Home Solutions of America, Inc.
EXHIBIT
10.1
Home Solutions of America, Inc.
2001 Stock Plan
This Restricted Stock Purchase Agreement (this “Agreement”) is executed between Home
Solutions of America, Inc., a Delaware corporation (the “Company”) and ___, a director of
the Company (“Recipient”) effective as of the 26th day of July, 2006 (the “Effective
Date”). Unless otherwise defined in this Agreement, the capitalized terms herein shall have the
same meaning as defined in the Company’s 2001 Stock Plan (the “Plan”).
I. NOTICE OF RESTRICTED STOCK GRANT
The undersigned Recipient, in consideration of Recipient’s service as a director of the
Company during the period from June 1, 2006 to May 31, 2007 (the “Compensation Period”), is hereby
awarded the following shares (the “Restricted Stock”) of the Company’s common stock, par value
$0.001 per share (“Common Stock”), subject to restrictions as set forth herein. The Restricted
Stock is subject to the terms and conditions of the Plan and this Agreement. Certain information
relevant to the grant of Restricted Stock is set forth below:
Name of Recipient: |
||||
Date of Grant:
|
July 26, 2006 | |||
Type of Security:
|
Common Stock | |||
Price per Share Paid by Recipient:
|
$-0- per share | |||
Closing Price of Common Stock on Nasdaq on Date of Grant:
|
$6.10 per share | |||
Total Number of Shares of Restricted Stock Granted:
|
20,000 shares |
II. AGREEMENT
1. Vesting. The Restricted Stock shall vest in accordance with the vesting schedule
attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject
to Recipient’s continuing service as a director of the Company during the Compensation Period. If
Recipient does not serve as a director for the entire Compensation Period for any reason, all
shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a
director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain
all shares of Restricted Stock that are vested on or before the effective date of Recipient’s
termination as a director of the Company. In the event of Recipient’s termination as a director of
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the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the
Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to
Recipient, together with a duly executed stock power and such other instruments of assignment and
agreements as may be requested by the Company, (ii) the stock certificate representing the total
number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall
cause its transfer agent to issue a new stock certificate to Recipient representing the number of
shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as
a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by
the Company.
2. Share Certificates. Each certificate issued in respect to the Restricted Stock
shall be registered in Recipient’s name and, at the Company’s request, deposited by him, together
with a stock power endorsed in blank, with the Company or its authorized escrow agent, and shall
bear the following legend (or a similar legend):
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED
IN THE RESTRICTED STOCK PURCHASE AGREEMENT EFFECTIVE AS OF JULY 26,
2006 ENTERED INTO BETWEEN THE REGISTERED OWNER AND HOME SOLUTIONS OF
AMERICA, INC.
3. Lock-Up. Recipient will not, without the prior written consent of the Company,
directly or indirectly, offer, pledge or encumber, sell, assign, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, lend or otherwise dispose of or transfer (collectively, “Transfer”) any
shares of Restricted Stock whether vested or unvested, until (i) with respect to fifty percent
(50%) of the shares of Restricted Stock, after December 31, 2006, and (ii) with respect to the
remaining fifty percent (50%) of the shares of Restricted Stock, after December 31, 2007. Any
attempted transfer of Restricted Stock in violation of this Section 3 will be null, void
and of no force or effect.
4. Voting. Recipient shall have the right to vote the vested and unvested shares of
Restricted Stock while the Restricted Stock is subject to the provisions of Sections 3 of
this Agreement except as otherwise provided by the Plan.
5. Compliance with Laws and Regulations. The issuance and transfer of Common Stock
shall be subject to compliance by the Company and Recipient with all applicable requirements of
federal and state securities laws and with all applicable requirements of any stock exchange on
which the Company’s Common Stock may be listed or any national quotations system upon which the
Company’s Common Stock may be quoted at the time of such issuance or transfer. Recipient
understands that the Company is under no obligation to register or qualify the Common Stock with
the Securities and Exchange Commission, any state securities commission or any stock exchange to
effect such compliance. Recipient agrees and consents to
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the entry of stop transfer instructions
with the Company’s transfer agent against the Transfer of Common Stock in violation of this
Agreement.
6. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The
Plan and this Agreement 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 Recipient with respect to the subject matter hereof, and may not be modified adversely to
Recipient’s interest except by a writing signed by the Company and Recipient. This Agreement is
governed by the internal substantive laws but not the choice of law rules of the State of Delaware.
Venue for all disputes arising hereunder shall be proper exclusively in Dallas County, Texas.
7. No Guarantee of Continued Service. Recipient acknowledges and agrees that this
Agreement, the transactions contemplated hereunder and the terms and conditions set forth herein do
not constitute an express or implied promise of continued engagement as a director for any period
or at all, and shall not interfere in any way with Recipient’s right or the Company’s right to
terminate Recipient’s service as a director at any time, with or without cause.
8. Acknowledgement of Plan. Recipient acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the
grant of Restricted Stock and agrees to all of the terms and provisions thereof related thereto.
Recipient has reviewed the Plan and this Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Agreement and fully understands all provisions
of this Agreement. Recipient hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Agreement.
[The remainder of this page is left blank intentionally.]
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This Agreement has been executed by the Company and Recipient this the 26th day of July, 2006,
effective for all purposes as of the Effective Date.
| COMPANY: | ||||||
| HOME SOLUTIONS OF AMERICA, INC. | ||||||
| By: | ||||||
| Name: Xxxx X’Xxxxx | ||||||
| Title: President and Chief Operating Officer | ||||||
| RECIPIENT: | ||||||
| Name: | ||||||
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Exhibit A
Vesting Schedule
| Date | No. of Shares Vesting | |||
July 26, 2006 |
1,666 | |||
July 31, 2006 |
1,666 | |||
August 31, 2006 |
1,666 | |||
September 30, 2006 |
1,666 | |||
October 31, 2006 |
1,667 | |||
November 30, 2006 |
1,667 | |||
December 31, 2006 |
1,667 | |||
January 31, 2007 |
1,667 | |||
February 28, 2007 |
1,667 | |||
March 31, 2007 |
1,667 | |||
April 30, 2007 |
1,667 | |||
May 31, 2007 |
1,667 | |||
TOTAL: |
20,000 |
