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Exhibit 4.5
ADEPT TECHNOLOGY,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
I. NOTICE OF GRANT
(Attached).
II. AGREEMENT.
FOR GOOD AND VALUABLE CONSIDERATION,
Adept Technology, Inc. (the “ Company ”), has
granted to the Participant named in the notice of grant attached as
Part I of this Restricted Stock Award Agreement (the “
Notice of Grant ”) as of the date indicated therein
(the “ Grant Date ”) the number of Shares set
forth in the Notice of Grant, upon the other terms and subject to
the conditions set forth in this Restricted Stock Award Agreement
(as amended from time to time), including the Notice of Grant, and
the 2005 Incentive Plan (the “ Plan ”). Any
reference to the Company shall include a reference to any
Subsidiary.
1. Definitions
Defined terms in the Plan
shall have the same meaning in this Agreement, except where the
context otherwise requires.
2. Grant of Restricted
Stock
The terms of this Restricted
Stock Award Agreement apply to any Awards for shares of Restricted
Stock granted under the Plan, which are identified as Restricted
Stock and are evidenced by a Notice of Grant attached as Part I of
this Restricted Stock Award Agreement. Such Notice of Grant shall
specify the grant date (the “ Grant Date ”) and
number of shares of Restricted Stock (the “ Award
”) in accordance with the terms of the Plan and subject to
the conditions set forth in this Agreement and the Plan (as amended
from time to time). The Award represents the right to receive up to
the number of Shares (as adjusted from time to time pursuant to
Section 13 of the Plan) of the Company subject to the
fulfillment of the vesting conditions set forth in the Notice of
Grant and this Agreement. By accepting the Award, the
Participant irrevocably agrees on behalf of the Participant and the
Participant’s successors and permitted assigns to all of the
terms and conditions of the Award as set forth in or pursuant to
this Agreement and the Plan (as such may be amended from time to
time) .
3. Vesting; Prohibition on
Transfer
(a) [ALTERNATIVE A:
Participant’s rights in and to the Shares shall be 100%
vested as of the Grant Date. ] [ALTERNATIVE B:
Participant’s rights in and to the Shares shall not be vested
as of the Grant Date and shall be forfeitable unless and until
otherwise vested pursuant to the terms of this Agreement. After the
Grant Date, provided that the Participant has not experienced a
Termination of Service, the Shares shall become vested
months following the Grant Date. ] Shares that have vested
and are no longer subject to forfeiture are referred to herein as
“ Vested Shares .” Shares that are not
vested and remain subject to forfeiture are referred to herein as
“ Unvested Shares .”
(b) The vesting period of the
Award set forth in Paragraph 3(a) may be adjusted by the Committee
to reflect the decreased level of employment during any period in
which the Participant is on an approved leave of absence or is
employed on a less than full time basis. Notwithstanding anything
to the contrary in this Paragraph 3, the Award shall be subject to
earlier acceleration of vesting and/or forfeiture and transfer as
may be provided in this Agreement and the Plan.
(c) Any sale, transfer,
assignment, encumbrance, pledge, hypothecation, conveyance in
trust, gift, transfer by bequest, devise or descent, or other
transfer or disposition of any kind, whether voluntary or by
operation of law, directly or indirectly, of Unvested Shares shall
be strictly prohibited and void; provided, however, that the
Committee, in its sole discretion, may permit the Participant to
assign or transfer an Award to the extent permitted under the Plan,
provided that the Award shall be subject to all the terms and
condition of the Plan, this Agreement and any other terms required
by the Committee as a condition to such transfer.
4. Status of
Participant
From and after the Grant
Date, Participant will be recorded as a shareholder of the Company
with respect to the Shares and shall have voting rights with
respect to the Shares unless and until any Shares are forfeited or
transferred back to the Company.
5. Dividends
From and after the Grant Date
and unless and until Shares are forfeited or otherwise transferred
back to the Company, the Participant will be entitled to receive
all dividends and other distributions, if any, paid with respect to
the Shares. Dividends payable by the Company to its public
stockholders in cash shall, with respect to any Unvested Shares, be
automatically reinvested in additional Shares at a purchase price
per share equal to the fair market value of a share of Common Stock
on the date such dividend is paid; provided, however that any
fractional Share shall be rounded up to a whole Share on the date
such Share vests. Any additional Shares accrued for Participant
through dividends on Unvested Shares, whether through reinvestment
or through a dividend paid in Shares, shall be subject to the same
restrictions on transferability and risk of forfeiture as the
Unvested Shares with respect to which they were
distributed.
6. Effect of Termination of
Employment; Change in Control
(a) General . Except
as provided in Paragraphs 6(b), (c) or (d) below,
upon a termination of Participant’s employment with the
Company or any Subsidiary for any reason, the Unvested Shares shall
be forfeited by Participant and cancelled and surrendered to the
Company without payment of any consideration to
Participant.
(b) Death; Disability
. Upon the date of a termination of the Participant’s
employment as a result of the death or Total and Permanent
Disablement (as defined in the Plan) of the Participant, all
Unvested Shares shall vest as of such date of termination of the
Participant’s employment.
(c) Retirement/Termination
other than for Cause . Upon Retirement (as defined in the Plan)
of the Participant, any Unvested Shares as of such Retirement or
date of Termination of Service other than for cause shall be
forfeited by Participant and cancelled and surrendered to the
Company without payment of any consideration to
Participant.
(d) Cause . Upon the
date of a termination of the Participant’s employment for
Cause, the Unvested Shares shall be immediately forfeited. For
purposes of this Agreement, the term “ Cause ”
shall mean (i) Participant’s gross misconduct or fraud
in the performance of Participant’s duties to the Company or
any Subsidiary; (ii) Participant’s conviction or guilty
plea or plea of nolo contendere with respect to any felony or act
of moral turpitude; (iii) Participant’s engaging in any
material act of theft or material misappropriation of Company
property in connection with Participant’s employment with the
Company or any Subsidiary, (iv) Participant’s material
breach of the Company’s Code of Conduct as such code may be
revised from time to time or (v) any other Act of Misconduct
(as defined in the Plan).
(e) Change in Control
. In the event of any other change in the number or kind of
outstanding Shares, or any stock or other securities into which
such Shares have been changed, or for which Shares have been
exchanged, whether by reason of a Change in Control (as defined in
the Plan), other merger, consolidation or otherwise, then the
Committee will, in its sole discretion, determine the appropriate
adjustment, if any, to be effected. In addition, in the event of a
change described in this paragraph, the Committee may accelerate
the time or times at which any Award may be exercised and may
provide for cancellation of such accelerated Awards that are not
exercised within a time prescribed by the Committee in its sole
discretion. Notwithstanding anything to the contrary herein, any
adjustment to an Option intended to qualify as an Incentive Stock
Option must comply with the requirements, provisions and
restrictions of the Code.
7. Section 83(b) Election for
Restricted Stock Award; Independent Tax Advice
Under Section 83(a) of
the Internal Revenue Code (the “ Code ”), the
Participant will be taxed on the Shares on the date the Shares vest
and the forfeiture restrictions lapse as set forth in Paragraph 3
of this Agreement, based on their fair market value on such date,
at ordinary income rates subject to payroll and withholding tax and
tax reporting, as applicable. For this purpose, the term
“forfeiture restrictions” means the right of the
Company to receive back any Unvested Shares upon a Termination of
Service. Under Section 83(b) of the Code, the Participant may
elect to be taxed on the Shares on the Grant Date, based upon their
fair market value on such date, at ordinary income rates subject to
payroll and withholding tax and tax reporting, rather than when and
as the Unvested Shares cease to be subject to the forfeiture
restrictions. If Participant elects to accelerate the date on which
he or she is taxed on the Shares under Section 83(b), an
election (an “ 83(b) Election ”) to such effect
must be filed with the Internal Revenue Service within
30 days from the Grant Date of the Award and applicable
withholding taxes must be paid to the Company at that
time.
There are significant risks
associated with the decision to make and 83(b) Election. If the
Participant makes an 83(b) Election and the Unvested Shares are
subsequently forfeited to the Company, the Partic
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