Exhibit 4.3
NOTICE OF GRANT OF RESTRICTED
STOCK AWARD
NIVS INTELLIMEDIA TECHNOLOGY
GROUP, INC.
2009 OMNIBUS INCENTIVE
PLAN
FOR GOOD AND
VALUABLE CONSIDERATION, NIVS IntelliMedia Technology Group, Inc.
(the “Company”) hereby grants, pursuant to the
provisions of the Company’s 2009 Omnibus Incentive Plan (the
“Plan”), to the Participant designated in this Notice
of Grant of Restricted Stock Award (the “Notice”) the
number of shares of the common stock of the Company set forth in
the Notice, subject to certain restrictions as outlined below in
this Notice and the additional provisions set forth in the attached
Terms and Conditions of Restricted Stock Award (the
“Agreement”). Also enclosed is a copy of the
information statement describing important provisions of the
Plan.
Participant: [__________]
Grant
Date: [__________]
# of Shares
of Restricted
Stock:
[________]
Purchase
Price: Subject
to the withholding provisions of Paragraph 5 of the Terms and
Conditions, this Restricted Stock Award does not require the
Participant to pay any purchase price or other cash consideration
in connection with the issuance or delivery of the Restricted
Stock.
Vesting
Schedule: Subject
to the provisions contained in Paragraphs 4, 5 and 6 of the Terms
and Conditions, this Restricted Stock Award shall vest, and the
applicable Restrictions set forth in the Terms and Conditions shall
lapse in accordance with the following schedule, in the event the
Participant does not have a Termination of Service prior to the
applicable vesting date:
|
Date of Vesting
|
|
Cumulative
Amount Vested
|
|
[Sample
Vesting Schedule]
|
|
|
|
First
Anniversary of Grant Date
|
|
25%
|
|
Second
Anniversary of Grant Date
|
|
50%
|
|
Third
Anniversary of Grant Date
|
|
75%
|
|
Fourth
Anniversary of Grant Date
|
|
100%]
|
Change in
Control: Unless otherwise specified in this Notice of
Grant, no accelerated vesting of any Restricted Shares shall occur
in the event of a Change in Control.
Forfeiture: The Participant’s rights in
the Restricted Stock Award on which the Restrictions have not
lapsed pursuant to the vesting schedule provisions above shall be
forfeited in full in the event of the Participant’s
Termination of Service for any reason.
By signing
below, the Participant agrees that this Restricted Stock Award is
granted under and governed by the terms and conditions of the
Company’s 2009 Omnibus Incentive Plan and the attached Terms
and Conditions.
|
Participant
|
|
NIVS
IntelliMedia Technology Group, Inc.
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Title:
|
|
|
Date:
|
|
|
Date:
|
|
|
|
|
|
|
TERMS AND CONDITIONS OF
RESTRICTED STOCK AWARD
These Terms and
Conditions of Restricted Stock Award relates to the Notice of Grant
of Restricted Stock Award (the “Notice”) attached
hereto, by and between NIVS IntelliMedia Technology Group, Inc.
(the “Company”), and the person identified in the
Notice (the “Participant”).
The Board of
Directors of the Company has authorized and approved the 2009
Omnibus Incentive Plan (the “Plan”), which has been
approved by the stockholders of the Company. The
Committee has approved an award to the Participant of a number of
shares of the Company’s common stock, conditioned upon the
Participant’s acceptance of the provisions set forth in the
Notice and these Terms and Conditions within 60 days after the
Notice and these Terms and Conditions are presented to the
Participant for review. For purposes of the Notice and
these Terms and Conditions, any reference to the Company shall
include a reference to any Affiliate.
|
|
Grant of
Restricted Stock .
|
(a) Subject
to the terms and conditions of the Plan, as of the Grant Date, the
Company grants to the Participant the number of shares of Common
Stock set forth in the Notice (the “Restricted
Shares”), subject to the restrictions set forth in Paragraph
2 of these Terms and Conditions, the provisions of the Plan and the
other provisions contained in these Terms and
Conditions. If and when the restrictions set forth in
Paragraph 2 expire in accordance with these Terms and Conditions
without forfeiture of the Restricted Shares, and upon the
satisfaction of all other applicable conditions as to the
Restricted Shares, such shares shall no longer be considered
Restricted Shares for purposes of these Terms and
Conditions.
(b) As
soon as practicable after the Grant Date, the Company shall direct
that a stock certificate or certificates representing the
applicable Restricted Shares be registered in the name of and
issued to the Participant. Such certificate or
certificates shall be held in the custody of the Company or its
designee until the expiration of the applicable Restricted Period
(as defined in Paragraph 3). On or before the date of
execution of the Notice, the Participant has delivered to the
Company one or more stock powers endorsed in blank relating to the
Restricted Shares.
(c) Except
as provided in Paragraph 1(d), in the event that a certificate for
the Restricted Shares is delivered to the Participant, such
certificate shall bear the following legend (the
“Legend”):
|
|
The ownership
and transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) of the NIVS IntelliMedia Technology Group,
Inc. 2009 Omnibus Incentive Plan and a Restricted Stock Award
Notice entered into between the registered owner and NIVS
IntelliMedia Technology Group, Inc. Copies of such Plan
and Notice are on file in the executive offices of NIVS
IntelliMedia Technology Group, Inc.
|
In addition,
the stock certificate or certificates for the Restricted Shares
shall be subject to such stop-transfer orders and other
restrictions as the Company may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law, and the
Company may cause a legend or legends to be placed on such
certificate or certificates to make appropr
