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Exhibit 10.4
FREESTAR TECHNOLOGY
CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this
"Agreement") is entered into as of ________, by and between
FREESTAR TECHNOLOGY CORPORATION, a Nevada corporation (the
"Company"), and _____________ ("Recipient").
W I T N E S S E T H
WHEREAS, the Recipient provides or has provided
services to the Company; and
WHEREAS, the Board of Directors of the Company
has determined that, as an material inducement for Recipient in
recognition of such services to the Company, and subject to the
restrictions stated below, the Recipient should be granted shares
of the Company’s Common Stock as set forth herein;
WHEREAS, the Company regards Recipient as a
valuable consultant or employee and contributor to the Company and
has determined that it would be in the interest of the Company and
its shareholders to issue the Restricted Stock provided for in this
Agreement to Recipient as an incentive in connection with the
services by Recipient;
WHEREAS, the Company has established a 2007
Directors and Employees Stock Plan, and registered the shares under
the Stock Plan pursuant to Form S-8 (the "S-8");
NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth, the parties to this Agreement
hereby agree as follows:
A G R E E M E N T
1. Restricted Stock Grant . Subject to the terms and
conditions of this Agreement, the Company hereby grants to
Recipient _____________________ shares of Common Stock of the
Company herein (the "Restricted Stock"). The parties acknowledge
that the Restricted Stock is being issued under, and has been
registered pursuant to, the Company’s S-8.
2. Issuance
of Stock; Escrow . As soon as practicable, the Company shall
cause the shares of Restricted Stock to be issued in the
Recipient’s name. At the Company’s election, the
Restricted Stock may be held in the custody of the Company or its
designee for the Recipient's account until the shares are vested in
accordance with Section 3 hereof and shall be subject to the
restrictions described herein.
3. Vesting .
(a) The
interest of the Recipient in the Restricted Stock shall vest as
follows:________________________.
(b) Notwithstanding the foregoing, the interest of the Recipient in
the Restricted Stock shall vest as to 100% of the then unvested
Restricted Stock upon the Recipient's termination of employment due
to death.
4. Restrictions .
(a) No portion
of the Restricted Stock or rights granted hereunder may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed
of by the Recipient until such portion of the Restricted Stock
becomes vested in accordance with Section 3 of this Agreement. The
period of time between the date hereof and the date all Restricted
Stock becomes vested is referred to herein as the "Restriction
Period."
(b) If the
Recipient's employment with the Company is terminated for any
reason (other than due to death as provided in Section 3 above),
the balance of the Restricted Stock subject to the provisions of
this Agreement which have not vested at the time of the Recipient's
termination of employment shall be forfeited by the Recipient, and
ownership transferred back to the Company.
5. Recipient Shareholder Rights . All shares of Stock
issued hereunder shall be deemed issued to Recipient as fully paid
and nonassessable shares, and Recipi
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