Exhibit 10.1
INTCOMEX, INC.
RESTRICTED STOCK GRANT
AGREEMENT
THIS AGREEMENT (the
“Agreement”), made as of the th
day of
,
20 , between Intcomex, Inc., a Delaware
corporation (the “Company”), and
(the “Grantee”).
WHEREAS, the Company desires to
promote the interests of the Company by providing key service
providers of the Company with an appropriate incentive to encourage
them to continue in the service and to improve the growth and
profitability of the Company; and
WHEREAS, the Board of Directors of
the Company (the “Board”) has determined that it is in
the best interests of the Company to make a grant of common stock
of the Company, non-voting, subject to certain vesting conditions
and transfer restrictions (“Restricted Stock”) to the
Grantee, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants hereinafter set forth, the
parties hereto hereby agree as follows:
1 Grant of Restricted Stock .
Pursuant to, and subject to the terms and conditions set forth
herein, the Company hereby grants Grantee
shares of Restricted Stock (the “Restricted Stock
Award”).
2. Grant Date . The Grant
Date of the Restricted Stock Award hereby granted is
,
20 .
3. Vesting; Lapse of
Restrictions .
(a) Vesting Schedule . The
Restricted Stock Award shall vest and any Transfer Restrictions (as
defined below) shall lapse with respect to all
shares
of common stock, non-voting, subject to such Restricted Stock Award
on the third anniversary of the Grant Date (the “Vesting
Date”), respectively, subject to the Grantee’s
continued service with the Company as of such
anniversary.
(b) Additional Vesting on a
Termination. Notwithstanding Section 3(a) hereof, Grantee
shall immediately vest and all Transfer Restrictions shall lapse
with respect to 100% of the Restricted Stock on the earlier of
(i) death or disability (as determined in good faith by the
Board) and (ii) Grantee, after being nominated to the Board,
is not elected to the Board by shareholders of the Company. In the
event Grantee’s service with the Company is terminated for
any reason other than as described in the immediately preceding
sentence, upon such termination, if the Restricted Stock Award that
has not yet vested, it shall be immediately forfeited.
4. Change in Control . In the
event of a Change in Control (as defined below) other than in the
event of a public offering (whether primary or secondary) of the
Company’s common stock, the Company shall have the right to
terminate the Grantee’s then outstanding unvested Restricted
Stock underlying the Restricted Stock Award, in which case the
Company, or the successor or acquiror in such Change in Control,
shall pay to the Grantee an amount in cash equal to the product of
the number of unvested shares of the Restricted Stock times the per
share consideration paid to the holders of the Company’s
common stock in the Change in Control. The termination of the
Restricted Stock and related cash payments under this section shall
occur, and be paid to the Grantee, respectively, immediately prior
to the Change in Control. For purposes of this section,
“Change in Control” shall mean the occurrence of any of
the following events:
(a) Any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities
of the Company representing more than fifty percent (50.0%) of
the total voting power represented by the Company’s then
outstanding voting securities;
(b) The consummation of the sale or
disposition by the Company of all or substantially all of the
Company’s assets; or
(c) The consummation of a merger or
consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or
its parent) at least fifty percent (50.0%) of the total voting
power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such
merger or consolidation.
5. Rights of Grantee . Exce
