FORM OF RESTRICTED STOCK AGREEMENT (EMPLOYEES ONLY) FORTRESS INTERNATIONAL GROUP, INC.
Exhibit
10.2
FORM
OF
RESTRICTED STOCK AGREEMENT (EMPLOYEES ONLY)
THIS
AGREEMENT is made as of [date], by and between FORTRESS INTERNATIONAL GROUP,
INC., a Delaware corporation (the “Company”) and ______________ (the “Employee”)
an employee of VTC, L.L.C., a Maryland limited liability company and a wholly
owned subsidiary of the Company (“VTC”).
W
I T N E
S S E T H
WHEREAS,
pursuant to the provisions of the Fortress International Group, Inc. 2006
Omnibus Incentive Compensation Plan (the “Plan”), the Company desires to award
to the Employee restricted shares of the Company’s Common Stock, par value
$_______ per share (“Common Stock”), in accordance with the provisions of the
Plan, all on the terms and conditions hereinafter set forth;
WHEREAS,
Employee wishes to accept said offer; and
WHEREAS,
the parties hereto understand and agree that any terms used and not defined
herein have the same meanings as in the Plan.
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as
follows:
1. Terms
of Award. The
Company awards to the Employee _____ shares of the Company’s Common Stock (the
“Shares”) in accordance with the terms of this Agreement.
2. Provisions
of Plan Controlling. The
Employee specifically understands and agrees that the Shares issued under the
Plan are being awarded to the Employee pursuant to the Plan, copies of which
Plan the Employee acknowledges he has read, understands and by which he agrees
to be bound. The provisions of the Plan are incorporated herein by reference.
In
the event of a conflict between the terms and conditions of the Plan and this
Agreement, the provisions of the Plan will control.
3. Vesting
of Restricted Stock.
(a) Except
as
provided in paragraph (b), the Shares awarded hereunder shall be forfeited
to
the Company for no consideration in the event (i) Employee voluntarily
terminates his employment with VTC prior to the third (3rd)
anniversary of the date of this Agreement or (ii) Employee is terminated
for Cause prior to the third (3rd)
anniversary of the date of this Agreement.
(b) The
Shares awarded hereunder shall be fully vested in the Employee and no longer
subject to a risk of forfeiture pursuant to paragraph (a) upon the occurrence
of
the earliest of the following events:
(i) the
date
on which the employment of the Employee is terminated by VTC without Cause;
(ii) the
date
on which the Employee dies or becomes disabled; or
(iii) the
third
(3rd)
anniversary of the date hereof.
(c) For
purposes of this Agreement, “Cause” shall be defined as (i) an act or acts of
dishonesty by the Employee constituting a felony and resulting or intended
to
result directly or indirectly in substantial gain or personal enrichment at
the
expense of VTC; or (ii) the willful and continued failure by the Employee
substantially to perform his duties with VTC (other than any such failure
resulting from incapacity due to mental or physical illness) after a demand
in
writing for substantial performance is delivered by VTC, which demand
specifically identifies the manner in which VTC believes that the Employee
has
not substantially performed his duties, and such failure results in demonstrably
material injury to VTC.
(d) For
purposes of this Agreement, the Employee shall be deemed disabled if, as a
result of his incapacity due to physical or mental illness, he shall have been
absent from his duties with VTC on a full-time basis for a period of at least
six months and a physician selected by him and acceptable to VTC is of the
opinion that (a) he is suffering from “Total Disability” as defined in any group
term disability insurance maintained by VTC applicable to the Employee, or,
(b)
if the Company shall not maintain such insurance, the determination by an
independent physician that the Employee (i) will qualify for Social Security
Disability Payment and (ii) within thirty (30) days after such determination
is
made, Employee shall not have returned to the full-time performance of his
duties as defined
4. Dividend
and Voting Rights.
Employee
shall have the right to vote any Shares awarded hereunder and to receive any
dividends declared with respect to such Shares, provided that such voting and
dividend rights shall lapse with respect to any Shares that are forfeited to
the
Company pursuant to Section 3(a) of this Agreement.
5. Additional
Shares. (a) If
the Company shall pay a stock dividend or declare a stock split on or with
respect to any of its Common Stock, or otherwise distribute securities of the
Company to the holders of its Common Stock, the number of shares of stock or
other securities of the Company issued with respect to the Shares then subject
to the restrictions contained in this Agreement shall be added to the Shares
subject to this Agreement. If the Company shall distribute to its stockholders
shares of stock of another corporation, the shares of stock of such other
corporation distributed with respect to the Shares then subject to the
restrictions contained in this Agreement shall be added to the Shares subject
to
this Agreement.
(b) If
the
outstanding shares of Common Stock of the Company shall be subdivided into
a
greater number of shares or combined into a smaller number of shares, or in
the
event of a reclassification of the outstanding shares of Common Stock of the
Company, or if the Company shall be a party to a merger, consolidation or
capital reorganization, there shall be substituted for the Shares then subject
to the restrictions contained in this Agreement such amount and kind of
securities as are issued in such subdivision, combination, reclassification,
merger, consolidation or capital reorganization in respect of the Shares subject
to this Agreement.
6. Legends. All
certificates representing the Shares to be issued to the Employee pursuant
to
this Agreement shall have endorsed thereon legends substantially as
follows:
“The
shares represented by this certificate are subject to restrictions set forth
in
a Restricted Stock Agreement dated [date] with the Company, a copy of which
Agreement is available for inspection at the offices of the Company or will
be
made available upon request.”
“The
shares represented by this certificate have been taken for investment and
they
may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such shares
shall
be effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption
from registration under such Act is then available, and (2) there shall have
been compliance with all applicable state securities
laws.”
7. No
Obligation to Employ. Neither
the Company, nor VTC is obligated, by the Plan or this Agreement, to continue
the Employee as an employee of either the Company, VTC or any other subsidiary
or affiliate of the Company.
8. Investment
Intent. The
Employee represents and warrants to the Company that the Shares are being
acquired for the Employee’s own account, for investment, and not with a view to,
or for sale in connection with, the distribution of any such
Shares.
9. Notices. Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified
mail,
return receipt requested, addressed as follows:
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To
the Company:
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Attn:
_______________________
Chairman
of the Board
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Facsimile
No.:__________
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To
the Employee:
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____________________________
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____________________________
____________________________
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Facsimile
No.: _______________
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or
to
such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given upon
the earlier of receipt, one business day following delivery to a recognized
courier service or three business days following mailing by registered or
certified mail.
10. Governing
Law. This
Agreement shall be construed and enforced in accordance with the law of the
State of Maryland.
11. Withholding.
Prior to
delivery of Shares to Employee upon the release of the restrictions stated
in
Section 3 hereof, Employee shall be required to make arrangements, satisfactory
to the Company, for appropriate withholding for federal, state, and local tax
purposes. Employee is permitted to satisfy any such tax withholding
requirements, in whole or in part, by delivering Shares to the Company
(including Shares awarded hereunder) having a fair market value (as determined
by Company in its sole discretion) equal to the amount of such tax.
12. Benefit
of Agreement. Subject
to the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
13. Entire
Agreement. This
Agreement, together with the Plan, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect
or
be used to interpret, change or restrict, the express terms and provisions
of
this Agreement, provided, however, in any event, this Agreement shall be subject
to and governed by the Plan.
14. Modifications
and Amendments. The
terms and provisions of this Agreement may be modified or amended as provided
in
the Plan.
15. Waivers
and Consents. The
terms and provisions of this Agreement may be waived, or consent for the
departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect
to
any other terms or provisions of this Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and
for
the purpose for which it was given, and shall not constitute a continuing waiver
or consent.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a
duly
authorized officer, and the Employee has hereunto set his hand, all as of the
day and year first above written.
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By:
___________________________________
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Name:
_____________________________
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Title:
______________________________
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| _________________________________ | |
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Employee
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FORM
OF
RESTRICTED STOCK AGREEMENT (NON-DIRECTOR DIRECTORS ONLY)
THIS
AGREEMENT is made as of [date], by and between FORTRESS INTERNATIONAL GROUP,
INC., a Delaware corporation (the “Company”) and ______________ (the
“Director”), a non-employee director of the Company.
W
I T N E
S S E T H
WHEREAS,
pursuant to the provisions of the Fortress International Group, Inc. 2006
Omnibus Incentive Compensation Plan (the “Plan”), the Company desires to award
to the Director restricted shares of the Company’s Common Stock, par value
$_______ per share (“Common Stock”), in accordance with the provisions of the
Plan, all on the terms and conditions hereinafter set forth;
WHEREAS,
Director wishes to accept said offer; and
WHEREAS,
the parties hereto understand and agree that any terms used and not defined
herein have the same meanings as in the Plan.
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as
follows:
1. Terms
of Award. The
Company awards to the Director _____ shares of the Company’s Common Stock (the
“Shares”) in accordance with the terms of this Agreement.
2. Provisions
of Plan Controlling. The
Director specifically understands and agrees that the Shares issued under the
Plan are being awarded to the Director pursuant to the Plan, copies of which
Plan the Director acknowledges he has read, understands and by which he agrees
to be bound. The provisions of the Plan are incorporated herein by reference.
In
the event of a conflict between the terms and conditions of the Plan and this
Agreement, the provisions of the Plan will control.
3. Vesting
of Restricted Stock.
(a) Except
as
provided in paragraph (b), the Shares awarded hereunder shall be forfeited
to
the Company for no consideration in the event that Director is no longer a
director of the Company.
(b) The
Shares awarded hereunder shall be fully vested in the Director and no longer
subject to a risk of forfeiture pursuant to paragraph (a) upon the occurrence
of
the earliest of the following events:
[DESCRIBE
VESTING PROVISIONS]
4. Dividend
and Voting Rights.
Director
shall have the right to vote any Shares awarded hereunder and to receive any
dividends declared with respect to such Shares, provided that such voting and
dividend rights shall lapse with respect to any Shares that are forfeited to
the
Company pursuant to Section 3(a) of this Agreement.
5. Additional
Shares. (a) If
the Company shall pay a stock dividend or declare a stock split on or with
respect to any of its Common Stock, or otherwise distribute securities of the
Company to the holders of its Common Stock, the number of shares of stock or
other securities of the Company issued with respect to the Shares then subject
to the restrictions contained in this Agreement shall be added to the Shares
subject to this Agreement. If the Company shall distribute to its stockholders
shares of stock of another corporation, the shares of stock of such other
corporation distributed with respect to the Shares then subject to the
restrictions contained in this Agreement shall be added to the Shares subject
to
this Agreement.
(b) If
the
outstanding shares of Common Stock of the Company shall be subdivided into
a
greater number of shares or combined into a smaller number of shares, or in
the
event of a reclassification of the outstanding shares of Common Stock of the
Company, or if the Company shall be a party to a merger, consolidation or
capital reorganization, there shall be substituted for the Shares then subject
to the restrictions contained in this Agreement such amount and kind of
securities as are issued in such subdivision, combination, reclassification,
merger, consolidation or capital reorganization in respect of the Shares subject
to this Agreement.
6. Legends. All
certificates representing the Shares to be issued to the Director pursuant
to
this Agreement shall have endorsed thereon legends substantially as
follows:
“The
shares represented by this certificate are subject to restrictions set forth
in
a Restricted Stock Agreement dated [date] with the Company, a copy of which
Agreement is available for inspection at the offices of the Company or will
be
made available upon request.”
“The
shares represented by this certificate have been taken for investment and
they
may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such shares
shall
be effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption
from registration under such Act is then available, and (2) there shall have
been compliance with all applicable state securities laws.”
7. Investment
Intent. The
Director represents and warrants to the Company that the Shares are being
acquired for the Director’s own account, for investment, and not with a view to,
or for sale in connection with, the distribution of any such
Shares.
8. Notices. Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified
mail,
return receipt requested, addressed as follows:
|
To
the Company:
|
Attn:
Chairman
of the Board
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, #▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile
No.:
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To
the Director:
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____________________________
|
____________________________
____________________________
Facsimile
No.: _______________
or
to
such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given upon
the earlier of receipt, one business day following delivery to a recognized
courier service or three business days following mailing by registered or
certified mail.
9. Governing
Law. This
Agreement shall be construed and enforced in accordance with the law of the
State of Maryland.
10. Withholding.
Prior to
delivery of Shares to Director upon the release of the restrictions stated
in
Section 3 hereof, Director shall be required to make arrangements, satisfactory
to the Company, for appropriate withholding for federal, state, and local tax
purposes. Director is permitted to satisfy any such tax withholding
requirements, in whole or in part, by delivering Shares to the Company
(including Shares awarded hereunder) having a fair market value (as determined
by Company in its sole discretion) equal to the amount of such tax.
11. Benefit
of Agreement. Subject
to the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
12. Entire
Agreement. This
Agreement, together with the Plan, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect
or
be used to interpret, change or restrict, the express terms and provisions
of
this Agreement, provided, however, in any event, this Agreement shall be subject
to and governed by the Plan.
13. Modifications
and Amendments. The
terms and provisions of this Agreement may be modified or amended as provided
in
the Plan.
14. Waivers
and Consents. The
terms and provisions of this Agreement may be waived, or consent for the
departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect
to
any other terms or provisions of this Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and
for
the purpose for which it was given, and shall not constitute a continuing waiver
or consent.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a
duly
authorized officer, and the Director has hereunto set his hand, all as of the
day and year first above written.
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By:
___________________________________
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Name:
_____________________________
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|
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Title:
______________________________
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| _________________________________ | |
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Director
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