Exhibit 4.4
NOTICE OF GRANT OF RESTRICTED
STOCK UNIT 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 Unit 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 Unit Award (the
“Agreement”). Also enclosed is a copy of the
information statement describing important provisions of the
Plan.
Participant: [__________]
Grant
Date: [__________]
# of
Restricted Stock
Units: [________]
Purchase
Price:
Subject to the withholding
provisions of Section 5 of the Terms and Conditions, this
Restricted Stock Unit Award does not require the Participant to pay
any purchase price or other cash consideration in connection with
this Award, including the issuance or delivery of Common Stock upon
vesting of the Award.
Vesting
Schedule:
Subject to the provisions contained
in Sections 4, 5 and 6 of the Terms and Conditions, this Restricted
Stock Unit 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:
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Date of Vesting
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Cumulative Amount Vested
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[Sample
Vesting Schedule]
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First
Anniversary of Grant Date
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25
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%
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Second
Anniversary of Grant Date
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50
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%
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Third
Anniversary of Grant Date
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75
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%
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Fourth
Anniversary of Grant Date
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100
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%]
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Change in
Control: Unless otherwise specified in this Notice, no
accelerated vesting of any Restricted Stock Units shall occur in
the event of a Change in Control of the Company (as defined in and
subject to the provisions of the Plan).
Forfeiture: The Participant’s rights in
the Restricted Stock Unit 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 Unit 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.
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Participant
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NIVS
IntelliMedia Technology Group, Inc.
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By:
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Title:
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Date:
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Date:
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TERMS AND CONDITIONS OF
RESTRICTED STOCK UNIT AWARD
These Terms and
Conditions of Restricted Stock Unit Award relates to the Notice of
Grant of Restricted Stock Unit 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 Company’s stockholders. 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.
1.
Grant of Restricted Stock Units .
(a) As
of the Grant Date set forth in the Notice of Grant, the Company
grants to the Participant the number of Restricted Stock Units set
forth in the Notice of Grant (the “Units”), which
represent shares of the Company’s Common
Stock. The Units are subject to the restrictions set
forth in Section 2 of this Agreement, these Terms and Conditions,
the provisions of the Plan and the other provisions contained in
these Terms and Conditions.
(b) The
Units granted under this Agreement shall be reflected in a
bookkeeping account maintained by the Company during the Restricted
Period. If and when the restrictions set forth in
Section 2 expire in accordance with the terms of this Agreement,
and upon the satisfaction of all other applicable conditions as to
the Units, such Units (and any related Dividend Units described in
Section 1(c) below) not forfeited pursuant to Section 4 hereof
shall be settled in cash or shares of Common Stock as provided in
Section 1(e) of this Agreement and otherwise in accordance with the
Plan.
(c) With
respect to each Unit, whether or not vested, that has not been
forfeited (but only to the extent such award of Units has not been
settled for cash or Common Stock), the Company shall, with respect
to any cash dividends paid on the Common Stock, accrue and credit
to the Participant’s bookkeeping account a number of Units
having a Fair Market Value as of the date such dividend is paid
equal to the cash dividends that would have been paid with respect
to such Unit if it were an outstanding share of Common Stock (the
“Dividend Units”). These Dividend Units
thereafter shall (i) be treated as Units for purposes of future
dividend accruals pursuant to this Section 1(c); and (ii) vest in
such amounts (rounded to the nearest whole Unit) at the same time
as the Units with respect to which such Dividend Units were
received. Any dividends or distributions on Common Stock
paid other than in cash shall accrue in the Participant’s
bookkeeping account and shall vest at the same time as the Units in
respect of which they are made (in each case in the same form,
based on the same record date and at the same time, as such
dividend or other distribution is paid on such Common
Stock).
(d) The
Company’s obligat
