EXHIBIT 10.2
RESTRICTED STOCK AGREEMENT PURSUANT TO
PETMED EXPRESS, INC. 2006 RESTRICTED STOCK PLAN
THIS RESTRICTED STOCK AGREEMENT is made this 27th day of
February, 2007 by and between Menderes Akdag (the
"Participant") and PetMed Express, Inc., a Florida corporation,
on behalf of itself, its subsidiaries and affiliates
(collectively, the "Company") pursuant to the Company's 2006
Restricted Stock Plan (the "2006 Plan").
WHEREAS, the Compensation Committee (the "Committee") of the
Board of Directors of the Company authorized and directed the
Company to make an award of stock to the Participant under the
2006 Plan for the purposes expressed in the 2006 Plan;
NOW THEREFORE, in consideration of the foregoing and the
mutual undertakings herein contained, the parties agree as
follows:
1. Grant of Stock. In accordance with the terms of the 2006 Plan
and subject to the further terms, conditions and restrictions
contained in this Agreement, the Company hereby grants to the
Participant 90,000 shares (the "Shares") of the Company's
common stock, par value $.001 per share (the "Common Stock"). As
long as the Shares are subject to the Restrictions set forth in
Section 4 of this Agreement, such shares shall be deemed to be,
and are referred to in this Agreement as, the "Restricted
Shares."
2. Certificates for Shares. Certificates evidencing Restricted
Stock shall be deposited with the Company to be held in escrow
until such Shares are released to the Participant or forfeited in
accordance with this Agreement. The Participant shall,
simultaneously with the delivery of this Agreement, deliver to
the Company a stock power, in blank, executed by the Participant.
If any Restricted Stock is forfeited, the Company shall direct
the transfer agent of the Common Stock to make the appropriate
entries in its records showing the cancellation of the
certificate or certificates for such Restricted Stock and to
return the Shares represented thereby to the Company's treasury.
3. Adjustments in Restricted Stock. In the event of any change
in the outstanding Common Stock by reason of a stock dividend or
distribution, recapitalization, merger, consolidation, split-up,
combination, exchange of shares or the like, the Committee shall
make equitable adjustments in the Restricted Stock corresponding
to adjustments made by the Committee in the number and class of
shares of Common Stock which may be issued under the 2006 Plan.
Any new, additional or different securities to which the
Participant shall be entitled in respect of Restricted Stock by
reason of such adjustment shall be deemed to be Restricted Stock
and shall be subject to the same terms, conditions, and
restrictions as the Restricted Stock so adjusted.
4. Restrictions. During applicable periods of restriction
determined in accordance with Section 6 of this Agreement,
Restricted Stock and all rights with respect to such Stock, may
not be sold, assigned, transferred, exchanged, pledged,
hypothecated or otherwise encumbered or disposed of and shall be
subject to the risk of forfeiture contained in Section 5 of this
Agreement (such limitations on transferability and risk of
forfeiture being herein referred to as "Restrictions"), but the
Participant shall have all other rights of a stockholder,
including, but not limited to, the right to vote and receive
dividends on Restricted Stock, subject to any dividend to be held
in escrow pursuant to the terms of the 2006 Plan.
5. Forfeiture of Restricted Stock. In the event that the
Participant terminates employment with the Company for any
reason other than his or her death or permanent disability, such
event shall constitute an "Event of Forfeiture" and all Shares
which at that time are Restricted Stock shall thereupon be
forfeited by the Participant to the Company without payment of
any consideration by the Company, and neither the Participant
nor any successor, heir, assign or personal representative of the
Participant shall have any right, title or interest in or to such
Restricted Stock or the certificates evidencing them.
6. Lapse of Restrictions. (a) Except as provided in subsections
(b) (and (c) below, the Restrictions on the Restricted Stock
granted under this Agreement shall lapse ratably on each of the
anniversaries of the date of this Agreement in accordance with
the following schedule:
Exhibit 10.2 Page 1 - 2
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Restricted Anniversary
Shares Dates
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30,000 02/27/08
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30,000 02/27/09
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30,000 02/27/10
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(b) In the event that a Participant's employment with the Company
terminates as a result of his or her death or permanent
disability, the Restrictions shall lapse on the Restricted Stock
(if not already lapsed pursuant to subsection (a) above) on the
date of such event.
(c) In the event of a change in control, as defined in the 2006
Plan, any Restriction Period and restrictions imposed on
Restricted Stock shall lapse.
Upon lapse of the Restrictions in accordance with this
Section, the Company shall, as soon as practicable thereafter,
deliver to the Participant, or to the Participant's personal
representative, an unrestricted certificate for the Shares with
respect to which such Restrictions have lapsed.
7. Withholding Requirements. The Company shall have the right to
withhold from sums due to the Participant, or to require the
Participant to remit to the Company in an amount sufficient to
satisfy any Federal, state or local withholding tax requirements
prior to making such payments or delivering any certificate
evidencing such Shares.
8. Effect of Employment. Nothing contained in this Agreement
shall confer upon the Participant the right to continue in the
employment of the Company or affect any right which the Company
may have to terminate the employment of the Participant.
9. Amendment. This Agreement may not be amended except with the
consent of the Committee and by a written instrument duly
executed by the Participant and the Company.
10. Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their heirs,
personal representatives, successors and assigns. Participant
acknowledges receipt of a copy of the 2006 Plan, which is annexed
hereto, represents that he or she is familiar with the terms and
provisions thereof and accepts the award of Shares hereunder
subject to all of the terms and conditions thereof and of this
Agreement. Participant hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the
Committee upon any questions arising under the 2006 Plan or this
Agreement.
IN WITNESS WHEREOF, the Company and the Participant have
each executed and delivered this Agreement as of the date first
above written.
COMPANY:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Chairman of the Board of Directors
PARTICIPANT:
/s/ Menderes Akdag
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Menderes Akdag
Exhibit 10.2 Page 2 - 2