EXHIBIT 10.72
U.S. HELICOPTER CORPORATION
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
U.S. Helicopter Corporation, a Delaware corporation ("Company") hereby
awards you (the "Grantee" named below) restricted shares of the Company's Common
Stock, par value $.001 per share ("Shares"), subject to the forfeiture
provisions and other terms of this Agreement. This award is being made pursuant
to the U.S. Helicopter Corporation 2004 Stock Incentive Plan (the "Plan"). The
Shares will be delivered to you on the Vesting Dates set forth below, provided
that you serve as a director of the Company or are employed by, or render
services to, the Company or any of its Subsidiaries (such service or employment
being hereinafter referred to as "Service") on the applicable Vesting Date.
Please read this Agreement carefully and return one copy as requested below.
Unless otherwise provided in this Agreement, capitalized terms have the meanings
specified in the Plan.
GRANTEE NO. OF SHARES GRANT DATE VESTING DATE(S)
------- ------------- ---------- ---------------
VESTING: The Shares will vest on September 30, 2007 or, if earlier, upon a
Change in Control of the Company (the "Vesting Dates"), subject, however, to the
forfeiture provisions set forth below. Notwithstanding the foregoing, you may
elect, by filing a written election with the Company prior to the date of a
Change of Control, to waive all or a portion of your rights to vest in this
award by reason of the Change of Control. If your Service terminates because of
your death or Disability, then all the Shares issuable under this award will
vest upon termination of your Service. Notwithstanding the provisions of the
Plan, no unvested Shares will vest by virtue of your Retirement.
CERTIFICATES: Certificates evidencing the Shares shall be issued by the
Company and shall be registered in your name on the stock transfer books of the
Company promptly after the date hereof, but shall remain in the physical custody
of the Company or its designee at all times prior to, in the case of any
particular Shares, the applicable Vesting Date. As a condition to the receipt of
this award, you shall deliver to the Company a stock power, duly endorsed in
blank, relating to the Shares. On each Vesting Date (or promptly thereafter) the
Company will deliver to you a certificate representing the Shares which have
vested on such date.
RIGHTS AS A SHAREHOLDER: You shall be the record owner of the Shares
unless and until such shares are forfeited pursuant to the terms hereof or sold
or otherwise disposed of, and as record owner shall be entitled to all rights of
a common stock holder of the Company, including, without limitation, voting
rights, if any, with respect to the Shares; provided that any cash or in-kind
dividends paid with respect to the Shares shall be withheld by the Company and
shall be paid to you, without interest, only when, and if, such Shares shall
become vested. As soon as practicable following the vesting of any Shares, any
cash dividends or in-kind dividends credited to your account with respect to
such Shares shall be delivered to you or your beneficiary along with the stock
power relating thereto.
RESTRICTIVE LEGEND: All certificates representing the Shares shall have
affixed thereto a legend in substantially the following form, in addition to any
of the legends that may be required under federal or state securities laws:
TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED
HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE U.S.
HELICOPTER CORPORATION 2004 STOCK INCENTIVE PLAN AND A
RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF MARCH 30,
2006, BETWEEN U.S. HELICOPTER CORPORATION AND _______. A
COPY OF SUCH PLAN AND AGREEMENT IS ON FILE AT THE
OFFICES OF U.S. HELICOPTER CORPORATION.
TRANSFERABILITY: The Shares may not at any time prior to the Vesting Date
(as to any particular share) be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by you and such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.
FORFEITURE OF SHARES: In the event of the termination of your Service for
any reason (other than as a result of death or Disability), then all unvested
Shares will be forfeited as of the date of termination of your Service, and any
rights to such forfeited Shares will immediately cease.
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REGISTRATION RIGHTS: The Grantee shall have the registration rights set
forth in Exhibit A hereto, the terms of which are incorporated by reference.
TAXES: You must pay all applicable U.S. federal, state and local taxes
resulting from the grant of this award or the issuance of Shares upon vesting of
this award. The Company has the right to withhold all applicable taxes due upon
the vesting of this award (by payroll deduction or otherwise) from the proceeds
of this award or from future earnings (including salary, bonus, director's fees
or any other payments.)
CONDITIONS: This award is governed by and subject to the terms and
conditions of the Plan, which contains important provisions of this award and
forms a part of this Agreement. A copy of the Plan is being provided to you or
is available upon request. If there is any conflict between any provision of
this Agreement and the Plan, this Agreement will control, unless the provision
is not permitted by the Plan, in which case the provisions of the Plan will
apply. Your rights and obligations under this Agreement are also governed by and
are subject to applicable U.S. laws.
ACKNOWLEDGEMENT: To acknowledge receipt of this award, please complete the
information below, sign and return one copy of this Agreement to the Company,
Attention: Xxxx X. Xxxxxx.
U.S. HELICOPTER CORPORATION Complete Grantee Information Below:
Home Address:
By:____________________________________ ___________________________________
Xxxx X. Xxxxxx, President & CEO
Dated: March 30, 2006 ___________________________________
Social Security Number:
___________________________________
Grantee Signature:
___________________________________
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EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
(a) Subject to the terms and conditions of this agreement (the
"Agreement"), the Company shall prepare and file, no later than July 31, 2006
(the "Scheduled Filing Deadline"), with the SEC a registration statement on Form
S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the 1933
Act (the "Initial Registration Statement") for the registration for the resale
by the Grantee of the Shares (the "Registrable Securities"). The Company shall
cause the Registration Statement to remain effective until the earlier of (i)
the Registrable Securities have been sold, or (ii) the date the Registrable
Securities become eligible for sale without restriction under Rule 144(k)
promulgated under the Securities Act of 1933.
(b) Effectiveness of the Initial Registration Statement. The Company
shall use its best efforts (i) to have the Initial Registration Statement
declared effective by the SEC no later than one hundred eighty (180) days after
the filing thereof (the "Scheduled Effective Deadline") and (ii) to insure that
the Initial Registration Statement and any subsequent Registration Statement
remains in effect until all of the Registrable Securities have been sold,
subject to the terms and conditions of the Agreement, but not later than the
point in time that Section 144(k) becomes available for resale of the
Registrable Securities.
(c) If and whenever the Company is required by the provisions of
this Agreement to effect the registration of the Shares under the Securities
Act, the Company will:
(i) furnish to the Grantees participating in such registration
such reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as the Grantees may
reasonably request in order to facilitate the sale of such shares;
(ii) notify the Grantees participating in such registration,
promptly after it shall receive notice thereof, of the time when such
registration statement has become effective or a supplement to any prospectus
forming a part of such registration statement has been filed;
(iii) notify such Grantees promptly of any request by the
Commission for the amending or supplementing of such registration statement or
prospectus or for additional information;
(iv) prepare and promptly file with the Commission and
promptly notify such Grantees of the filing of such amendment or supplement to
such registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event shall
have occurred as the result of which any such prospectus or any other prospectus
as then in effect would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances in which they were made, not misleading; and
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(v) advise such Grantees, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.
(d) With respect to a registration required pursuant to the
Agreement, all fees, costs and expenses of and incidental to such registration,
shall be borne by the Company, including all registration, filing, printing
expenses, fees and disbursements of counsel and accountants for the Company, and
all legal fees and disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdictions in which the Shares to be
offered are to be registered and qualified. Fees and disbursements of counsel
and accountants for the participating Grantees and any other expenses incurred
by the participating Grantees shall be borne by the Company; provided that the
fees and disbursements of counsel to the participating Grantees shall not exceed
$5,000 in connection with a registration required under the Agreement.
(e) The Company will indemnify and hold harmless the Grantee whose
Shares are included in a registration statement pursuant to the provisions of
the Agreement and any underwriter for such Grantee from and against, and will
reimburse such Grantee and each such underwriter with respect to, any and all
loss, damage, liability, cost and expense to which such Grantee or any such
underwriter may become subject under the Securities Act or otherwise, insofar as
such losses, damages, liabilities, costs or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, damage, liability,
cost or expenses arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
information furnished by such Grantee or such underwriter in writing for use in
the preparation thereof.
(f) The Grantee whose Shares are included in a registration pursuant
to the provisions of the Agreement will indemnify and hold harmless the Company,
any successor entity of the Company, its directors and officers, any controlling
person and any underwriter from and against, and will reimburse the Company, its
directors and officers, any controlling person and any underwriter with respect
to, any and all loss, damage, liability, cost or expense to which the Company or
any controlling person and/or any underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, damages, liabilities, costs
or expenses are caused by any untrue statement or alleged untrue statement of
any material fact contained in such registration statement, any prospectus
contained therein or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, in each case
to the extent that such untrue statement or alleged untrue statement or omission
or alleged omission was so made in reliance upon and in conformity with written
information furnished by or on behalf of such Grantee for use in the preparation
thereof. The maximum aggregate liability of the Grantee pursuant to its
indemnification obligations under the Agreement shall not exceed the portion of
the value of the Shares.
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Promptly after receipt by an indemnified party pursuant to the
provisions of paragraph (e) or (f) above of notice of the commencement of any
action involving the subject matter of the foregoing indemnity provisions such
indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of said paragraph (e) or (f),
promptly notify the indemnifying party of the commencement thereof; but the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than hereunder.
In case such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party shall
have the right to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party.
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