Exhibit 10.4
RESTRICTED STOCK AGREEMENT
WINLAND ELECTRONICS, INC.
2008 EQUITY INCENTIVE PLAN
THIS AGREEMENT is made
effective as of this ____ day of ________________, 20___, by
and between Winland Electronics, Inc., a Minnesota
corporation (the “Company”), and
_________________________ (the
“Participant”).
W
I T N E S S E T H:
WHEREAS, the Participant
is, on the date hereof, a key employee, officer, director of
or a consultant or advisor to of the Company or of a
subsidiary of the Company; and
WHEREAS, the Company wishes
to grant a restricted stock award to the Participant for
shares of the Company’s Common Stock pursuant to the
Company’s 2008 Equity Incentive Plan (the
“Plan”); and
WHEREAS, the Administrator
of the Plan has authorized the grant of a restricted stock
award to the Participant;
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants
herein contained, the parties hereto agree as
follows:
1.
Grant
of Restricted Stock Award . The Company
hereby grants to the Participant on the date set forth above
a restricted stock award (the “Award”)
for _____________________ (__________) shares of
Common Stock on the terms and conditions set forth herein,
which shares are subject to adjustment pursuant to Section 15
of the Plan. The Company shall cause to be issued
one or more stock certificates representing such shares of
Common Stock in the Participant’s name and shall hold
each such certificate until such time as the risk of
forfeiture and other transfer restrictions set forth in this
Agreement have lapsed with respect to the shares represented
by the certificate. The Company may also place a
legend on such certificates describing the risks of
forfeiture and other transfer restrictions set forth in this
Agreement providing for the cancellation of such certificates
if the shares of Common Stock are forfeited as provided in
Section 2 below. Until such risks of forfeiture
have lapsed or the shares subject to this Award have been
forfeited pursuant to Section 2 below, the Participant shall
be entitled to vote the shares represented by such stock
certificates and shall receive all dividends attributable to
such shares, but the Participant shall not have any other
rights as a shareholder with respect to such
shares.
2.
Vesting
of Restricted Stock . The shares of Stock
subject to this Award shall remain forfeitable until the
risks of forfeiture lapse according to the following vesting
schedule:
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Vesting Date
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Cumulative Shares/Percent Vested
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If
the Participant’s [employment/directorship/relationship]
with the Company (or a subsidiary of the Company) ceases at
any time prior to a Vesting Date for any reason, including the
Participant’s voluntary resignation or retirement, the
Participant shall immediately forfeit all shares of Stock
subject to this Award which have not yet vested and for which
the risks of forfeiture have not lapsed.
3.
General
Provisions .
a.
Relationship
. This Agreement shall not confer on the
Participant any right with respect to continuance of
employment or other relationship by the Company, nor will it
interfere in any way with the right of the Company to
terminate such employment or relationship.
b.
Securities
Law Compliance . The Participant shall not
transfer or otherwise dispose of the shares of Stock received
pursuant to this Award until such time as counsel to the
Company shall have determined that such transfer or other
disposition will not violate any state or federal securities
or other laws.&n
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