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AMERICA SERVICE GROUP INC.
2009 EQUITY INCENTIVE PLAN
STOCK GRANT CERTIFICATE
This Stock
Grant Certificate evidences a Stock Grant made pursuant to the
America Service Group Inc. (the “Company”) 2009 Equity
Incentive Plan (the “Plan”) of ___ shares of restricted
Stock to ___, who shall be referred to as “Employee.”
This Stock Grant is granted effective as of August 5, 2009,
which shall be referred to as the “Grant
Date.”
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AMERICA SERVICE
GROUP INC.
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By:
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Richard
Hallworth, President & CEO
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§ 1.
Plan and Stock Grant Certificate . This Stock Grant is
subject to all of the terms and conditions set forth in this Stock
Grant Certificate and in the Plan. If a determination is made that
any term or condition set forth in this Stock Grant Certificate is
inconsistent with the Plan, the Plan shall control. All of the
capitalized terms not otherwise defined in this Stock Grant
Certificate shall have the same meaning in this Stock Grant
Certificate as in the Plan. A copy of the Plan will be made
available to Employee upon written request to the corporate
Secretary of the Company
§ 2.
Stockholder Status . Employee shall have the right under
this Stock Grant to receive cash dividends on all of the shares of
Stock subject to this Stock Grant when and as the same are paid to
the stockholders of the Company and to vote such shares until
Employee’s right to such shares is forfeited or becomes
nonforfeitable. If Employee forfeits any shares under § 3,
Employee shall at the same time forfeit Employee’s right to
vote such shares and to receive future dividends paid with respect
to such shares. Any Stock dividends or other distributions of
property (other than cash dividends) made with respect to shares
that remain subject to forfeiture under § 3 shall be held by
the Company, and Employee’s rights to receive such dividends
or other property (other than cash dividends) shall be forfeited or
shall be nonforfeitable at the same time the shares of Stock with
respect to which the dividends or other property are attributable
are forfeited or become nonforfeitable. Except for (1) the
right to receive cash dividends, which shall be paid when and if
paid to the stockholders of the Company and (2) the right to
vote the shares of Stock subject to this Stock Grant which are
described in the first sentence of this § 2, Employee shall
have no rights as a Stockholder with respect to such shares of
Stock until Employee’s interest in such shares has become
nonforfeitable.
§ 3.
Vesting and Forfeiture .
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a.
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Vesting . Subject to § 3(b),
Employee’s interest in the Stock subject to this Stock Grant
shall become nonforfeitable in accordance with
Exhibit B .
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b.
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Forfeiture . If the employee’s employment
is terminated for any reason, except as set forth below, before his
or her interest in all of the shares shall have become
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nonforfeitable (as set forth in
§ 3(a) above), then he or she shall forfeit that portion of
shares which have not then previously become nonforfeitable.
Notwithstanding the foregoing, that portion of the shares that have
not previously become nonforfeitable in accordance with § 3(a)
above shall become fully nonforfeitable prior to the dates set
forth in § 3(a) above if any of the following
occur:
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1.
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If
there is Change in Control of America Service Group Inc., the
shares shall become fully nonforfeitable immediately upon the
occurrence of the event causing the Change in Control. For purposes
of this Agreement, the term Change in Control shall have the
meaning ascribed to it in Section 2.8 of the Plan; provided,
however, that if any Employee has a separate written employment
agreement that specifically defines Change in Control, such
definition shall be used for that Employee only.
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2.
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If
the Employee’s employment with the Company or any of its
affiliates, parents or subsidiaries, is terminated due to the death
of the Employee, the shares shall become fully nonforfeitable upon
the date of death.
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3.
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If
the Employee’s employment with the Company or any of its
affiliates, parents or subsidiaries is terminated due to the
Disability of the Employee, the shares shall become fully
nonforfei
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