Exhibit 10.2
ECHO THERAPEUTICS, INC.
2008 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the
“Agreement”), dated as of the
day of
, 20
(the “Grant Date”), is between Echo Therapeutics, Inc.,
a Minnesota corporation (the “Company”), and
(the “Grantee”), [a] [an] [employee] [non-employee
director] [consultant] of the Company or of a “Related
Corporation,” as defined in the Echo Therapeutics, Inc. 2008
Equity Incentive Plan (the “Plan”).
WHEREAS, the Company desires to grant
the Grantee shares of common stock in the Company
(“Shares”) subject to certain restrictions as
hereinafter provided, in accordance with the provisions of the
Plan, a copy of which is attached hereto (if not previously
provided to the Grantee);
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Restricted
Stock . The Company hereby grants to the Grantee as of the
Grant Date
Shares subject to the restrictions set forth in Paragraph 2
(the “Restricted Stock”). This grant is in all respects
limited and conditioned as hereinafter provided, and is subject in
all respects to the terms and conditions of the Plan now in effect
and as it may be amended from time to time (but only to the extent
that such amendments apply to outstanding grants of Restricted
Stock). Such terms and conditions are incorporated herein by
reference, made a part hereof, and shall control in the event of
any conflict with any other terms of this Agreement.
2. Vesting . The Grantee
shall vest in ( i.e. , have the right to sell, assign,
transfer, pledge, or otherwise encumber or dispose of) the
Restricted Stock granted under the Agreement as indicated in the
schedule below. The “Committee” (as defined in the
Plan) may at any time accelerate the time at which the restrictions
on all or any part of the Restricted Stock will lapse.
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| Date Shares of Restricted Stock |
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Become Vested |
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Number of Shares |
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[One Year from Grant
Date]
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Shares [25% of the total number of Shares granted under this
Agreement] |
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|
|
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[Two Years from
Grant Date]
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|
an
additional
Shares [25% of the total number of Shares granted under this
Agreement] |
|
|
|
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[Three Years from
Grant Date]
|
|
an
additional
Shares [25% of the total number of Shares granted under this
Agreement] |
|
|
|
|
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[Four Years from
Grant Date]
|
|
an
additional
Shares [25% of the total number of Shares granted under this
Agreement] |
Notwithstanding the foregoing, all unvested Restricted Stock
granted to the Grantee shall become fully vested at any earlier
time set forth in the Grantee’s Employment Agreement with the
Company (if any).
3. Restriction Provisions;
Share Certificate . The Company’s transfer agent shall
register the Grantee’s Restricted Stock in a book entry in
the Grantee’s name, and shall include provisions in its
records noting the restricti
