AXS-ONE INC.
RESTRICTED STOCK
AGREEMENT
2005 STOCK INCENTIVE
PLAN
This Agreement (this “
Agreement ”) is made as of December 11, 2007 (the
“ Date of
Grant ”), by and
between AXS-One Inc., a Delaware corporation (the “
Company ”), and William P. Lyons (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.
[Plan] (the “ Plan ”), the Company hereby grants to the Grantee
[number] 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 in their entirety on the first
anniversary 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
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
Restricted Shares and all rights and privileges given hereby shall
immediately terminate and the R
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