EXHIBIT 10.3
AE BIOFUELS, INC.
2007 STOCK PLAN
RESTRICTED STOCK UNITS AWARD
AGREEMENT
Unless otherwise defined herein, the
terms defined in the 2007 Stock Plan (the “Plan”) shall
have the same defined meanings in this Restricted Stock Units Award
Agreement (the “Award Agreement”).
I.
NOTICE OF GRANT
Name:
Address:
The undersigned Participant has been
granted the right to receive an Award of Restricted Stock Units,
subject to the terms and conditions of the Plan and this Award
Agreement, as follows:
Grant Number
______________________________
Date of Grant
______________________________
Vesting Commencement Date
______________________________
Number of Restricted Stock
Units
______________________________
Vesting Schedule
:
Subject to any acceleration provisions
contained in the Plan or set forth below, this Restricted Stock
Unit shall vest in accordance with the following
schedule:
[VESTING SCHEDULE.]
In the event Participant ceases to be a
Service Provider for any or no reason before Participant vests in
the Restricted Stock Unit, the Restricted Stock Unit and
Participant’s right to acquire any Shares hereunder will
immediately terminate.
II.
AGREEMENT
1.
Grant . The Company hereby grants to the Participant
named in the Notice of Grant (the
“Participant”) under the Plan an Award of Restricted
Stock Units, subject to all of the terms and conditions in this
Agreement and the Plan, which is incorporated herein by reference.
Subject to Section 18(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms
and conditions of this Agreement, the terms and conditions of the
Plan will prevail.
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2.
Company’s Obligation to
Pay . Each Restricted
Stock Unit represents the right to receive a Share on the date it
vests. Unless and until the Restricted Stock Units will have
vested in the manner set forth in Section 3, Participant will
have no right to payment of any such Restricted Stock Units.
Prior to actual payment of any vested Restricted Stock Units,
such Restricted Stock Unit will represent an unsecured obligation
of the Company, payable (if at all) only from the general assets of
the Company.
3.
Vesting Schedule
.
(a)
General . Subject to Section 3(b), the Restricted Stock
Units awarded by this Agreement will vest in accordance with the
vesting provisions set forth in the Notice of Grant.
Restricted Stock Units scheduled to vest on a certain date or upon the
occurrence of a certain condition will not vest in Participant in
accordance with any of the provisions of this Agreement, unless
Participant will have been continuously a Service Provider from the
Date of Grant until the date such vesting occurs.
(b)
Administrator Discretion
. The Administrator, in its
discretion, may accelerate the vesting of the balance, or some
lesser portion of the balance, of the unvested Restricted Stock
Units at any time, subject to the terms of the Plan. If so
accelerated, such Restricted Stock Units will be considered as
having vested as of the date specified by the
Administrator.
4.
Forfeiture upon Termination of Status
as a Service Provider .
Notwithstanding any contrary provision of this Agreement, the
balance of the Restricted Stock Units that have not vested as of
the time of Participant’s termination as a Service Provider
for any or no reason and Participant’s right to acquire any
Shares hereunder will immediately terminate.
5.
Payment After Vesting
.
(a)
In General . Any Restricted Stock Units that vest in
accordance with Section 3 will be paid to Participant (or in the
event of Participant’s death, as set forth in Section 5(c))
in whole Shares, subject to Participant satisfying any applicable
tax withholding obligations as set forth in Section 6.
Subject to the provisions of Section 5(b), such vested
Restricted Stock Units shall be paid in Shares as soon as
practicable after vesting, but in each such case within the period
ending no later than the date that is two and one half (2½)
months from the end of the Company’s tax year that includes
the vesting date.
(b)
Code Section 409A
. Notwithstanding anything in the
Plan or this Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted
Stock Units is accelerated in connection with Participant’s
termination as a Service Provider (provided that such termination
is a “separation from service” within the meaning of
Section 409A, as determined by the Company), other than due to
death , and if (x) Participant is a “specified
employee” within the meaning of Section 409A at the time of
such termination, and (y) the payment of such accelerated
Restricted Stock Units will result in the imposition of additional
tax under Section 409A if paid to Participant on or within the
six (6) month period following Participant’s termination,
then the payment of such accelerated Restricted Stock Units will
not be made until the date six (6) months and one (1) day
following
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the date of Participant’s
termination, unless the Participant dies following his or her
termination, in which case the Restricted Stock Units will be paid
in Shares to the Participant’s estate as soon as practicable
following his or her death.
It is the intent of this Agreement to
comply with the requirements of Section 409A so that none of the
Restricted Stock Units provided under this Agreement or Shares
issuable thereunder will be subject to the additional tax imposed
under Section 409A, and any ambiguities herein will be interpreted
to so comply. For purposes of this Agreement, “Section
409A” means Section 409A of the Code, and any proposed,
temporary or final Treasury Regulations and Internal Revenue
Service guidance thereunder, as each may be amended from time to
time.
(c)
Death of Participant
. Any distribution or delivery to
be made to Participant under this Agreement will, if Participant is
then deceased, be made to Participant’s designated
beneficiary, or if no beneficiary survives Participant, the
administrator or executor of Participant’s estate. Any
such transf
