Contract
THIS
Restricted Stock Agreement (the "Agreement") dated as of _____, by and between
MRU Holdings, Inc., a Delaware corporation (the "Company") and _______ (the
"Employee"), is entered into as follows:
WITNESSETH:
WHEREAS,
the Company has established the MRU Holdings, Inc. 2004 Incentive Plan, a copy
of which is attached hereto or which has been previously provided to the
Employee;
WHEREAS,
the Compensation Committee of the Board of Directors of the Company has
determined that the Employee
be
granted shares of Restricted Stock pursuant to the terms of the Plan and the
terms of this Agreement;
NOW
THEREFORE,
in
consideration of the foregoing and the mutual covenants hereinafter set
forth:
|
1.
|
Award
of Restricted Stock.
The Company hereby awards to Employee on this date, ____________
shares of
its common stock, par value $.001 ("Stock"), subject to the terms
and
conditions set forth in this Agreement (the
"Award").
|
|
2.
|
Issuance
of Share Certificates or Book Entry Record.
The Company shall, as soon as administratively feasible after execution
of
this Agreement by the Employee, either (1) issue one or more certificates
in the name of the Employee representing the shares of Restricted
Stock
covered by this Award, or (2) direct the Company's transfer agent
for the
Stock to make a book entry record showing ownership for the Restricted
Stock in the name of the Employee, subject to the terms and conditions
of
the Plan and this Agreement.
|
|
3.
|
Custody
of Share Certificates During the Restriction Period.
In the event that the Company issues one or more certificates for
the
Restricted Stock covered by this Award in lieu of book entry, during
the
Restriction Period described below:
|
|
a.
|
The
certificate or certificates shall bear the following
legend:
|
"The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the 2004
Incentive Plan and a Restricted Stock Agreement. Copies of such Plan and
Restricted Stock Agreement are on file at the headquarters offices of MRU
Holdings, Inc."
|
b.
|
The
certificates shall be held in custody by the Company until the
restrictions set forth herein shall have lapsed;
and
|
|
c.
|
As
a condition to receipt of this Award, the Employee hereby authorizes
the
Company to issue such instructions to the transfer agent as the Company
may deem necessary or proper to comply with the intent and purposes
of
this Agreement and the Plan, including their provisions regarding
forfeiture, and that this paragraph shall be deemed to constitute
the
stock power, endorsed in blank, allowing the Company to instruct
its
transfer agent to cancel any certificate representing shares that
are
forfeited by the Employee pursuant to the terms of the Plan or this
Agreement.
|
1.
|
4.
|
Terms
of the Plan Shall Govern.
The Award is made pursuant to, and is subject to the Plan, including,
without limitation, its provisions governing Cancellation and Rescission
of Awards. In the case of any conflict between the Plan and this
Agreement, the terms of the Plan shall control. Unless otherwise
indicated, all capitalized terms contained in this Agreement shall
have
the meaning assigned to them in the
Plan.
|
|
5.
|
Restriction
Period.
The Restriction Period for the Restricted Stock awarded to the Employee
under this Agreement shall commence with the date of this Agreement
set
forth above and shall end, for the percentage of the shares indicated
below, on the date when the Restricted Stock shall have vested in
accordance with the following
schedule:
|
|
Date
|
Vested
Percentage
|
|
Grant
Date
|
25%
of the awarded shares
|
|
First
anniversary of the date of this Agreement
|
|
|
25%
of the awarded shares
|
|
|
Second
anniversary of the date of this Agreement
|
|
|
25%
of the awarded shares
|
|
|
Third
anniversary of the date of this Agreement
|
|
|
25%
of the awarded shares
|
During
the Restriction Period, the Employee shall not be permitted to sell, assign,
transfer, pledge or otherwise encumber the Restricted Stock awarded
herein.
|
6.
|
Shareholder
Rights.
Subject to the restrictions imposed by this Agreement and the Plan,
the
Employee shall have, with respect to the Restricted Stock covered
by this
Award, all of the rights of a stockholder of the Company holding
Stock,
including the right to vote the shares and the right to receive any
cash
dividends.
|
|
7.
|
Forfeiture
of Shares.
Upon the Employee's Termination of Employment during the Restriction
Period, all shares of Stock covered by this Award that remain subject
to
restriction shall be forfeited by the Employee; provided however,
that if
the Employee's employment is involuntarily terminated during the
Restriction Period by the Company (other than for Cause), or in the
event
of the Employee's Retirement during the Restriction Period, the
Compensation Committee shall have the discretion to waive, in whole
or in
part, any or all remaining restrictions with respect to any or all
of the
Restricted Stock covered by this
Award.
|
|
8.
|
Change
in Control.
In the event of a Change in Control, all shares of Stock covered
by this
Award shall become free of all restrictions and become fully vested
and
transferable.
|
2.
|
9.
|
Delivery
of Shares.
If and when the Restriction Period expires for a share or shares
of
Restricted Stock without a prior forfeiture, the Company will deliver
certificate(s) for such share(s) to the
Employee.
|
|
10.
|
No
Right to Continued Employment.
Nothing contained in the Plan or this Agreement shall confer upon
the
Employee any right to continued employment nor shall it interfere
in any
way with the right of the Company or any subsidiary or Affiliate
to
terminate the employment of the Employee at any
time.
|
|
11.
|
Withholding
of Taxes.
No later than the date as of which an amount first becomes includible
in
the Employee's gross income for Federal income tax purposes, the
Employee
shall pay to the Company or make arrangements satisfactory to the
Company
regarding the payment of, any Federal, state, local or foreign taxes
of
any kind required by law to be
withheld.
|
|
12.
|
Governing
Law.
The Award made and actions taken under the Plan and this Agreement
shall
be governed by and construed in accordance with the laws of the State
of
Delaware without taking into account its conflict of laws
provisions.
|
|
13.
|
Acceptance
of Award.
By the Employee's signature below, the Employee accepts the terms
of the
Award, as set forth in this Agreement and in the Plan. Unless the
Company
otherwise agrees in writing, this Agreement shall not be effective
as a
Restricted Stock Award if a copy of this Agreement is not signed
and
returned to the Company.
|
|
14.
|
Binding
Effect.
Subject to the limitations stated above, this Agreement shall be
binding
upon and inure to the benefit of the parties' respective heirs, legal
representatives successors and
assigns.
|
*
* * *
*
Signature
Page to Follow
3.
IN
WITNESS WHEREOF, MRU Holdings, Inc. and the Employee have executed this
Agreement to be effective as of the date first written above.
| MRU Holdings, Inc. | |
| By:_________________________________ | |
| Title:________________________________ |
I
acknowledge receipt of a copy of the Plan (either as an attachment hereto or
that has been previously received by me) and that I have carefully read this
Agreement and the Plan. I agree to be bound by all of the provisions set forth
in this Agreement and the Plan.
| _______________________________ | ________________________________ |
| Date | Employee |
4.
