Exhibit 10.5
ENERGY CONVERSION DEVICES, INC.
Form of Restricted Stock Award Agreement
Under
the Energy Conversion Devices, Inc. 2006 Stock
Incentive Plan
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Participant: _____________________________________________
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Grant
Date: _______________________________________,
2007
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Restricted
Shares: ________________________________________
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This Restricted Stock Award Agreement (this
“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.
Capitalized terms not defined herein have the meanings ascribed to
such terms in the Energy Conversion Devices, Inc.
2006 Stock Incentive Plan of the Company, as amended
from time to time (the “Plan”).
1.
The Award . The Company
hereby grants the restricted shares (the “Award”) to
the Participant, as of the Grant Date, pursuant to and subject to
all of the terms and conditions of this Agreement and the Plan, the
provisions of which are incorporated herein. A copy of the Plan is
on file in the office of the Company. If there is any conflict
between the provisions of this Agreement and the Plan, the Plan
will control.
2.
Restricted Stock and Vesting
. Each Restricted Share represents the right of the
Participant to receive, upon vesting and the satisfaction of any
required tax withholding obligation, one share of common stock, par
value $.01, of the Company (“Common Stock”). As of the
date hereof and until the date such restricted shares are vested,
or are terminated or forfeited in accordance with this Agreement,
the Participant shall be entitled to all the rights of a holder of
Common Stock as if the outstanding restricted shares were so
vested, including the right to vote and to receive dividends. The
Participant may not sell, assign, transfer, pledge, hypothecate,
mortgage or otherwise dispose of, by gift or otherwise, or in
anyway encumber any of the restricted shares prior to vesting,
except as otherwise permitted by the Plan.
Prior to vesting, at the Company’s election,
the shares of Common Stock relating to such restricted shares will
either be represented in book-entry form by the transfer agent for
the Common Stock or by a certificate held by the Company or such
transfer agent. Any certificate relating to the restricted shares
shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the applicable terms, conditions
and restrictions.
Subject to the terms and conditions set forth
herein, the restricted shares shall vest on the third anniversary
of the Grant Date (“Vesting Date”). As soon as
practicable after vesting, but no later than the date that is
2½ months after the end of the Participant’s tax year in
which the Vesting Date occurs, the Company shall deliver
certificate(s) representing the shares of Common
Stock vested as of such period to the Participant or his or her
designee. Such certificate(s) shall be registered in the name of
the Participant.
