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Exhibit 10.1
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, entered into as of the Grant Date (as defined in
paragraph 1), by and between the Participant and Ascendant
Solutions, Inc. (the "Company");
WITNESSETH THAT :
WHEREAS, the Company maintains the 2002 Equity Incentive Plan (the
"Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee
administering the Plan (the "Committee") to receive a Restricted
Stock Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1.
Terms of Award . The following terms used
in this Agreement shall have the meanings set forth in this
paragraph 1:
The "Participant" is Mark S. Heil.
The "Grant Date" is July 9, 2007.
The "Restricted Period" is the period beginning on the Grant Date
and ending on July 9, 2010; provided, however, that all of the
restrictions on the Restricted Stock set forth herein shall lapse
and such shares of Restricted Stock shall fully vest in accordance
with the following vesting schedule:
One-third, or 33,333, of the total shares of the Restricted Stock
shall no longer be restricted following the first anniversary of
the Grant Date;
An additional one-third, or 33,333, of the total shares of
Restricted Stock shall no longer be restricted following the second
anniversary of the Grant Date; and
An additional one-third, or 33,334, of the total shares of
Restricted Stock shall no longer be restricted following the third
anniversary of the Grant Date.
Notwithstanding the vesting schedule set forth above and so long as
the Date of Termination (as defined in paragraph 6) has not
occurred, in the event of a "Change of Control" as defined in the
Plan, the vesting schedule above shall be accelerated such that the
Restricted Stock shall be deemed to be fully vested immediately
prior to such event.
Notwithstanding the vesting schedule set forth above and so long as
the Date of Termination has not occurred, in the event that the
employment of the Participant is terminated without
“Cause” (as such term is hereinafter defined), the
vesting schedule above shall be accelerated such that the
Restricted Stock shall be deemed to be fully vested immediately
prior to such event. “Cause” means the
occurrence of gross negligence or willful misconduct or malfeasance
or the commission of an act constituting dishonesty or other act of
material misconduct by Participant that affects the Company, its
business, Participant’s employment or Participant's business
reputation.
The number of shares of "Restricted Stock" awarded under this
Agreement shall be 100,000 shares. Shares of "Restricted
Stock" are shares of Stock granted under this Agreement and are
subject to the terms of this Agreement and the Plan.
Other terms used in this Agreement are defined pursuant to
paragraph 6 or elsewhere in this Agreement.
2.
Award . The Participant is hereby granted
the number of shares of Restricted Stock set forth in paragraph
1.
3.
Dividends and Voting Rights . Restricted
Stock shall constitute issued and outstanding shares of Common
Stock for all corporate purposes. The Participant will have the
right to vote such Restricted Stock, to receive and retain all
regular cash dividends and other cash equivalent distributions as
the Board may in its sole discretion designate, pay or distribute
on such Restricted Stock and to exercise all other rights, powers
and privileges of a holder of Common Stock with respect to such
Restricted Stock, with the exceptions that (A) the Participant
will not be entitled to delivery of the stock certificate or
certificates representing any shares of Restricted Stock until the
Restricted Period with respect to such shares of Restricted Stock
shall have expired and unless all other vesting requirements with
respect thereto shall have been fulfilled; (B) the Company
will retain custody of the stock certificate or certificates
representing the Restricted Stock during the Restricted Period;
(C) other than regular cash dividends and other cash
equivalent distributions as the Board may in its sole discretion
designate, pay or distribute, the Company will retain custody of
all distributions ("Retained Distributions") made or declared with
respect to the Restricted Stock (and such Retained Distributions
will be subject to the same restrictions, terms and conditions as
are applicable to the Restricted Stock) until such time, if ever,
as the Restricted Stock with respect to which such Retained
Distribu
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