MEDIS TECHNOLOGIES LTD. RESTRICTED SHARE AGREEMENT
EXHIBIT
10.6
2007
EQUITY INCENTIVE PLAN
AGREEMENT,
dated as of [_____] [__], 2007, between Medis Technologies Ltd., a Delaware
corporation (the “Company”), and [__________] (the “Grantee”).
W
I T N E S S E T H:
WHEREAS,
as of April 18, 2007, the Company adopted the Medis Technologies Ltd. 2007
Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things,
the grant of restricted shares of common stock, $.01 par value (“Common Stock”),
of the Company to directors, officers and employees of the Company and to other
individuals; and
WHEREAS,
the Company’s Compensation Committee, as administrator of the Plan, has
determined that it would be in the best interests of the Company to grant the
Restricted Shares documented herein.
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1 Definitions. Capitalized
terms not defined in this Agreement shall have the meaning ascribed to such
terms in the Plan.
2 Grant
of Restricted Shares. Subject to the terms and conditions of the Plan and as
set forth herein, the Company hereby grants to the Grantee, as of date hereof,
[_____] Restricted Shares of Common Stock (the “Restricted Stock”).
3 Vesting.
Subject to such further limitations as are provided in the Plan and as set
forth
herein, the Restricted Stock shall vest as follows:
|
Exercise
Date
|
Restricted
Stock (U.S.)
|
102
Capital Gains
Track
Restricted
Stock
Award (with
Trustee)
(Israel)
|
102
Ordinary
Income
Track
Restricted
Stock
Award
(with
Trustee)
(Israel)
|
102
Non-
Trustee
Restricted
Stock
Award
(Israel)
|
3(9)
Restricted
Stock
Award
(Israel)
|
|||||||||||||||||
4 Termination
of
Service.
(a) If the
Grantee does not continue
to provide service to the
Company through the Vesting Date set forth in Section
3, all shares of Restricted
Stock not
vested as of the date Grantee ceases to provide service
to the Company will be
forfeited (the “Forfeited
Shares”), the Grantee shall not have any rights to any of the Forfeited Shares
and any stock certificates then held by the Grantee representing the Forfeited
Shares shall be cancelled and voided. Notwithstanding the foregoing,
in the event the
Grantee's
service
to the Company is terminated due to
death or
Disability, all shares of Restricted Stock held by the Grantee
at the time of such death or termination
of service due to such
Disability shall
immediately become
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vested
and released from restriction as
of such date.
(b) In
the event the Grantee’s service with the Company shall terminate (other than on
account of death or Disability) prior to the end of the Restricted Period,
or
any other event causing the forfeiture of the Restricted Stock prior to a
Vesting Date, the Grantee shall be obligated immediately to redeliver to the
Company any stock certificates representing the Forfeited Shares. No payment
by
the Company will be due to the Grantee for the Forfeited Shares.
5 Certificate
Legend. The share certificate evidencing the Restricted Stock
issued hereunder shall be endorsed with the following legend or a legend
substantively similar thereto:
THE
RESTRICTED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.
THE
RESTRICTED SHARES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER
PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER
OF
SUCH RESTRICTED SHARES, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF
SUCH AGREEMENT.
6 Removal
of Certificate Legend. After the completion of the Restricted
Period, the Grantee shall be entitled to have the legend required by
Section 5 of this Agreement removed from the applicable stock certificates
for the shares of Restricted Stock that have not been forfeited; provided,
however, that the first paragraph of such certificate legend shall not be
removed unless the shares are in fact registered under the Securities Act or
the
Company is satisfied that registration is not required thereunder, in its sole
discretion.
7 Non−Transferability
of Restricted Stock. The Restricted Stock shall not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of during the
Restricted Period.
8 No
Special Rights. The granting of the Restricted Stock shall not be construed
to confer upon the Grantee any right with respect to the continuation of his
or
her service with the Company (or any subsidiary of the Company) or interfere
in
any way with the right of the Company (or any subsidiary of the Company),
subject to the terms of any separate agreement to the contrary, at any time
to
terminate such service or to increase or decrease the compensation of the
Grantee from the rate in existence as of the date hereof.
9 Tax
Consequences. (a) All tax consequences under any
Applicable Law which may arise from the grant of the Restricted Stock, the
sale
or disposition of any shares granted
2
hereunder
or from any other action of the Grantee in connection with the foregoing shall
be borne and paid solely by the Grantee, and the Grantee shall indemnify the
Company, and its Subsidiaries and Affiliates, and shall hold them harmless
against and from any liability for any such tax or penalty, interest or
indexation thereon. The Grantee agrees to, and undertakes to comply with, any
ruling, settlement, closing agreement or other similar agreement or arrangement
with any tax authority in connection with the foregoing which is approved by
the
Company. The Grantee is advised to consult with a tax advisor with
respect to the tax consequences of receiving the Restricted Stock. The Company
does not assume any responsibility to advise the Grantee on such matters, which
shall remain solely the responsibility of the Grantee.
(b) The
Grantee may elect to be immediately taxed on the Restricted Stock for
United States Federal tax purposes under Section 83(b) of the Code. The
Grantee shall notify the Company of his or her election within thirty
(30) days of the date hereof.
(c) The
Grantee shall notify the Company in writing promptly and in any event within
ten
(10) days after the date on which the Grantee first obtains knowledge of any
tax
bureau inquiry, audit, assertion, determination, investigation, or question
relating in any manner to the Restricted Stock granted or received hereunder
and
shall continuously inform the Company of any developments, proceedings,
discussions and negotiations relating to such matter, and shall allow the
Company and its representatives to participate in any proceedings and
discussions concerning such matters. Upon request, the Grantee shall
provide to the Company any information or document relating to any matter
described in the preceding sentence, which the Company, in its discretion,
requires.
(d) To
the extent a 102 Restricted Stock Award is designated above, you declare and
acknowledge: (i) that you fully understand that Section 102 of the Israeli
Income Tax Ordinance and the rules and regulations enacted thereunder apply
to
the Restricted Stock specified in this Agreement and to you; and (ii) that
you
understand the provisions of Section 102, the tax track chosen and the
implications thereof. With respect to Restricted Stock granted under Section
102, the terms of such Restricted Stock shall also be subject to the terms
of
the Trust Agreement made between the Company and the Trustee for the benefit
of
the Grantee, as well as the requirements of the Israeli Income Tax Commissioner.
The grant of Restricted Stock hereunder is further conditioned upon the Grantee
signing all documents requested by the Company or the Trustee, in accordance
with and under the Trust Agreement. A copy of the Trust Agreement is available
for the Grantee’s review, during normal working hours, at the Company’s
offices.
10 Investment
Representations. In connection with the receipt of the Restricted
Stock, the Grantee represents to the Company the following:
(a)
The Grantee is receiving these securities for investment for his or her own
account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act.
(b)
The Grantee understands that the securities have not been registered under
the
Securities Act.
3
(c)
The Grantee further acknowledges and understands that the securities must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. The Grantee
further acknowledges and understands that the Company is under no obligation
to
register the securities. The Grantee understands that the certificate
evidencing the securities will be imprinted with a legend which prohibits the
transfer of the securities unless they are registered or such registration
is
not required in the opinion of counsel satisfactory to the Company.
11 Rights
of Stockholder. Except with regard to restrictions on selling, assigning,
transferring, pledging, hypothecating, encumbering or otherwise
disposing the Restricted Stock, the Grantee will generally have all rights
of a shareholder of the Company with respect to the shares of Restricted Stock
from the date of grant until forfeiture, if any, pursuant to Section 4,
including, without limitation, the right to receive dividends with respect
to
such Restricted Stock and the right to vote such Restricted Stock, subject
to
any restrictions in this Agreement or in the Plan.
12 Amendment.
Subject to the terms and conditions of the Plan, the Committee may amend this
Agreement with the consent of the Grantee when and subject to such conditions
as
are deemed to be in the best interests of the Company and in accordance with
the
purposes of the Plan.
13 Notices.
Any communication or notice required or permitted to be given hereunder shall
be
in writing, and, if to the Company, to its principal place of business,
attention: Secretary, and, if to the Grantee, to the address as appearing on
the
records of the Company. Such communication or notice shall be deemed given
if
and when (a) properly addressed and posted by registered or certified mail,
postage prepaid, or (b) delivered by hand.
14 Incorporation
of Plan by Reference. The shares of Restricted Stock are granted pursuant to
the terms of the Plan, the terms of which are incorporated herein by reference,
and the Restricted Stock shall in all respects be interpreted in accordance
with
the Plan. In the event of any inconsistency between the Plan and this Agreement,
the Plan shall govern. The Board or the Committee, whichever shall
then have authority to administer the Plan, shall interpret and construe the
Plan and this Agreement, and their interpretations and determinations shall
be
conclusive and binding upon the parties hereto and any other person claiming
an
interest hereunder, with respect to any issue arising hereunder or
thereunder.
15 Acknowledgement. The
Grantee acknowledges receipt of the copy of the Plan attached hereto as Exhibit
A.
16 Governing
Law. The validity, construction and interpretation of this Agreement shall
be governed by and determined in accordance with the laws of the State of New
York.
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
above written.
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By:
____________________________________
Name:
Title:
GRANTEE:
_________________________________________
Name:
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5
Exhibit
A
2007
Equity Incentive Plan
6