Exhibit 10.21
INCENTIVE UNIT GRANT
AGREEMENT
THIS INCENTIVE UNIT GRANT AGREEMENT
is made as of June 15, 2007 (the “ Agreement
”), by and between STR Holdings LLC, a Delaware limited
liability company (the “ Company ”) and
(the “ Grantee ”).
W I T N E S S E T H :
WHEREAS, the Grantee has agreed to
render services to Specialized Technology Resources, Inc. and
its affiliates, including the Company.
WHEREAS, in exchange for the
services to be rendered to or for the benefit of the Company by the
Grantee, the Company desires to issue and grant to the Grantee
Incentive Units, on the terms and conditions set forth in this
Agreement and in the Amended and Restated Limited Liability Company
Agreement of the Company, dated as of the date hereof (as the same
may be amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms thereof, the “
LLC Agreement ”), a copy of which has been furnished
to the Grantee.
NOW, THEREFORE, in order to
implement the foregoing and in consideration of the mutual
representations, warranties, covenants and agreements contained
herein and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1.
Issuance and Grant
. Pursuant to the terms and
subject to the conditions set forth in this Agreement and the LLC
Agreement, the Company hereby agrees to issue and grant to the
Grantee
Class F Units (the “ Incentive Units
”). The Company agrees the Grantee’s provision of
services to or for the benefit of the Company constitutes
sufficient consideration for the Incentive Units. Capitalized
terms used in this Agreement and not otherwise defined in this
Agreement shall have the meanings assigned to them in the LLC
Agreement.
2.
Vesting . The Incentive Units shall vest in
accordance with the LLC Agreement. The grant of the Incentive Units
shall occur on the date hereof (the “ Closing Date
”) and vesting with respect to time shall begin on the
Closing Date.
3.
Section 83(b) Election
. Within 10 days after the
date hereof, Grantee shall timely file (via certified mail, return
receipt requested) with the Internal Revenue Service a completed
election under Section 83(b) of the Code and the
regulations promulgated thereunder in the form of
Exhibit A attached hereto. The Employee shall
provide the Company with proof of such timely filing.
4.
Management Member
. For purposes of the LLC
Agreement, the Grantee will not under any circumstance be deemed a
Management Member.
5.
Representations and Warranties of
the Company . The
Company hereby represents and warrants to each Grantee as
follows:
(a)
The Company is a limited liability
company, duly organized, existing and in good standing, under the
laws of its state of formation.
(b)
The Company has full corporate power
and authority to enter into and perform this Agreement. The
execution, delivery and performance of this Agreement by the
Company has been duly and validly approved by the Company.
This Agreement has been duly executed and delivered by the Company
and constitutes a legal, valid and binding agreement of the
Company, enforceable against Company in accordance with its
terms.
(c)
When issued and delivered in
accordance with this Agreement, the Incentive Units will be duly
authorized, validly issued, fully paid and nonassessable and will
be free of all preemptive rights and any other liens, claims,
charges and other encumbrances other than restrictions on transfer
under the LLC Agreement and applicable federal and state Incentive
Units laws.
6.
Representations and Warranties of
the Grantee . The
Grantee hereby represents and warrants to the Company
that:
(a)
Grantee has the power and authority
to enter into and perform this Agreement and this Agreement
constitutes a valid and legally binding obligation of the
Grantee.
(b)
Grantee is in a financial position
to hold the Incentive Units for an indefinite period of time and is
able to bear the economic risk and withstand a complete loss of
Grantee’s investment in the Incentive Units.
(c)
Grantee believes Grantee, either
alone or with the assistance of Grantee’s own professional
advisor, has such knowledge and experience in financial and
business matters that Grantee is capable of reading and
interpreting financial statements and evaluating the merits and
risks of the prospective investment in the Incentive Units and has
the net worth to undertake such risks.
(d)
Grantee has obtained, to the extent
Grantee deems necessary, Grantee’s own personal professional
advice with respect to the tax consequences of receiving, and the
risks inherent in, the investment in the Incentive Units, and the
suitability of an investment in the Incentive Units in light of the
Grantee’s financial condition and investment
needs.
(e)
Grantee believes that the investment
in the Incentive Units is suitable for the Grantee based upon
Grantee’s investment objectives and financial needs, and
Grantee has adequate means for providing for the Grantee’s
current financial needs and personal contingencies and has no need
for liquidity of investment with respect to the Incentive
Units.
(f)
The Grantee has had, prior to his
purchase of the Incentive Units, been furnished with, and has
carefully read, the LLC Agreement, and Grantee has been given
access to full and complete information regarding the Issuer and
the Company and has utilized such access to Grantee’s
satisfaction for the purpose of obtaining information Grantee
believes to be relevant in making its investment decision and,
particularly, Grantee has either attended or been given reasonable
opportunity to attend a meeting with representatives
