Exhibit 10.1
ENGLOBAL CORPORATION
2009 EQUITY INCENTIVE PLAN
Notice of Stock Award
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You have been granted a right to acquire
restricted Common Stock of the
Company (the "Stock Award"), subject to the terms and conditions of
this Notice
of Stock Award (the "Notice"), the ENGlobal Corporation 2009 Equity
Incentive
Plan (the "Plan"), and the attached Stock Award Agreement (the
"Award
Agreement"). Unless otherwise defined in this Notice, all terms
used in this
Notice that are defined in the Plan shall have the meaning as
defined in the
Plan.
Name and Address of Participant:
Total Number of Shares of Common Stock
Granted (the "Shares"):
Purchase Price Per Share
Fair Market Value Per Share:
Date of Grant:
Vesting
Schedule:
Subject to the Participant's continuous
status as a ________________ and other
limitations set forth in this Notice,
the Award Agreement and the Plan, the
Shares shall vest _______________. In
accordance with Section 4 of the Award
Agreement, all Shares that are unvested
as of the date the Participant ceases to
qualify as a ________________ shall
immediately and automatically be
forfeited
and returned to the Company.
In the event of a Change in Control, the
Shares shall automatically become fully
vested immediately prior to the
specified effective date of such Change
of Control.
[SIGNATURES ON FOLLOWING PAGE]
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By your signature and the signature of the
Company's representative, you
and the Company agree that the Shares granted are governed by the
terms and
conditions of this Notice, the Award Agreement, and the Plan, all
of which are
attached to and made a part of this document.
ENGLOBAL CORPORATION
By:
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William A. Coskey, P.E.
Chief Executive Officer
PARTICIPANT ACKNOWLEDGMENT
--------------------------
The Participant acknowledges receipt of a
copy of the Award Agreement and
the Plan, and represents that he or she is familiar with the
provisions thereof,
and hereby accepts the Shares subject to all of the terms and
provisions hereof
and thereof. The Participant has reviewed this Notice, the Award
Agreement and
the Plan in their entirety, has had an opportunity to obtain the
advice of
counsel prior to executing this Notice, and fully understands all
provisions of
this Notice, the Award Agreement and the Plan. The Participant
hereby agrees
that all questions of interpretation and administration relating to
this Notice,
the Award Agreement and the Plan shall be resolved by the
Committee. The
Participant further agrees to the venue selection in accordance
with Section 16
of the Award Agreement.
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Signature
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Print Name
----------------------------------
Dated
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ENGLOBAL CORPORATION
2009 EQUITY INCENTIVE PLAN
Stock Award Agreement
---------------------
1. Grant of Shares. Subject to the terms
and provisions of the ENGlobal
Corporation 2009 Equity Incentive Plan (the "Plan"), the Notice of
Stock Award
(the "Notice"), and this Stock Award Agreement (the "Award
Agreement"), the
Company hereby grants to the Participant named in the Notice, the
Total Number
of Shares of Common Stock Granted (the "Shares"). Unless otherwise
defined
herein, all terms used in this Award Agreement that are defined in
the Plan
shall have the meaning as defined in the Plan.
2. Purchase Price Per Share. If the
granted Shares are subject to a
purchase price, as set forth in the Notice, the Participant shall
have the right
to purchase such Shares at the specified purchase price in
accordance with such
procedures as may be established by the Committee from time to
time.
3. Vesting. The Shares shall vest in
accordance with the vesting schedule
set forth in the Notice (the "Vesting Schedule").
4. Risk of Forfeiture.
4.1 General
Rule. The Shares shall initially be subject to a risk of
forfeiture. The Participant may not transfer, assign, encumber, or
otherwise
dispose of any Shares subject to a risk of forfeiture other than in
accordance
with the Notice, Award Agreement and the Plan. If the Participant
transfers any
such Shares in accordance with the terms of the Notice, Award
Agreement and the
Plan, then this Section 4 shall apply to the transferee to the same
extent as to
the transferor.
4.2 Lapse of
Risk of Forfeiture. The risk of forfeiture shall lapse as
the Participant vests in the Shares in accordance with the Vesting
Schedule.
4.3
Forfeiture of Shares. The Shares subject to a risk of
forfeiture
shall automatically be forfeited and immediately returned to the
Company upon
the Participant ceasing to qualify as a ________________.
5. Transfer Restrictions. The Shares
issued to the Participant hereunder
may not be sold, transferred by gift, pledged, hypothecated, or
otherwise
transferred or disposed of by the Participant prior to the date
when the Shares
become vested pursuant to the Vesting Schedule. Any attempt to
transfer Shares
in violation of this Section 5 shall be null and void and shall be
disregarded.
6. Escrow of Shares. For purposes of
facilitating the enforcement of the
provisions of this Award Agreement, the Participant agrees,
immediately upon
receipt of the certificate(s) for the Shares, to deliver such
certificate(s),
together with an Assignment Separate from Certificate in the form
attached
hereto as Exhibit A, executed in blank by the Participant with
respect to each
such stock certificate, to the Secretary of the Company, or their
designee, to
hold in escrow for so long as such Shares have not vested pursuant
to the
Vesting Schedule, with the authority to take all such actions and
to effectuate
all such transfers and/or releases as may be necessary or
appropriate to
accomplish the objectives of this Award Agreement in accordance
with the terms
hereof. The Participant hereby acknowledges that the appointment of
the
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Secretary of the Company (or their designee) as the escrow holder
hereunder with
the stated authorities is a material inducement to the Company to
make this
Award Agreement and that such appointment is coupled with an
interest and is
accordingly irrevocable. The Participant agrees that such escrow
holder shall
not
