CARBIZ INC.
2007 INCENTIVE STOCK PLAN
RESTRICTED STOCK AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR
This Restricted Stock Agreement is entered into
as of {DATE 1} pursuant to Article VII of the Carbiz Inc. 2007
Incentive Stock Plan (the “Plan”) and evidences the
grant, and the terms, conditions and restrictions pertaining
thereto, of Restricted Stock awarded to {NAME} (the
“Participant”).
| 1. |
Award of Shares . In consideration of the
services rendered to Carbiz Inc. (the “Company”) and/or
its Subsidiaries by the Participant as a member of the Board of
Directors of the Company or a Subsidiary, the Committee hereby
grants to the Participant a Restricted Stock Award as of {DATE 1}
(“Award Date”), covering {NUMBER} Shares of the Company
(the “Award Shares”) subject to the terms, conditions,
and restrictions set forth in this Agreement. This Award is granted
pursuant to the Plan and is subject to the terms thereof.
|
| |
|
|
| 2. |
Period of Restriction .
|
| |
|
|
|
(a) |
Subject to earlier vesting or forfeiture as
hereinafter provided, the period of restriction (the “Period
of Restriction”) applicable to the Award Shares is as
follows: (1) one year from the Award Date with respect to 20% of
the Award Shares, (2) two years from the Award Date with respect to
the second 20% of the Award Shares, (3) three years from the Award
Date with respect to the third 20% of the Award Shares, (4) four
years from the Award Date with respect to the fourth 20% of the
Award Shares, and (5) five years from the Award Date with respect
to the fifth and final 20% of the Award Shares.
|
| |
|
|
|
(b) |
Notwithstanding any other provision of this
Agreement to the contrary, if a Change in Control occurs after the
Award Date and during the continuation of the Participant’s
Board Service (as defined in Paragraph 7), the Period of
Restriction shall end and any remaining restrictions applicable to
any of the Award Shares shall automatically terminate and the Award
Shares shall be free of restrictions and freely transferable.
|
| |
|
|
|
(c) |
Except as otherwise provided pursuant to
Paragraph 2(b) or 6, the applicable portion of the Award Shares
shall become freely transferable by the Participant after the last
day of its Period of Restriction.
|
| |
|
|
| 3. |
Share Certificates . The share
certificate(s) for the Award Shares shall be registered on the
Company’s share transfer books in the name of the Participant
in certificated form. Physical possession of the share
certificate(s) shall be retained by the Company until such time as
the Period of Restriction lapses.
|
| |
|
|
|
In addition to any other legend(s) required
under applicable United States federal or state securities laws or
any other applicable laws, any certificate(s) evidencing the Award
Shares shall bear the following legend, during the Period of
Restriction:
|
The sale or other transfer of the shares
represented by this certificate, whether voluntary, involuntary, or
by operation of law, is subject to certain restrictions on transfer
set forth in the Carbiz Inc. 2007 Incentive Stock Plan, in the
rules and administrative procedures adopted pursuant to such Plan,
and in a Restricted Stock Agreement dated {DATE 1}. A copy of the
Plan, such rules and procedures, and such Restricted Stock
Agreement may be obtained from the Secretary of Carbiz Inc.
- 1 -
| 4. |
Voting Rights . During the Period of
Restriction, the Participant may exercise full voting rights with
respect to the Award Shares.
|
| |
|
|
| 5. |
Dividends and Other Distributions .
During the Period of Restriction, the Participant shall be entitled
to receive currently all dividends and other distributions paid
with respect to the Award Shares (other than dividends or
distributions which are paid in Shares). If, during the Period of
Restriction, any such dividends or distributions are paid in
Shares, such Shares shall be registered in the name of the
Participant and, if issued in certificate form, deposited with the
Company as provided in Pa
|
|
