OSAGE EXPLORATION AND DEVELOPMENT, INC. RESTRICTED STOCK AGREEMENT GREG FRANKLINDevelopment Agreement |
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OSAGE
EXPLORATION AND DEVELOPMENT, INC.
RESTRICTED
STOCK AGREEMENT
RAN
FURMAN
THIS
AGREEMENT, dated and effective as of November 9, 2007 (the "Grant Date") by
and
between Osage Exploration and Development, Inc., a Delaware corporation (the
“Company"), and Ran Furman (the "Executive"), is entered into as
follows:
WHEREAS,
the Company and the Executive are parties to an Employment Agreement made and
entered into on November 9, 2007 (the "Employment Agreement"); and
WHEREAS,
pursuant to the Employment Agreement, the Effective Date of the Executive's
employment with the Company is November 9, 2007 ("Effective Date");
and
WHEREAS,
the Board of Directors of the Company has determined that, as an inducement
material to the Executive's agreement to enter into employment with the Company,
in satisfaction of the Company's obligation under Section 4(c) of the Employment
Agreement, and subject to the restrictions stated below, the Executive should
be
granted shares of the Company’s $0.0001 par value Common Stock (the "Restricted
Stock");
NOW,
THEREFORE, the parties hereby agree as follows:
1.
Grant
of Stock.
Pursuant
to Section 4(c) of the Employment Agreement, the Executive is hereby granted,
effective on the Grant Date and subject to the terms and conditions of this
Agreement, 600,000 shares of the Company’s Common Stock $0.0001 par value (the
“Restricted Stock”).
2.
Issuance of Stock.
As
soon
as practicable, the Company shall cause the shares of Restricted Stock to be
issued in the Executive's name. The Restricted Stock shall be held in the
custody of the Company or its designee for the Executive's account. The
Restricted Stock shall be subject to the restrictions described herein. The
Restricted Stock shall bear appropriate legends with respect to the restrictions
described herein. The Restricted Stock has been granted pursuant to the Osage
Exploration and Development, Inc. 2007 Equity Based Compensation Plan (the
“Plan”) and is subject to all provisions of the Plan, which are hereby
incorporated herein by reference, and to the following provisions of this
Agreement (capitalized terms not defined herein are used as defined in the
Plan):
3.
Vesting.
(a)
The
interest of the Executive in the Restricted Stock shall vest as to 100% of
the
Restricted Stock (600,000) on January 1, 2009.
(b)
Notwithstanding the foregoing, pursuant to and in accordance with the terms,
conditions and definitions of the Employment Agreement, the interest of the
Executive in the Stock shall vest as to 100% of the then unvested Restricted
Stock upon the Executive's termination of employment (i) through a Change of
Control, (ii) upon termination of employment for Good Reason or (iii) upon
termination without Cause (as such terms are defined in the Employment
Agreement).
4.
Restrictions.
(a)
No
portion of the Restricted Stock or rights granted hereunder may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of by the
Executive until such portion of the Restricted Stock becomes vested in
accordance with Section 3 of this Agreement. The period of time between the
date
hereof and the date all Restricted Stock becomes vested is referred to herein
as
the "Restriction Period."
(b)
If
the Executive's employment with the Company is terminated for any reason which
does not give rise to 100% vesting of the Rest
