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AXS-ONE
INC.
RESTRICTED STOCK AGREEMENT
2005 STOCK INCENTIVE PLAN
This Agreement (this ‘‘ Agreement
’’) is made as of December 14, 2006 (the ‘‘
Date of Grant ’’), by and between AXS-One Inc.,
a Delaware corporation (the ‘‘ Company
’’), and
(the ‘‘ Grantee ’’).
1. Grant of Restricted Stock
. Subject to and upon the terms,
conditions, and restrictions set forth in this Agreement and in the
AXS-One Inc. 2005 Stock Incentive Plan (the ‘‘
Plan ’’), the Company hereby grants to the
Grantee
shares of Common Stock of the Company. These shares are referred to
in this Agreement as ‘‘ Restricted Shares
’’ during the applicable Restriction Period (as defined
in paragraph 4(c) hereof). Acceptance of the Restricted Shares
shall be deemed to be agreement by the Grantee to the terms and
conditions set forth in this Agreement and the Plan. Certificates
representing the Restricted Shares may not be sold or otherwise
transferred and must be held by the Grantee until the end of the
applicable Restriction Period. Until such terms and conditions have
lapsed with respect to any Restricted Shares, the certificate for
such shares will, at the Company’s option, remain in the
physical possession of the Company or bear a legend to the effect
that they were issued or transferred subject to, and may be sold or
otherwise disposed of only in accordance with, the terms of this
Agreement and the Plan.
2. Stockholder Status .
Effective upon the Date of Grant, the
Grantee will be a holder of record of the Restricted Shares and
will have all rights of a stockholder with respect to such shares
(including the right to vote such shares at any meeting of
stockholders of the Company and the right to receive all dividends
paid with respect to such shares), subject only to the terms and
conditions imposed by this Agreement and the Plan.
3. Effect of Changes in
Capitalization . The number of
Restricted Shares is subject to adjustment as provided in Section
4.2 of the Plan. Any additional or different shares or securities
issued as the result of such an adjustment will be held or
delivered in accordance with this Agreement and will be deemed to
be included within the term ‘‘Restricted
Shares’’.
4. Lapse of Restrictions .
(a) The restrictions set forth in
paragraph 5 below will lapse to the extent of 50% of the Restricted
Shares on each of the first two anniversaries of the Date of
Grant.
(b) Notwithstanding paragraph 4(a), the
restrictions set forth in paragraph 5 below will lapse on all
Restricted Shares at the close of business on the date (i) on which
a Change in Control of the Company (as defined in Section 11.2 of
the Plan) shall occur, (ii) of the Termination of Employment or
Termination of Consultancy of the Grantee by the Company other than
for cause, (iii) on which the Grantee is deemed to have a
Disability (as such term is defined in the Plan), or (iv) of the
Grantee’s death.
(c) As soon as practicable after the
restrictions with respect to any installment of Restricted Shares
lapse at the end of the period applicable to such installment set
forth in paragraphs 4(a) and 4(b) above (the ‘‘
Restriction Period ’’), the Company will deliver
to the Grantee, or the Grantee’s legal representative in case
of the Grantee’s death, promptly after surrender of the
Grantee’s certificate(s) for the Restricted Shares to the
Treasurer of the Company, the certificate or certificates for such
shares free of any legend or further restrictions together with, if
applicable, a new certificate representing any remaining Restricted
Shares. It shall be a condition to the obligation of the Company to
issue or transfer shares of Common Stock upon the lapse of
restrictions that the Grantee (or any person entitled to act under
this paragraph 4(c)) pay to the Company, upon its demand, such
amount as may be requested by the Company for the purpose of
satisfying its liability to withhold federal, state or local income
or other taxes by reason of such issuance or transfer. If the
amount requested is not paid, the Company may refuse to issue or
transfer shares of Common Stock.
5. Restrictions
. During the Restriction Period, neither the
Restricted Shares nor any right or privilege pertaining thereto may
be sold, transferred, assigned, pledged, hypothecated or
otherwise
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disposed of or encumbered in any way, by
operation of law or otherwise, and shall not be subject to
execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of or
encumber the Restricted Shares or any right or privilege pertaining
thereto, otherwise than by will or by the laws of descent and
distribution, or upon the levy of any execution, attachment or
similar process thereupon, the Restri
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