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EXHIBIT 10.5
MEDIS TECHNOLOGIES LTD.
2007 EQUITY INCENTIVE PLAN
RESTRICTED SHARE AGREEMENT
AGREEMENT,
dated as of [_____] [__], 2007, between Medis Technologies
Ltd., a Delaware corporation (the “Company”), and
[__________] (the “Grantee”).
W I T N E S S E T H:
WHEREAS,
as of April 18, 2007, the Company adopted the Medis
Technologies Ltd. 2007 Equity Incentive Plan (the
“Plan”), which Plan authorizes, among other
things, the grant of restricted shares of common stock, $.01
par value (“Common Stock”), of the Company to
directors, officers and employees of the Company and to other
individuals; and
WHEREAS,
the Company’s Compensation Committee, as administrator
of the Plan, has determined that it would be in the best
interests of the Company to grant the Restricted Shares
documented herein.
NOW,
THEREFORE, the parties hereto hereby agree as
follows:
1
Definitions . Capitalized terms not defined in this
Agreement shall have the meaning ascribed to such terms in the
Plan.
2
Grant of Restricted Shares . Subject to the terms and
conditions of the Plan and as set forth herein, the Company hereby
grants to the Grantee, as of date hereof, [_____] Restricted Shares
of Common Stock (the “Restricted Stock”).
3
Vesting . Subject to such further limitations as are provided
in the Plan and as set forth herein, the Restricted Stock shall
vest as follows:
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102 Capital Gains
Track Restricted
Stock Award (with
Trustee) (Israel)
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102 Ordinary
Income Track
Restricted
Stock Award
(with Trustee)
(Israel)
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102 Non-
Trustee
Restricted
Stock
Award
(Israel)
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3(9)
Restricted
Stock
Award
(Israel)
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4
Termination of Employment . (a)
If the Grantee does
not remain employed by the Company through the Vesting Date
set forth in
Section 3 ,
all shares of Restricted Stock not vested as of the date Grantee is
no longer employed by the Company will be forfeited
(the
“Forfeited Shares”), the Grantee shall not have any
rights to any of the Forfeited Shares and any stock certificates
then held by the Grantee representing the Forfeited Shares shall be
cancelled and voided. Notwithstanding the foregoing,
i n the
event the Grantee 's employment is terminated due
to death or Disability, all shares of Restricted Stock held by
the Grantee at the time of
such death
or employment termination
due to such
Disability shall immediately become vested
and released from restriction as of such date .
(b) In
the event the Grantee’s employment with the Company
shall terminate (other than on account of death or
Disability) prior to the end of the Restricted Period, or any
other event causing the forfeiture of the Restricted Stock
prior to a Vesting Date, the Grantee shall be obligated
immediately to redeliver to the Company any stock
certificates representing the Forfeited Shares. No payment by
the Company will be due to the Grantee for the Forfeited
Shares.
5
Certificate Legend . The share certificate
evidencing the Restricted Stock issued hereunder shall be endorsed
with the following legend or a legend substantively similar
thereto:
THE
RESTRICTED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
THE
RESTRICTED SHARES REPRESENTED HEREBY ARE SUBJECT TO A
RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF AN
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH
RESTRICTED SHARES, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.
6
Removal of Certificate Legend . After the completion
of the Restricted Period, the Grantee shall be entitled to have the
legend required by Section 5 of this Agreement removed from
the applicable stock certificates for the shares of Restricted
Stock that have not been forfeited; provided, however, that the
first paragraph of such certificate legend shall not be removed
unless the shares are in fact registered under the Securities Act
or the Company is satisfied that registration is not required
thereunder, in its sole discretion.
7
Non−Transferability of Restricted Stock . The Restricted
Stock shall not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of during the Restricted
Period.
8
No Special Employment Rights . The granting of the Restricted
Stock shall not be construed to confer upon the Grantee any right
with respect to the continuation of his or her employment by the
Company (or any subsidiary of the Company) or interfere
in
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