Notice of
Grant of Restricted Stock Units
and
Restricted Stock Unit Agreement
1373 BOGGS
DRIVE
MOUNT AIRY,
NORTH CAROLINA 27030
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Restricted
Stock Unit Number:
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Plan:
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Effective
________, you have been granted an award of ________Restricted
Stock Units of INSTEEL INDUSTRIES, INC. (the
“Corporation”).
Restricted
Stock Units will become fully vested on the date shown.
Except as
otherwise provided in the attached Restricted Stock Unit Agreement,
Restricted Stock Units that have not become or will be unable to
become vested by the date shown above shall expire and be
forfeited.
By your
signature and the Corporation’s signature below, you and the
Corporation agree that these Restricted Stock Units are granted
under and governed by the terms and conditions of the
Corporation’s 2005 Equity Incentive Plan as amended and the
Restricted Stock Unit Agreement, all of which are attached and made
a part of this document.
2005 EQUITY INCENTIVE PLAN
OF
INSTEEL INDUSTRIES, INC.
Restricted Stock Unit
Agreement
In furtherance of
the purposes of the 2005 Equity Incentive Plan of Insteel
Industries, Inc., as amended (the “Plan”), and in
consideration of the services of the Participant and such other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Corporation and the Participant
hereby agree as follows:
1.
Incorporation of Plan . The rights and duties of the
Corporation and the Participant under this Agreement shall in all
respects be subject to and governed by the provisions of the Plan,
the terms of which are expressly incorporated herein by reference
and made a part hereof. In the event of any conflict between the
provisions in the Agreement and those of the Plan, the provisions
of the Plan shall govern. Unless otherwise defined herein,
capitalized terms in this Agreement shall have the same definitions
as set forth in the Plan.
2. Grant
of Restricted Stock Units . The Corporation hereby grants to
the Participant pursuant to the Plan, as a matter of separate
inducement and agreement in connection with his employment or
service to the Corporation, and not in lieu of any salary or other
compensation for his services, the number of Restricted Stock Units
(“RSU’s” or, if singular, “RSU”)
subject to the restrictions and other conditions set forth in the
attached Notice of Grant of Restricted Stock Units (the
“Notice”) and in this Restricted Stock Unit Agreement.
Each RSU shall entitle the Participant to receive one share of the
Corporation’s common stock (the “Common Stock”)
on the vesting date, subject to the terms of the Plan and this
Agreement. The RSU’s granted hereunder will be reflected in a
book account maintained by the Corporation, and prior to
distribution of shares of Common Stock upon vesting of the
RSU’s, the RSU’s shall represent an unsecured
obligation of the Corporation.
3.
Vesting . Subject to Section 4 hereof, the RSU’s
shall become vested and nonforfeitable as of the date set forth in
the Notice of Grant of Restricted Stock Units (the “vesting
date”). RSU’s shall be settled solely in shares of the
Corporation’s Common Stock. The Participant shall receive one
share of Common Stock for each RSU vesting on the vesting date as
soon as practicable after such date, but in no event later than the
later of (a) the 15 th day of the third month following the
Participant’s first taxable year in which the RSU is no
longer subject to a “substantial risk of forfeiture”
within the meaning of Section 409A of the Code, and Treasury
Regulations thereunder (“Code Section 409A”), or
(b) the 15 th day of the third month following the end of the
Corporation’s first taxable year in which the RSU is no
longer subject to such a substantial risk of forfeiture, or
otherwise in accordance with Code Section 409A.
4.
Termination of Employment; Change in Control . Except as
otherwise expressly provided in this Section 4 or as
determined by the Administrator, all rights of the Participant
under the Plan with respect to the unvested portion of the RSU
shall terminate upon termination of the Participant’s
employment with the Corporation. RSU’s that have not vested
as of the Participant’s termination of
employment
shall be forfeited by the Participant to the Corporation without
payment of any consideration by the Corporation, and neither the
Participant, nor any successor, heir, assign or personal
representative of the Participant, shall have any further right to
or interest in the RSU’s. Notwithstanding the
foregoing:
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