Exhibit 4.5
NOTICE OF GRANT OF STOCK
APPRECIATION RIGHTS AWARD
NIVS INTELLIMEDIA TECHNOLOGY
GROUP, INC.
2009 OMNIBUS INCENTIVE
PLAN
FOR GOOD AND VALUABLE CONSIDERATION, NIVS
IntelliMedia Technology Group, Inc. (the “Company”)
hereby grants, pursuant to the provisions of the Company’s
2009 Omnibus Incentive Plan (the “Plan”), to the
Participant designated in this Notice of Grant of Stock
Appreciation Rights Award (the “Notice”) the right to
the appreciation in value from the Date of Grant with respect to
the aggregate number of Shares of the Company’s Common Stock
set forth in this Notice, subject to certain restrictions as
outlined below in this Notice and the additional provisions set
forth in the attached Terms and Conditions of Stock Appreciation
Rights Award (collectively, the “Agreement”). Also
enclosed is a copy of the information statement describing
important provisions of the Plan.
|
Grantee: [__________]
|
|
Date of
Grant : ____________
|
|
Exercise
Price per Share : $____
|
|
Expiration
Date : ____________
|
|
Total Number
of Shares in respect of which Stock Appreciations Rights
Granted : _______
|
|
Total
Exercise Price : $______
|
Vesting Schedule :
__________________________________
|
|
Exercise
After Termination of Employment :
Termination
of Employment for any reason : any non-vested portion of the Award expires
immediately;
Termination
of Employment due to death or Disability : vested portion of the Award is exercisable by
the Grantee (or, in the event of the Grantee’s death, the
Grantee’s legal personal representative) for twelve months
after the Grantee's Termination;
Termination
of Employment for any reason other than death or
Disability : vested
portion of the Award expires immediately.
In no event
may this Award be exercised after the Expiration Date as provided
above .
|
|
[Performance
Conditions:] [insert as
appropriate]
|
By signing
below, the Grantee agrees that this Stock Appreciation Rights Award
is granted under and governed by the terms and conditions of the
Company’s 2009 Omnibus Incentive Plan, this Notice and the
attached Terms and Conditions.
|
Grantee
|
|
NIVS
IntelliMedia Technology Group, Inc.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
Title:
|
|
|
|
Date:
|
|
|
Date:
|
|
|
|
|
|
|
|
|
TERMS AND CONDITIONS OF STOCK
APPRECIATION RIGHTS AWARD
1.
Grant of SAR . The Stock Appreciation Rights
("SAR") granted to the Grantee and described in the Notice of Grant
of Stock Appreciation Rights Award (the "Notice") is subject to the
provisions of the Plan, which is incorporated by reference in its
entirety into these Terms and Conditions of Stock Appreciation
Rights Award (these "Terms and Conditions").
The Board of Directors of the Company has
authorized and approved the 2009 Omnibus Incentive Plan (the
“Plan”), and the Plan has been approved by the
Company’s stockholders. The Committee has approved
an award to the Grantee of a SAR to acquire the value of the
appreciation in the Company’s Common Stock following the Date
of Grant, conditional on the Grantee’s acceptance of the
provisions set forth in the Plan, the Notice and these Terms and
Conditions within 60 days after the Notice and these Terms and
Conditions are presented to the Grantee for review. For
purposes of the Notice and these Terms and Conditions, any
reference to the Company shall include a reference to any
Affiliate.
The Company intends that this SAR not be
considered to provide for the deferral of compensation under
Section 409A of the Code and that this Agreement shall be so
administered and construed. Further, the Company may
modify the Plan and this Award to the extent necessary to fulfill
this intent.
2.
Exercise of SAR .
(a)
Right to Exercise . This SAR shall be
exercisable, in whole or in part, during its term in accordance
with the vesting schedule set out in the Notice and with the
applicable provisions of the Plan and this Agreement. No
Shares shall be issued pursuant to the exercise of this SAR Award
unless the issuance and exercise comply with applicable
laws. Assuming such compliance, for income tax purposes
the Shares shall be considered transferred to the Grantee on the
date on which the SAR is exercised with respect to such
Shares. To the extent permitted under Section 6.03 of
the Plan, the Committee may, in its discretion, (i) accelerate
vesting of the SAR, or (ii) extend the applicable exercise
period.
(b)
Method of Exercise . The Grantee may exercise the
SAR by delivering an exercise notice in a form approved by the
Company (the “Exercise Notice”) which shall state the
election to exercise the SAR, the number of Shares with respect to
which the SAR is being exercised, and such other representations
and agreements as may be required by the
Company. Subject to Section 7 of these Terms and
Conditions, thi
