Exhibit 10.2
RESTRICTED STOCK AWARD
AGREEMENT
pursuant to the
XETA TECHNOLOGIES, INC.
2004 OMNIBUS STOCK INCENTIVE PLAN
SUMMARY OF RESTRICTED STOCK AWARD
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Employee Name (the “ Employee
”):
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Date of Grant (“ Date of Grant
”):
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No. of Restricted Shares
Awarded:
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The foregoing Restricted Stock award was granted
by XETA Technologies, Inc. (the “ Company
”) on December 18, 2008 pursuant to its 2004 Omnibus
Stock Incentive Plan as amended (the “ Plan ”),
and is subject to all of the terms and conditions set forth in this
Restricted Stock Award Agreement (this “ Agreement
”) and the Plan, all of which are deemed incorporated herein
in their entirety as one single and fully integrated
agreement.
TERMS OF AWARD
Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them
in the Plan.
1.
Grant of Restricted Stock . The Company hereby grants to
Employee
( )
restricted shares of the Company’s common stock, having a par
value of $.001 per share (the “ Restricted Stock
”), effective as of the Date of Grant. The Restricted
Stock is granted pursuant to the Plan and is subject to the terms
and provisions of this Agreement and the Plan as may be amended
from time to time.
2.
Vesting of Restricted Stock. The Restricted
Stock shall vest in three equal annual installments as follows (so
long as Employee continues to be employed with the Company as of
the vesting date,):
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Vesting Date
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No. of Shares Vested
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January 15, 2010
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January 15, 2011
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January 15, 2012
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Provided that all conditions of this
Agreement and the Plan have been satisfied, on each vesting date
the restrictions of Section 3 shall lapse with respect
to the quantity of Restricted Stock then vesting.
3.
Restrictions . In
addition to the restrictions provided for in the Plan, the
Restricted Stock shall be subject to the following
restrictions.
(a)
The Restricted Stock granted hereunder may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of,
whether voluntarily or involuntarily, by operation of law or
otherwise, until the Restricted Stock becomes vested in accordance
with Section 2 above . Immediately upon any
attempt to transfer the Restricted Stock prior to vesting of any
rights hereunder, all unvested Restricted Stock shall be forfeited
by the Employee.
(b)
If Employee’s employment with the Company is terminated by
the Company without Cause, by Employee voluntarily, by reason of
Employee’s death or retirement, or for any other reason other
than “Cause” as that term is defined in the Plan, all
unvested Restricted Stock will automatically be forfeited, together
with any dividends paid on such unvested Restricted Stock, and all
rights therein will revert and be transferred to and reacquired by
the Company, unless the Committee, in its sole and absolute
discretion, notifies the Employee otherwise within thirty (30) days
following such termination.
(c)
If Employee’s employment with the Company is terminated by
the Company for Cause, all unvested Restricted Stock will,
automatically and immediately, be forfeited by Employee
and
