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Exhibit 10.2
COMPUTER SOFTWARE INNOVATIONS, INC.
2006 RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "Agreement"), dated as of
the 20 th day of
June, 2006, between Computer Software Innovations, Inc., a Delaware
corporation (the "Company") and Jeffery A. Bryson (the "Director"),
is made pursuant and subject to the provisions of the
Company’s 2005 Incentive Compensation Plan, as amended, and
any future amendments thereto (the "Plan"). The Plan, as it may be
amended from time to time, is incorporated herein by reference. All
terms used in this Agreement that are defined in the Plan shall
have the same meanings given them in the Plan.
1. Award of Restricted Stock . Subject to the terms and
conditions of the Plan and subject further to the terms and
conditions herein set forth, the Company on this date awards to the
Director Twenty Three Thousand Three Hundred Fifty
(23,350) shares of Common Stock of the Company (the
"Restricted Stock"). The Restricted Stock will vest in accordance
with the schedule set forth in paragraph 2(a).
2. Terms and Conditions . The award of Restricted Stock
hereunder is subject to the following terms and conditions:
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Date
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Percent of
Award Vested
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Number of
Shares Vested
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50
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%
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11,675
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100
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%
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23,350
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The vesting of 11,675 shares at the conclusion of
the 2007 Annual Meeting of Stockholders as reflected in the above
table is contingent upon the Director’s election to a
successive term as director at such meeting.
(b) Resale Restrictions . None of the shares of
Restricted Stock issued by the Company to the Director may be sold
until such shares have vested in accordance with paragraph 2(a) or
the Plan. Further, none of the shares of Restricted Stock issued by
the Company to the Director pursuant to the provisions hereof,
whether fully vested or not, may be sold, transferred, pledged,
exchanged, hypothecated or otherwise disposed of by the Director
until the earlier of (i) March 1, 2007, or (ii) the
date on which a Change in Control of the Company (as defined in
Section 1.06 of the Plan) occurs. The foregoing provisions of
this paragraph 2(b) shall be referred to as the "Resale
Restrictions" and the period from the date hereof until the date on
which the Resale Restrictions expire shall be referred to as the
"Restriction Period."
(c) Certificate(s) Issued . The stock
certificate(s) evidencing the Restricted Stock shall be issued and
registered on the Company’s books in the name of the Director
as of the date hereof. Upon expiration of the Restriction Period
set forth above with respect to any shares of Restricted Stock, the
Company shall, upon the request of the Director, cause a stock
certificate or certificates, without legend, covering the requisite
number of vested shares of Restricted Stock which are no longer
subject to the Restriction Period, to be registered on the
Company’s books in the name of the Director and delivered to
the Director within thirty (30) days after such request. Upon
receipt of such stock certificate(s) without the restricted stock
legend, the Director shall be free to hold or dispose of such
certificate(s), subject to (1) the general conditions and
procedures provided in the Plan and this Agreement and (2) the
applicable restrictions and procedures of federal and state
securities laws.
(d) Stockholder Rights . Prior to any forfeiture of the
shares of Restricted Stock, the Director shall, subject to the
restrictions of the Plan, have all rights of a stockholder with
respect to the shares of Restricted Stock awarded hereunder,
including the right to receive dividends, warrants and other stock
rights and to vote the shares of Restricted Stock; provided,
however, that (i) the Director may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of any shares of
Restricted Stock during the Restriction Period as provided in
paragraph 2(b) above; (ii) the Company shall retain custody of
the certificate(s) evidencing the shares of Restricted Stock until
the expiration of the Restriction Period; and (iii) the
Director will deliver to the Company a stock power, endorsed in
blank, with respect to the award of Restricted Stock in the form
attached as Exhibit A. The Company agrees that such stock power
will be used solely to effect transactions in the Restricted Stock
that are contemplated by this Agreement, including but not limited
to giving effect to any forfeiture of Restricted Stock resulting
from failure to comply with the vesting requirements described in
paragraph 2(a) hereof.
(e) Reservation of Rights . The Company reserves the
right to retain physical possession
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