Exhibit 4.15
Nanophase Technologies
Corporation
Performance Share Grant
Agreement
Grant Date:
To:
We are pleased to notify you that Nanophase
Technologies Corporation, a Delaware corporation (the
“Company”), has granted to you
Performance Shares (“Performance Shares”) under the
Nanophase Technologies Corporation 2004 Equity Compensation Plan
(the “Plan”), subject to the terms and conditions of
the Plan and of this Agreement as set forth below.
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1.
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Incorporation of Plan . All provisions of this Agreement and the
rights of Grantee hereunder are subject in all respects to the
provisions of the Plan and the powers of the Committee therein
provided. Capitalized terms used in this Agreement but not defined
shall have the meaning set forth in the Plan.
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2.
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Grant of
Performance Shares .
Effective as of the Date of Grant identified above, the Company
grants to Grantee, subject to the terms and conditions set forth
herein and in the Plan, that number of Performance Shares
identified above in the preamble of this Agreement.
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3.
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Vesting of
Performance Shares; Performance Goals . The Performance Shares granted hereunder shall
not be converted into unrestricted shares of the Company’s
common stock (“Common Stock”) and distributed to
Grantee unless and until such Performance Shares vest and become
non-forfeitable. The Performance Shares shall vest only if the
Performance Goals set forth on the attached Exhibit A (the
“Performance Goals”) are attained within the
Performance Period set forth on Exhibit A (the “Performance
Period”). In the event (x) Grantee has a Termination of
Service at any time during the Performance Period, or (y) fails to
satisfy the Performance Goals within the Performance Period, the
unvested Performance Shares shall be forfeited and Grantee’s
rights in the unvested Performance Shares granted under this
Agreement shall become null and void.
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4.
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Termination
of Service for Cause . In
the event Grantee has a Termination of Service on account of a
termination for Cause (as defined in the Plan) by the Company, in
addition to the forfeiture of unvested Performance Shares as
contemplated in Section 3 above and unless otherwise determined by
the Committee, Grantee shall automatically forfeit all Shares of
Common Stock issued to Grantee in connection with such Performance
Shares for which the Company has not yet delivered the
certificates.
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5.
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Distribution
of Performance Shares .
Except as otherwise provided for in the Plan, the Committee shall
distribute to Grantee, as soon as practicable after the Performance
Shares vest in accordance with Section 3 above, one share of Common
Stock for each vested Performance Share. At the same time of a
distribution of such Common Stock, the Committee shall distribute
any shares of Common Stock representing stock dividends and any
cash dividends (and earnings thereon) that have accrued to the
benefit of Grantee as a result of owning the vested Performance
Shares.
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6.
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Restrictions
on Performance Shares .
Subject to any exceptions set forth elsewhere herein, none of the
Performance Shares granted hereunder or the rights relating thereto
may be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of by Grantee, and Grantee agrees not to sell,
assign, transfer, pledge, hypothecate or otherwise dispose of such
Performance Shares or rights, prior to such Performance Share
vesting and becoming non-forfeitable according to the vesting
condition(s) set forth above in Section 3. As soon as practicable
after a Performance Shares vests and becomes non-forfeitable in
accordance with Section 3 above, the Committee shall distribute to
Grantee one share of Common Stock for each vested Performance
Share. Such share of Common Stock will be freely transferable under
this Agreement and the Plan, subject only to such further
limitations on transfer, if any, as may exist under applicable law
or any other agreement binding upon Grantee.
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Page 1
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7.
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Dividends,
Voting Rights and Other Distributions . Grantee shall be entitled to receive any
additional cash and shares of Common Stock attributable to cash
dividends and/or stock dividends declared and paid with respect to
shares of Common Stock between the date the relevant Performance
Share Grant was initially granted and the date Grantee is entitled
to receive shares of Common Stock pursuant to Section 5, above. For
purposes of determining the amount of cash or shares of Common
Stock accrued by Grantee pursuant to this Section 7, one
Performance Share shall equal one share of Common Stock.
Notwithstanding the above, in no event shall dividends or other
distributions accrue to or for the benefit of Grantee for any
Performance Shares with respect to record dates occurring prior
to
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