Grant No.: _____
NEW GENERATION BIOFUELS HOLDINGS,
INC.
2007 OMNIBUS INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
New Generation
Biofuels Holdings, Inc., a Florida corporation (the
“Company”), hereby grants shares of its common stock,
$.001 par value (the “Stock”), to the Grantee named
below, subject to the vesting conditions set forth in the
attachment. Additional terms and conditions of the grant
are set forth in this cover sheet and in the attachment
(collectively, the “Agreement”) and in the
Company’s 2007 Omnibus Incentive Plan (the
“Plan”).
Grant
Date:________ ___, _______
Name of
Grantee: __________________
Grantee's
Employee Identification
Number: ______________
Number of
Shares of Stock Covered by Grant: ___________
Purchase Price
per Share of Stock: $_____.___
Vesting Start
Date: __________________, _____
By signing this cover sheet, you agree to all of
the terms and conditions described in this Agreement and in the
Plan, a copy of which is also attached. You acknowledge
that you have carefully reviewed the Plan, and agree that the Plan
will control in the event any provision of this Agreement should
appear to be inconsistent with the Plan. Certain
capitalized terms used in this Agreement are defined in the Plan,
and have the meaning set forth in the Plan.
Grantee: __________________________________________________________________________________________________________________
Company: __________________________________________________________________________________________________________________
Title: __________________________________________________________________________________________________________________
This is not a stock certificate or a negotiable
instrument .
NEW GENERATION BIOFUELS
HOLDINGS, INC.
2007 OMNIBUS INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
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Restricted
Stock/ Nontransferability
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This grant is
an award of Stock in the number of shares set forth on the cover
sheet, at the purchase price set forth on the cover sheet, and
subject to the vesting conditions ("Restricted
Stock"). The purchase price is deemed paid by your prior
services to the Company. To the extent not yet
vested, your Restricted Stock may not be transferred, assigned,
pledged or hypothecated, whether by operation of law or otherwise,
nor may the Restricted Stock be made subject to execution,
attachment or similar process.
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Vesting
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The Company
will issue your Restricted Stock in your name as of the Grant
Date.
Your right to
the Stock under this Restricted Stock Agreement vests according to
Exhibit A , “Vesting Schedule”, provided you
then continue in Service. The resulting aggregate number
of vested shares will be rounded down to the nearest whole number,
and you cannot vest in more than the number of shares covered by
this award.
No additional
shares of Stock will vest after your Service has terminated for any
reason.
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Forfeiture
of Unvested Stock
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In the event
that your Service terminates for any reason, you will forfeit to
the Company all of the shares of Stock subject to this grant that
have not yet vested or with respect to which all applicable
restrictions and conditions have not lapsed.
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Issuance
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The issuance of
the Stock under this grant shall be evidenced in such a manner as
the Company, in its discretion, will deem appropriate, including,
without limitation, book-entry, registration or issuance of one or
more Stock certificates, with any unvested Restricted Stock bearing
a legend with the appropriate restrictions imposed by this
Agreement. As your interest in the Stock vests, the
recordation of the number of shares of Restricted Stock
attributable to you will be appropriately modified.
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Withholding
Taxes
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You agree, as a
condition of this grant, that you will make acceptable arrangements
to pay any withholding or other taxes that may be due as a result
of the payment of dividends or the vesting of Stock acquired under
this grant. In the event that the Company determines
that any federal, state, or local tax or withholding payment is
required relating to the payment of dividends or the vesting of
shares arising from this grant, the Company shall have the right to
require such payments from you, or withhold such amounts from other
payments due to you from the Company or any
Affiliate. Subject to the prior approval of
the
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Company, which
may be withheld by the Company, in its sole discretion, you may
elect to satisfy this withholding obligation, in whole or in part,
by causing the Company to withhold shares of Stock otherwise
issuable to you or by delivering to the Company shares of Stock
already owned by you. The shares of Stock so delivered
or withheld must have an aggregate Fair Market Value equal to the
withholding obligation and may not be subject to any repurchase,
forfeiture, unfulfilled vesting, or other similar
requirements.
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Section
83(b)
Election
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Under Section
83 of the Internal Revenue Code of 1986, as amended (the "Code"),
the difference between the purchase price paid for the shares of
Stock and their Fair Market Value on the date any forfeiture
restrictions applicable to such shares lapse will be reportable as
ordinary income at that time. For this purpose,
"forfeiture restrictions" include the forfeiture as to unvested
Stock described above. You may elect to be taxed at the
time the shares are acquired, rather than when such shares cease to
be subject to such forfeiture restrictions, by filing an election
under Section 83(b) of the Code with the Internal Revenue Service
within thirty (30) days after the Grant Date. You will
have to make a tax payment to the extent the purchase price is less
than the Fair Market Value of the shares on the Grant
Date. No tax payment will have to be made to the extent
the purchase price is at least equal to the Fair Market Value of
the shares on the Grant Date. The form for making this
election is attached as Exhibit B hereto. Failure
to make this filing within the thirty (30) day period will result
in the recognition of ordinary income by you (in the event the Fair
Market Value of the shares as of the vesting date e
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