ENERGY CONVERSION DEVICES, INC.
Form Of Restricted Stock Unit
Award Agreement
under the Energy Conversion Devices, Inc.
2006 Stock Incentive Plan
|
Participant:
|
|
|
|
Grant Date:
|
|
, 2008
|
|
|
|
|
|
|
Number of
|
|
|
|
Restricted Stock
Units:
|
|
|
This Restricted Stock Unit Award
Agreement (“Agreement”), dated as of the Grant Date, is
entered into by and between Energy Conversion Devices, Inc., a
Delaware corporation (the “Company”), and the
Participant under the Company’s 2006 Stock Incentive Plan
(the “Plan”). The words “you,”
“your,” and similar terms refer to the Participant to
whom this Award is granted.
1.
Definitions and the Plan . All capitalized terms that are
not otherwise defined in this Agreement have the meanings set forth
in the Plan, the text of which is incorporated into this Agreement
by reference. In case of any conflict between this Agreement and
the Plan, the terms of the Plan shall control.
2.
Number of Shares .
(a) This
Agreement entitles you to the number of Restricted Stock Units set
forth above. Each Restricted Stock Unit will have a nominal value
equal to the Fair Market Value of one Share.
(b) The
number of Restricted Stock Units shall be adjusted to reflect
certain events affecting the Company’s capitalization in
accordance with Section 5.7 of the Plan.
3.
Vesting and Lapse of the Restriction Period . The Restricted
Stock Units ( i.e. , your rights to receive Shares) in this
Award are subject to forfeiture until they vest. The Restricted
Stock Units vest ratably during the 12-month period beginning on
the grant date, 1/12 each month.
Energy Conversion Devices, Inc.
|
Restricted Stock Unit Award
Agreement
|
Page 2 of 4
|
4.
Payment . The Shares represented by the vested Restricted
Stock Units shall be delivered to you within 30 days after you
cease to be a director of the Company. Payment in Shares shall be
subject to the Restrictions on Delivery and Resale set forth
below.
5.
Rights of the Participant as Shareholder .
(a) This
Agreement does not give you any rights of a stockholder. However,
if these Restricted Stock Units vest, you will gain stockholder
rights when Shares are transferred to you.
(b) You shall
receive payments equivalent to dividends or other distributions
with respect to Restricted Stock Units underlying Shares on the
same date and in the same form as the Company’s shareholders,
provided that you remain a director of the Company until such
dividends or other distributions are paid.
6.
Change in Control .
(a) In the
event of a Change in Control, there shall be substituted for each
Share subject to the Restricted Stock Units, the number and class
of shares into which each outstanding Share shall be converted
pursuant to such Change in Control, except as follows. If, in
connection with the Change in Control, each outstanding Share is
not converted into a class of shares that are publicly
traded
