Exhibit 10.4
CASPIAN SERVICES, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement, entered this date
____________ by and between Caspian Services, Inc. a Nevada
corporation (the “Company”), and ________ (referred
hereinafter as the “Participant”), and jointly referred
to as the Parties or Party.
Effective on the date of this Agreement (the
“Grant Date”) and subject to the terms and condition
set forth herein, the Company hereby grants to Participant a total
of ________ (<__>) shares of Restricted Stock, said number of
shares being determined at market value on the Grant
Date.
a) As soon as practicable, the Company shall cause
the shares of Restricted Stock to be issued in the
Participant’s name. The Restricted Stock shall be subject to
the restrictions described herein. The Restricted Stock shall bear
appropriate legends with respect to the restrictions described
herein. The Participant agrees that the shares of Restricted Stock
shall be deposited with the Company, or such other custodian or
escrow holder as the Company may appoint, to be held until the
vesting and other applicable conditions of this Restricted Stock
Grant are satisfied.
b) Subject to the applicable vesting schedule and
upon expiration of the applicable Period of Restriction, a
certificate or certificates representing the shares to which the
Period of Restriction has so lapsed shall be delivered to the
Participant by the Company, subject to satisfaction of any tax
obligations the Company may have in connection with such
Grant; provided , however ,
that such Shares may nevertheless be evidenced on a
non-certificated basis, to the extent not prohibited by applicable
law or the rules of any stock exchange.
a) The interest of the Participant in the Restricted
Stock shall vest as follows: (i) 50% of the Restricted Stock Grant
shall vest immediately following the date of the Grant; (ii) an
additional 25% of the Restricted Stock Grant will vest on the date
of the first year anniversary of the Grant; and (iii) the remaining
25% will vest on the date of the second year anniversary of the
Grant.
b) Any portion of the Restricted Stock that shall
have become vested on the date of this Restricted Stock Agreement
and upon which the Period of Restriction has lapsed shall be
delivered to the Participant promptly following execution of this
Restricted Stock Agreement.
c) Any portion of the Restricted Stock that is not
vested as of the date of this Restricted Stock Agreement or/and
upon which the Period of Restriction has not yet elapsed shall be
deposited with the Company in accordance with the Section 2
above.
(a) No portion of the Restricted Stock or rights
granted hereunder may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of by the Participant or his
successor or trustee until such portion of the Restricted Stock
becomes vested in accordance with Section 3 of this Agreement and
before Six-Month Holding Period described below has elapsed (the
“Period of Restriction”).
(b) Required Six-Month Holding Period.
No portion of the Restricted Stock, whether vested
or not, may be sold prior to six months from the date of such
portion becomes vested or prior to six months from the date of this
Restricted Stock Agreement, whichever occurs later.
(c) Except for termination for “Ca
