Exhibit 2
DIRECTOR'S RESTRICTED STOCK AWARD AGREEMENT
1996 AWARD
This is an Agreement dated April 15, 1996 between Preferred Networks,
Inc. ("PNI"), a Delaware corporation, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(the "Outside Director").
Background
The PNI 1995 Non-Employee Directors Restricted Stock Award Plan (the
"Plan") provides for the grant of shares of PNI Common Stock ("Common Stock"),
subject to certain restrictions, as compensation for service as a director to
each director of PNI who is not an officer or employee of PNI. Pursuant to
such Plan, the Outside Director is entitled to this Award with respect to his
services as a director of PNI.
Agreement
The parties hereto do hereby agree as follows:
1. Award. Pursuant to the Plan, the Outside Director is awarded 15,000
shares of Common Stock (the "Shares") as compensation for the Outside Director s
services as a director of PNI, subject to the terms of the Plan and this
Agreement.
2. Restrictions. The Shares are subject to the restrictions prescribed
in the Plan and some or all of the Shares must be transferred back to PNI for no
consideration under certain circumstances as set forth in the Plan if the
Outside Director ceases to be a director of PNI for any reason at any time prior
to the 2001 Annual Meeting of PNI's Shareholders.
3. Certificates. The certificate or certificates representing the
Shares shall be legended to reflect the applicable restrictions and shall be
held by the Secretary of PNI as long as such restrictions have not expired.
4. No 83(b) Election. The Outside Director shall not file an election
under Section 83(b) of the Internal Revenue Code of 1986 with respect to this
Award.
5. No Transfer. The Outside Director shall not transfer the Shares or
any interest therein prior to the lapse of restrictions on the Shares pursuant
to the Plan.
6. Award Subject to Plan. This Award and the Shares are subject to
all of the other terms and conditions of the Plan.
Executed the day and year first above written.
PREFERRED NETWORKS, INC.
By:____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
and Chief Executive Officer
OUTSIDE DIRECTOR
_______________________________________
(Signature of Outside Director)