Exhibit 4.5
HILL INTERNATIONAL,
INC.
2009 NON-EMPLOYEE DIRECTOR STOCK
GRANT PLAN
SECTION 1. Purpose
The purpose of this 2009
Non-Employee Director Stock Grant Plan is to promote the interests
of Hill International, Inc. and its stockholders by enabling the
Company to attract and retain the best available individuals for
service as Non-Employee Directors of the Company.
SECTION 2. Definitions and
Construction
2.1 Definitions.
As used in the Plan, terms defined
parenthetically immediately after their use shall have the
respective meanings provided by such definitions, and the terms set
forth below shall have the following meanings (in either case, such
terms shall apply equally to both the singular and plural forms of
the terms defined):
(a) “Award” means any
Common Stock awarded under the Plan.
(b) “Award Agreement”
means the agreement, certificate or other instrument evidencing the
grant of any Award under the Plan.
(c) “Awarded Stock”
means the Common Stock awarded to a Grantee pursuant to the Plan
which is subject to any forfeiture and/or restrictions on
transferability in accordance with Section 6 of the
Plan.
(d) “Board” means the
Board of Directors of the Company.
(e) “Cause” means a
felony conviction of a Non-Employee Director or the failure of a
Non-Employee Director to contest prosecution for a felony, or a
Non-Employee Director’s willful misconduct or dishonesty, any
of which is determined by the Board to be directly and materially
harmful to the business or reputation of the Company.
(f) “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.
(g) “Common Stock” means
common shares, par value $.0001, of the Company.
(h) “Company” means Hill
International, Inc., a Delaware corporation.
(i) “Disability” means
permanent and total disability as determined under procedures
established by the Board for purposes of the Plan.
(j) “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time,
and any successor thereto.
(k) “Fair Market Value”
means as of any specified date, the closing price of the Common
Stock on the New York Stock Exchange (or, if the Common Stock is
not then listed on such exchange, such other national securities
exchange or other market on which the Common Stock is then listed
or admitted to trading, as the case may be) on that date, or if no
prices are reported on that date, on the last preceding date on
which such prices of the Common Stock are reported
(l) “Grantee” means a
Non-Employee Director who has been granted an Award, or the
personal representative, heir or legatee of the Grantee who has
rights to Awarded Stock.
(m) “Non-Employee
Director” means a member of the Board who is not an employee
of the Company or any Subsidiary of the Corporation.
(n) “Plan” means this
2009 Non-Employee Director Stock Grant Plan, as the same may be
amended from time to time.
(o) “Restriction Period”
means the period during which shares of Awarded Stock are subject
to forfeiture or restrictions on transfer (if applicable) as
described in Section 6 of the Plan and any applicable Award
Agreement.
(p) “Retirement” means a
Non-Employee Director’s voluntary retirement from the
Board.
(q) “Securities Act”
means the Securities Act of 1933, as amended from time to time, and
any successor thereto.
2.2 Gender and Number.
Except where otherwise indicated by
the context, reference to the masculine gender shall include the
feminine gender, the plural shall include the singular and the
singular shall include the plural.
2.3 Severability.
In the event any provision of the
Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.
SECTION 3. Shares Subject To The
Plan
3.1 Shares Available.
The Common Stock to be offered under
the Plan may be unissued Common Stock or Common Stock held in
treasury. The aggregate number of shares of Common Stock subject to
Awards under the Plan shall not exceed 200,000 shares, subject to
the adjustments provided in Section 7.
3.2 Canceled, Terminated or
Forfeited Awards. Any
shares of Common Stock subject to any portion of an Award which, in
any such case and for any reason, expires, or is canceled,
terminated or otherwise forfeited, without the recipient having
received any benefits of ownership (as such phrase is construed by
the Securities and Exchange Commission or its staff), shall again
be available for distribution in connection with Awards under the
Plan.
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SECTION 4. Administration
4.1 General.
The Plan shall be administered by
the Board. Subject to the express provisions of the Plan, the Board
shall have authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the
terms and provisions of the Awards and Agreements (which shall
comply with and be subject to the terms and conditions of the Plan)
and to make all other determinations necessary or advisable for the
administration of the Plan. The Board’s determin
