Spectrum Group International, Inc. Employee Restricted Stock Grant Agreement

Exhibit 10.7

Spectrum Group International, Inc.
Employee Restricted Stock Grant Agreement

          THIS AGREEMENT, made as of [DATE], between Spectrum Group International, Inc. (the “Company”) and [NAME] (the “Participant”).

          WHEREAS, the Company has adopted and maintains its 1997 Stock Incentive Plan (the “Plan”) to provide for officers, other employees and directors of, and consultants to, the Company and its subsidiaries an incentive (a) to enter into and remain in the service of the Company, (b) to enhance the long-term performance of the Company, and (c) to acquire a proprietary interest in the success of the Company;

          WHEREAS, the Plan provides that the Board of Directors of the Company (the “Board”) shall administer the Plan and determine the key persons to whom awards shall be granted and the mount and type of such awards; and

          NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

          1. Grant of Restricted Stock . Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Board hereby grants to the Participant [NUMBER] restricted shares (the “Restricted Stock”) of common stock of the Company (“Common Stock”).

          2. Grant Date . The grant date of the Restricted Stock is [DATE], which was the date the Board approved the grant (the “Grant Date”).

          3. Incorporation of Plan . All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Board, shall govern. Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the Plan.

          4. Vesting . Subject to the further provisions of this Agreement, the Restricted Stock shall vest on the following dates, each of which shall be referred to as a “Vesting Date:”

Notwithstanding the foregoing, in the event that the Participant’s employment with the Company terminates by reason of the Participant’s death or becoming “Totally Disabled”, or is terminated by the Company without “Cause” or by the Participant for “Good Reason” (as each such term is

defined in the Employment Agreement), then the Restricted Stock shall automatically and immediately vest and the effective date of such event shall be deemed a “Vesting Date”.

          5. Restrictions on Transferability of Unvested Shares . Until a share of Restricted Stock vests, the Participant shall not transfer the Participant’s rights to such share of Restricted Stock or to any rights related thereto. Any attempt to transfer unvested shares of Restricted Stock or any rights related thereto, whether by transfer, pledge, hypothecation or otherwise and whether voluntary or involuntary, by operation of law or otherwise, shall not vest the transferee with any interest or right in or with respect to such shares of Restricted Stock or such related rights.

          6. Termination of Service . In the event that the Participant’s employment with the Company is terminated by the Company for “Cause” or by the Participant without “Good Reason” before all the shares of Restricted Stock are vested, all unvested shares of Restricted Stock, together with any property received in respect of such shares, as set forth in Section 10 hereof, shall be forfeited as of the date Participant’s employment terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares.

          7. Issuance of Certificates .

          (a) Reasonably promptly after the Grant Date, the Company shall issue stock certificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend:

“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE SPECTRUM GROUP INTERNATIONAL, INC.’S 1997 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN SPECTRUM GROUP INTERNATIONAL, INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF SPECTRUM GROUP INTERNATIONAL, INC.”

If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.

          (b) Each certificate issued pursuant to Section 7(a) hereof, together with the stock powers relating to such shares of Restricted Stock, shall be held in escrow by the Company. The Company shall issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of the Participant.

          (c) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof, provided that the Company may require that such legend, coding or stop order remain to the extent it deems appropriate in light of the restrictions provided in Section 9.

          (d) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Board, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash.

          (e) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate bo