Exhibit
10.1
PEERLESS SYSTEMS
CORPORATION
2005 INCENTIVE AWARD
PLAN RESTRICTED STOCK AWARD AGREEMENT
THIS
RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”),
dated as of ____________ (the “Date of
Grant”), is made by and between Peerless Systems Corporation,
a Delaware corporation (the “Company”), and
_____________ (the “Grantee”).
WHEREAS,
pursuant to the 2005 Incentive Award Plan, as amended (the
“Plan”), the Company may grant Restricted
Stock;
WHEREAS, the Company’s director
compensation policy provides that, on the date of the
Company’s annual meeting of stockholders, each director who
is re-elected to the Board of Directors (the “Board”)
shall receive __________ shares of Restricted Stock;
WHEREAS, pursuant to such policy, on
_______________, the Board approved the grant of _______ shares of
Restricted Stock to the Grantee, comprised of _______ shares of
Restricted Stock issuable in connection with Grantee’s
re-election to the Board on _______________, inadvertently
not previously issued, and _______ shares of
Restricted Stock issuable in connection with Grantee’s
re-election to the Board on _______________;
WHEREAS,
the Company desires to grant to the Grantee the number of shares of
Restricted Stock provided for herein;
NOW,
THEREFORE, in consideration of the recitals and the mutual
agreements herein contained, the parties hereto agree as
follows:
Section 1.
Grant of Restricted Stock Award
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Grant of
Restricted Stock. The
Company hereby grants to the Grantee _______ shares of
Restricted Stock (the “Award”) upon the terms and
conditions set forth in this Agreement and as otherwise provided in
the Plan.
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Incorporation of Plan; Capitalized
Terms. The provisions of
the Plan are hereby incorporated herein by reference. Except as
otherwise expressly set forth herein, this Agreement shall be
construed in accordance with the provisions of the Plan and any
capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Plan. The Administrator shall
have final authority to interpret and construe the Plan and this
Agreement and to make any and all determinations thereunder, and
its decision shall be binding and conclusive upon the Grantee and
his/her legal representative in respect of any questions arising
under the Plan or this Agreement.
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Section 2.
Terms and Conditions of Award
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The grant of
Restricted Stock provided in Section 1(a) shall be subject to the
following terms, conditions and restrictions: Ownership of
Shares. Subject to the restrictions set forth in the Plan and
this Agreement, the Grantee shall possess all incidents of
ownership of the Restricted Stock granted hereunder, including the
right to receive or reinvest dividends with respect to such
Restricted Stock and the right to vote such Restricted
Stock.
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Restrictions. Restricted Stock and any interest therein, may
not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of, except by will or the laws of descent and
distribution, during the Restricted Period. Any attempt to dispose
of any Restricted Stock in contravention of the above restriction
shall be null and void and without effect.
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Certificate;
Book Entry Form; Legends. The Company shall issue the shares of Restricted
Stock either (i) in certificate form or (ii) in book
entry form, registered in the name of the Grantee, with legends, or
notations, as applicable, referring to the terms, conditions and
restrictions applicable to the Award. Grantee agrees that any
certificate issued for Restricted Stock prior to the lapse of any
outstanding restrictions relating thereto shall be inscribed with
the following legends:
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“THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND
RESTRICTIONS AGAINST TRANSFER (THE “RESTRICTIONS”),
CONTAINED IN THE 2005 INCENTIVE AWARD PLAN OF PEERLESS SYSTEMS
CORPORATION, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE
SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF
SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE,
SHALL BE NULL AND VOID AND WITHOUT EFFECT. “
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(d)
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Lapse of Restrictions. All restrictions with respect to _______ shares
of Restricted Stock granted hereunder shall lapse on the earlier of
(i) _______________ and (ii) the date of the Company’s _____
annual meeting of stockholders. All restrictions with
respect to the remaining _______ shares of Restricted
Stock granted hereunder shall lapse on the earlier of (i)
_______________ and (ii) the date of the Company’s _____
annual meeting of stockholders. Upon the lapse of restrictions
relating to any shares of Restricted Stock, the Company shall, as
applicable, either remove the notations on any such shares of
Restricted Stock issued in book-entry form or deliver to the
Grantee or the Grantee’s personal representative a stock
certificate representing a number of shares of Common Stock, free
of the restrictive legend described in Section 2(c), equal to
the number of shares of Restricted Stock with respect to which such
restrictions have lapsed. If certificates representing such
Restricted Stock shall have theretofore been delivered to the
Grantee, such certificates shall be returned to the Company,
complete with any necessary signatures or instruments of transfer
prior to the issuance by the Company of such unlegended shares of
Common Stock. Upon lapse of such restrictions, the
Common Stock may not be sold, offered for sale, ple
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