Exhibit 10.4
RESTRICTED STOCK
AGREEMENT
This Agreement is made as of the 19th day of
December, 2002, by and between Valpey-Fisher Corporation (the
“Company”) and Michael Ferrantino (the
“Employee”).
WHEREAS , the Employee has become an employee of the
Company;
WHEREAS , as an inducement to becoming an employee of the
Company, the Board of Directors of the Company has authorized the
issuance of 100,000 shares of Common Stock of the Company par value
$.05 per share, (the “Common Stock”) on the terms and
conditions set forth herein.
NOW, THEREFORE , in consideration of the foregoing, the mutual
promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Employee hereby agree as
follows:
1. a) Promptly
following receipt of the Purchase Price hereinafter set forth the
Company will cause to be issued to the Employee for a purchase
price of $.05 per share (the “Purchase Price”), 100,000
shares of Common Stock (the “Restricted
Stock”).
b) The
Employee hereby agrees to purchase the Restricted Stock and pay the
Purchase Price therefore promptly following execution
hereof.
2.
Restrictions on Transfer of Restricted Stock
. Except as otherwise provided pursuant to or in
accordance with the terms and provisions of this Agreement, the
Restricted Stock shall be subject to the following restrictions
(the “Restrictions”); namely the Restricted Stock shall
not be sold, exchanged, assigned, transferred or permitted to be
transferred, voluntarily, involuntarily, or by operation of law,
delivered, encumbered, discounted, pledged, hypothecated, or
otherwise disposed of for a period of 5 years (the
“Restricted Period”) from October 23, 2002 (said
October 23, 2002 herein referred to as “the Effective
Date”) except in accordance with the following
provisions:
a) Except
as otherwise provided herein, the Restrictions will terminate with
respect to 20% of the Restricted Stock, upon each anniversary of
the Effective Date, so that all such Restrictions shall terminate
on the fifth anniversary of the Effective Date. Upon the
termination of the Restrictions with respect to shares of
Restricted Stock, whether through the passage of time or as
otherwise provided herein, the Employee shall be entitled to
receive share certificates with respect to such shares hereunder
free of such Restrictions.
b) Five
stock certificates, each for 20,000 shares of Common Stock, shall
be issued to and registered in the name of the Employee, shall bear
the restrictive legend referred to in Section 2(e) and such other
legends as may be appropriate, and shall be subject to appropriate
stop-transfer orders; provided, however, that such certificates
shall be deposited with and held in escrow with the Escrow Agent as
provided in Section 4 until the Restrictions relating thereto
otherwise terminate, and the Employee shall deliver to such Escrow
Agent stock powers endorsed in blank relating to the Restricted
Stock.
c)
(i) To
the extent the Restrictions have not otherwise terminated and the
Restricted Stock has not otherwise been forfeited, as provided in
subsection (d) of this Section 2, such Restrictions shall terminate
(1) with respect to 20% of the Restricted Stock, upon the death of
the Employee after the first anniversary of the Effective Date,
(other than on an anniversary of the Effective Date, and (2)
entirely, upon a Change of Control of the Company.
(ii) For
the purposes of this Agreement a Change in Control of the Company
shall occur:
(a) if
any “Person”, as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (provided that the term
“Person” shall not include Theodore Valpey, Jr., the
Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock in
the Company), becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 70% or more
of the combined voting power of the Company’s then
outstanding securities;
(b) the
stockholders of the Company approve a merger or consolidation of
the Company with any other corporation; other than (i) 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) 30% or more of the
combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger
or
