STANFORD INDUSTRIAL GROUP, INC. STOCK BONUS AWARD AGREEMENT
Exhibit
10.35
STANFORD
INDUSTRIAL GROUP, INC.
2007
STOCK INCENTIVE PLAN
STOCK
BONUS AWARD AGREEMENT
(the
“Agreement”) made as of this <<NUMBERDATE>> day of
<<MONTH>>, <<YEAR>>, by and between Stamford Industrial
Group, Inc., a Delaware corporation, having its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Company”), and <<FIRSTNAME>>
<<LASTNAME>>, an individual residing in <<CITYSTATE>>
(the “Employee”). Capitalized terms not defined herein shall have the meanings
ascribed to them in the Company's 2007 Stock Incentive Plan.
WHEREAS,
the
Company has heretofore adopted the Stamford Industrial Group, Inc. 2007 Stock
Incentive Plan (the “Plan”) for the benefit of certain employees, officers,
directors, consultants, independent contractors and advisors of the Company
or
Subsidiaries of the Company, which Plan has been approved by the Company's
stockholders; and the Employee is a valued and trusted employee of the Company
and/or one of its subsidiaries; and
WHEREAS,
the
Company believes it to be in the best interests of the Company to secure the
future services of the Employee by providing the Employee with an inducement
to
remain an employee of the Company and/or one of its Subsidiaries through the
grant of a stock grant in the Company.
NOW,
THEREFORE,
the
parties agree as follows:
1. STOCK
GRANT.
Subject
to the provisions hereinafter set forth and the terms and conditions of the
Plan, the Company hereby grants to the Employee, as of <<GRANTDATE>>
(the “Grant Date”), a stock Grant, subject to the vesting schedule set forth
below, of up to an aggregate of <<AMOUNTOFSHARES>> shares (the
“Grant Shares”) of common stock of the Company, par value $.0001 per share (the
“Common Stock”), such number being subject to adjustment as provided in the
Plan. As more fully described below, the Grant Shares granted hereby are subject
to forfeiture by the Employee if certain criteria are not
satisfied.
2. VESTING.
(a) The
Grant
Shares shall vest and become non-forfeitable in accordance with the following
schedule:
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VESTING
DATE
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EARNED
PORTION OF
GRANT
SHARES
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<<VESTINGDATE1>>
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<<SHARES1>>
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<<VESTINGDATE2>>
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<<SHARES2>>
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<<VESTINGDATE3>>
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<<SHARES3>>
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<<VESTINGDATE4>>
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<<SHARES4>>
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(b) Notwithstanding
the vesting schedule set forth above, such vesting schedule may be accelerated
by the Board of Directors or the Compensation Committee of the Board of
Directors (the “Committee”) in their sole decision.
(c) Upon
the
vesting date the earned portion of the Grant Shares shall be issued to the
Employee in accordance with the Plan and the terms hereof including Section
3
below.
(d) If
the
Employee is terminated by the Company or its Subsidiaries for Cause (as defined
in the Plan) or voluntarily terminates employment by the Company or its
Subsidiaries, prior to the satisfaction of the vesting provisions set forth
above, no further portion of the Grant Shares shall become vested pursuant
to
this Agreement and such unvested Grant Shares shall be forfeited effective
as of
the date that the Employee ceases to be so employed by the Company.
(e) Nothing
in the Plan or this Agreement shall confer on Employee any right to continue
in
the employ of, or other relationship with, the Company or any Subsidiary of
the
Company, or limit in any way the right of the Company or any Affiliate or
Subsidiary of the Company to terminate Employee's employment or other
relationship at any time, with or without Cause. This Agreement does not
constitute an employment contract. This Agreement does not guarantee employment
for the length of time of the Vesting Schedule or for any portion
thereof.
(f) Tax
Consequences. Employee understands that Employee may suffer adverse tax
consequences as a result of the grant, vesting or disposition of the Grant
Shares. Employee represents that Employee has consulted with his or her own
independent tax consultant(s) as Employee deems advisable in connection with
the
grant, vesting or disposition of the Grant Shares and that Employee is not
relying on the Company for any tax advice.
3. ISSUANCE
AND WITHHOLDING.
(a) Upon
vesting, the Company shall issue the earned Grant Shares registered in the
name
of Employee, Employee's authorized assignee, or Employee's legal representative,
and shall deliver certificates representing the Grant Shares.
(b) Subject
to Section 16 below, prior to the issuance of the Grant Shares, Employee must
pay or provide for any applicable federal or state withholding obligations
of
the Company.
4. COMPLIANCE
WITH LAWS AND REGULATIONS. The
issuance and transfer of Grant Shares shall be subject to compliance by the
Company and Employee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange
or
quotation system on which the Company's Common Stock may be listed at the time
of such issuance or transfer
5. NON-TRANSFERABILITY.
Until
the Grant Shares shall be vested and issued and until the satisfaction of any
and all other conditions specified herein, the Grant Shares may not be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of by the
Employee, other than by will or by the laws of descent and distribution, except
upon the written consent of the Company and, in any case, in compliance with
the
terms and conditions of this Agreement. The terms of this Stock Grant shall
be
binding upon the executors, administrators, successors and assigns of
Employee.
6. PRIVILEGES
OF STOCK OWNERSHIP.
Employee shall not have any of the rights of a stockholder with respect to
any
Grant Shares until the Grant Shares are issued to Employee.
7. INTERPRETATION.
Any
dispute regarding the interpretation of this Agreement shall be submitted by
Employee or the Company to the Committee for review. The resolution of such
a
dispute by the Committee shall be final and binding on the Company and
Employee.
8. ENTIRE
AGREEMENT.
The
Plan is incorporated herein by reference. This Agreement and the Plan constitute
the entire agreement and understanding of the parties hereto with respect to
the
subject matter hereof and supersede all prior understandings and agreements
with
respect to such subject matter.
9. NOTICES.
Any
notice required to be given or delivered to the Company under the terms of
this
Agreement shall be in writing and addressed to the Corporate Secretary of the
Company at its principal corporate offices. Any notice required to be given
or
delivered to Employee shall be in writing and addressed to Employee at the
address indicated above or to such other address as such party may designate
in
writing from time to time to the Company. All notices shall be deemed to have
been given or delivered upon: personal delivery; three (3) days after deposit
in
the United States mail by certified or registered mail (return receipt
requested); one (1) business day after deposit with any return receipt express
courier (prepaid); or one (1) business day after transmission by
facsimile.
10. SUCCESSORS
AND ASSIGNS.
The
Company may assign any of its rights under this Agreement. This Agreement shall
be binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth herein, this
Agreement shall be binding upon Employee and Employee's heirs, executors,
administrators, legal representatives, successors and assigns.
11. GOVERNING
LAW.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware, applicable to agreements made and to be performed entirely
within such state, other than conflict of laws principles thereof directing
the
application of any law other than that of Delaware.
12. ACCEPTANCE.
Employee
hereby acknowledges receipt of a copy of the Plan and this Agreement. Employee
has read and understands the terms and provisions thereof, and accepts this
stock Grant subject to all the terms and conditions of the Plan and this
Agreement. Employee acknowledges that there maybe adverse tax consequences
upon
the grant or the vesting of this stock Grant, issuance or disposition of the
Grant Shares and that the Company has advised Employee to consult a tax advisor
regarding the tax consequences of the grant, vesting, issuance or
disposition.
13. COVENANTS
OF THE EMPLOYEE.
The
Employee agrees (and for any proper successor hereby agrees) upon the request
of
the Committee, to execute and deliver a certificate, in form reasonably
satisfactory to the Committee, regarding applicable Federal and state securities
law matters.
14. OBLIGATIONS
OF THE COMPANY
(a) Notwithstanding
anything to the contrary contained herein, neither the Company nor its transfer
agent shall be required to issue any fraction of a share of Common Stock, and
the Company shall issue the largest number of whole Grant Shares of Common
Stock
to which Employee is entitled and shall return to the Employee the amount of
any
unissued fractional share in cash.
(b)
The
Company may endorse such legend or legends upon the certificates for Grant
Shares issued to the Employee pursuant to the Plan and may issue such “stop
transfer” instructions to its transfer agent in respect of such Grant Shares as,
in its discretion, it determines to be necessary or appropriate to: (i) prevent
a violation of, or to perfect an exemption from, the registration requirements
of the Securities Act; or (ii) implement the provisions of the Plan and any
agreement between the Company and the Employee or grantee with respect to such
Grant Shares.
(c) The
Company shall pay all issue or transfer taxes with respect to the issuance
or
transfer of Grant Shares to Employee, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer.
(d) All
Grant
Shares issued following vesting shall be fully paid and non-assessable to the
extent permitted by law.
15. NO
SECTION 83(B) ELECTION.
Employee shall not file an election with the Internal Revenue Service under
Section 83(b).
16. WITHHOLDING
TAXES.
The
Employee acknowledges that the Company is not responsible for the tax
consequences to the Employee of the granting, vesting or issuance of the Grant
Shares, and that it is the responsibility of the Employee to consult with the
Employee's personal tax advisor regarding all matters with respect to the tax
consequences of the granting, vesting and issuance of the Grant Shares. The
Company shall have the right to deduct from the Grant Shares or any payment
to
be made with respect to the Grant Shares any amount that federal, state, local
or foreign tax law requires to be withheld with respect to the Grant Shares
or
any such payment. Alternatively, the Company may require that the Employee,
prior to or simultaneously with the Company incurring any obligation to withhold
any such amount, pay such amount to the Company in cash or in shares of the
Company's Common Stock (including shares of Common Stock retained from the
Stock
Grant Award creating the tax obligation), which shall be valued at the Fair
Market Value of such shares on the date of such payment. In any case where
it is
determined that taxes are required to be withheld in connection with the
issuance, transfer or delivery of the shares, the Company may reduce the number
of shares so issued, transferred or delivered by such number of shares as the
Company may deem appropriate to comply with such withholding. The Company may
also impose such conditions on the payment of any withholding obligations as
may
be required to satisfy applicable regulatory requirements under the Exchange
Act, if any.
17. MISCELLANEOUS
(a) If
the
Employee loses this Agreement representing the stock Grant granted hereunder,
or
if this Agreement is stolen, damaged or destroyed, the Company shall, subject
to
such reasonable terms as to indemnity as the Committee, in its sole discretion
shall require, replace the Agreement.
(b) This
Agreement cannot be amended, supplemented or changed, and no provision hereof
can be waived, except by a written instrument making specific reference to
this
Agreement and signed by the party against whom enforcement of any such
amendment, supplement, modification or waiver is sought. A waiver of any right
derived hereunder by the Employee shall not be deemed a waiver of any other
right derived hereunder.
(c) This
Agreement may be executed in any number of counterparts, but all counterparts
will together constitute but one agreement.
(d) In
the
event of a conflict between the terms and conditions of this Agreement and
the
Plan, the terms and conditions of the Plan shall govern. All capitalized terms
used herein but not defined shall have the meanings given to such terms in
the
Plan.
IN
WITNESS WHEREOF,
the
Company has caused this Agreement to be executed in duplicate by its duly
authorized representative and Employee has executed this Agreement in duplicate
as of the Date of Grant.
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STANFORD
INDUSTRIAL GROUP, INC.
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By:
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Name:
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Title:
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EMPLOYEE:
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<<FirstName>>
<<LastName>>
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