DIRECTOR UNRESTRICTED STOCK AWARD AGREEMENT
Exhibit
4.8
2009
OMNIBUS SECURITIES AND INCENTIVE PLAN
THIS
AGREEMENT made as of ___________, 200_, by and between Cogo Group, Inc., a
Maryland corporation (the “Company”), and
_________________ (the “Awardee”).
WITNESSETH:
WHEREAS,
the Company has adopted the Cogo Group, Inc. 2009 Omnibus Securities and
Incentive Plan (the “Plan”) for the
benefit of its employees, nonemployee directors and consultants and the
employees, nonemployee directors and consultants of its affiliates,
and
WHEREAS,
the Committee has authorized the award to the Awardee of shares of Common Stock
which shares shall not be subject to any Restrictions (“Unrestricted Shares”)
under the Plan, on the terms and conditions set forth in the Plan and as
hereinafter provided,
NOW,
THEREFORE, in consideration of the premises contained herein, the Company and
the Awardee hereby agree as follows:
1. Definitions.
Terms
used in this Agreement which are defined in the Plan shall have the same
meanings as set forth in the Plan.
2. Award of Unrestricted
Shares.
The
Committee hereby awards to the Awardee [insert # of shares] Unrestricted
Shares. Stock certificates for the Unrestricted Shares shall be
issued to the Awardee by the Company as soon as administratively practicable
following the date of this Agreement.
3. No Restrictions on
Transferability.
The
Unrestricted Shares shall at all times be fully transferable by the
Awardee.
4. Voting and Dividend
Rights.
The
Awardee shall have all of the voting and dividend rights of a stockholder of
Common Stock with respect to the Unrestricted Shares.
5. Regulation by the
Committee.
This
Agreement and the Unrestricted Shares shall be subject to the administrative
procedures and rules as the Committee shall adopt. All decisions of the
Committee upon any question arising under the Plan or under this Agreement,
shall be conclusive and binding upon the Awardee.
6. Amendment.
The
Committee may amend this Agreement at any time and from time to time; provided, however, that no
amendment of this Agreement that would impair the Awardee’s rights or
entitlements with respect to the Unrestricted Shares shall be effective without
the prior written consent of the Awardee.
7. Plan
Terms.
The terms
of the Plan are hereby incorporated herein by reference.
8. Effective Date of
Award.
The award
of each Unrestricted Share under this Agreement shall be effective as of the
date first written above.
9. Awardee
Acknowledgment.
By
executing this Agreement, the Awardee hereby acknowledges that he or she has
received and read the Plan and this Agreement and that he or she agrees to be
bound by all of the terms of both the Plan and this Agreement.
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ATTEST:
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________________________________
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By:_______________________________
Its:_______________________________
__________________________,
Awardee
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