Exhibit 10.27
FORM OF RESTRICTED STOCK
AGREEMENT
China Direct, Inc.
431 Fairway Drive, Ste
200
Deerfield Beach, Florida
33441
Dear Restricted Stock Award
Recipient:
China Direct, Inc. (the
“Company”) is pleased to make the following award to
you as described below:
1. Pursuant to the
provisions of the China Direct, Inc. 2008 Non-Executive Stock
Incentive Plan, as the same may be amended, modified and
supplemented (the “Plan”), the Committee (as defined in
the Plan) hereby grants to you as of the award date (“Award
Date”) set forth in the Certificate of Restricted Stock Award
set forth in Schedule A attached to this Agreement (the
“Certificate”), subject to the terms and conditions of
the Plan and subject further to the terms and conditions herein set
forth, an award of shares of the Company’s common stock, par
value $.001 per share (the “Restricted Stock”) set
forth in the Certificate related to this award.
2. It is
understood and agreed that the award evidenced by this agreement
(the “Agreement”) is subject to the following terms and
conditions:
(a) You
shall be entitled to exercise and enjoy all rights and entitlements
of ownership of the Restricted Stock, including the right to vote
such Restricted Stock on all matters which come before the
shareholders of the Company and the right to receive dividends and
other distributions thereon, except that, until the Restricted
Stock vests (as provided in Section 2(b)) the following
restrictions (the “Restrictions”) shall apply: (i) you
may not sell, transfer, assign, give, place in trust, or otherwise
dispose of or pledge, grant a security interest in, or otherwise
encumber the Restricted Stock and any such attempted disposition or
encumbrance shall be void and unenforceable against the Company;
(ii) dividends and other distributions on the Restricted Stock will
be subject to the provisions set forth in Sections 2(e) and 5
hereof; and (iii) your shares of Restricted Stock will be subject
to forfeiture pursuant to the provisions of Section 2(c)
hereof.
(b) Subject
to the other provisions of this Section 2, the Restricted Stock
will vest in accordance with the vesting schedule and terms set
forth in Schedule A attached hereto. If the Restricted Stock does
not vest according to the terms and conditions set forth in
Schedule A, the Restricted Stock will be forfeited and returned to
the Company, and all your rights, or the rights of your heirs in
and to such Restricted Stock and stock dividends thereon will
terminate, unless the Committee determines otherwise in its sole
and absolute discretion.
(c) Subject
to Section 2(d) hereof, if your directorship with the Company
terminates for any reason whatsoever, with or without cause,
voluntarily or involuntarily (other than by reason of the your
death or permanent and total disability (as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the
“Code”)) all shares of Restricted Stock which have not
vested as provided for in Section 2(b) will be forfeited and
returned to the Company, and all your rights, or the rights of your
heirs in and to such shares and dividends thereon will terminate,
unless the Committee determines otherwise in its sole and absolute
discretion. Upon your death or permanent and total disability (as
defined in Section 22(e)(3) of the Code), the Restricted Stock will
vest with respect to a number of shares of Restricted Stock equal
to the product of (i) a fraction the numerator of which is the
number of completed months elapsed after the Award Date to the date
of death or total disability, as the case may be, and
the
- 1 -
denominator of which is the number of months
from the Award Date through the last Vesting Date as set forth on
Schedule A and (ii) the number of shares of Restricted Stock set
forth in the Certificate that have not vested as provided for in
Section 2(b) of this Agreement. As to any shares of Restricted
Stock then remaining, all such shares of Restricted Stock shall be
forfeited to the Company.
(d) Notwithstanding the
foregoing provisions of this Section 2, if there is a Change in
Control (as hereinafter defined) of the Company, all shares of
Restricted Stock shall vest. For purposes of this Section 2(d), a
“Change in Control” of the Company shall be deemed to
have occurred upon any of the following events:
(i) a
change in control of the Company that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act; or
(ii) the
Common Stock shall cease to be publicly traded after initially
being publicly traded; or
(iii) the
Company’s Board of Directors shall approve a sale of all or
substantially all of the assets of the Company, and such
transaction shall have been consummated; or
(iv) the
Company’s Board of Directors shall approve any merger,
consolidation, or like business combination or reorganization of
the Company, the consummation of which would result in the
occurrence of any event described in Section 2(b)(i) above, and
such transaction shall have been consummated.
(e) Cash dividends, if
any, that are declared on each share of Restricted Stock prior to
the date they vest in accordance with Section 2(b) hereof, will be
paid in your name and will be delivered to you by the Company, as
soon as practicable following the payment thereof. Stock dividends
or other distributions, if any, that are declared on each share of
Restricted Stock prior to the date they vest in accordance with
Section 2(b) hereof, will be issued in your name but will be
subject to the same restrictions as the Restricted Stock and will
be held in custody by the Company until the date they vest as
provided in Section 2(b) hereof.
(f) Subject to the
provisions of Sections 3, 4 and 5 hereof, upon the date the
Restricted Stock vests in accordance with the terms of this Section
2, you shall become entitled to receive a stock certificate
evidencing such shares or have shares delivered electronically to
your broker, and the Restrictions applicable to those shares of
Restricted Stock shall become null and void and cease to exist with
respect to such shares.
3. The issuance or delivery of
any shares of Restricted Stock w
