's signature and the signature of the Company's representative below,
the
Awardee and the Company agree that this Award is granted under and governed
by
the terms and conditions of this Stock Award Agreement and the Plan. The
Awardee
has reviewed this Stock Award Agreement and the Plan in their entirety, has
had
an opportunity to obtain the advice of counsel before executing this Stock
Award
Agreement and fully understands all provisions of this Stock Award Agreement
and
the Plan. The Awardee hereby agrees to accept as binding, conclusive and
final
all decisions or interpretations of the Administrator upon any questions
relating to this Stock Award Agreement and the Plan.
The
Awardee further agrees that the Company may deliver by email all documents
relating to the Plan or this Award (including prospectuses required by the
Securities and Exchange Commission) and all other documents that the Company
is
required to deliver to its security holders (including annual reports and
proxy
statements). The Awardee also agrees that the Company may deliver these
documents by posting them on a web site maintained by the Company or by a
third
party under contract with the Company.
| AWARDEE: | WELWIND ENERGY INTERNATIONAL CORPORATION | ||
| |
By:
|
||
| Signature | |||
| |
Its: | ||
| Printed Name | |||
| |
|||
| Residence Address |
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