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Exhibit
10.12
FUEL SYSTEMS SOLUTIONS,
INC.
RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED STOCK
AGREEMENT (this “ Agreement ”) is entered into
as of the Date of Award indicated below by and between Fuel Systems
Solutions, Inc., a Delaware corporation (the “ Company
”), and the person named below as Holder.
WHEREAS, Holder is [a
member of the Company’s Board of Directors] [an employee of
[a subsidiary or division of] the Company] ; and pursuant to
the Company’s 2006 Incentive Bonus Plan (the “
Plan ”), the Board of Directors, [on the
recommendation of the Company’s Compensation Committee (the
“ Committee ”)] , has approved the award to
Holder of shares of the Company’s common stock, par value
$.001 per share (the “ Common Stock ”), on the
terms and conditions set forth herein;
NOW, THEREFORE, in
consideration of the foregoing recitals and the covenants set forth
herein, the parties hereto hereby agree as follows:
| 1. |
Award; Vesting . The Company hereby awards to
Holder, and Holder hereby accepts, as of the Date of Award, the
number of shares of Common Stock indicated below (the “
Restricted Stock ”) for the purchase price per share,
if any, indicated below. The Restricted Stock shall be subject to
all of the terms and conditions set forth in this Agreement,
including the restrictions imposed pursuant to Section 3
hereof. |
Holder:
________________________
Date of Award: _________,
200__
Number of shares of
Restricted Stock: ____________
Purchase Price per share:
$0.001
Vesting Schedule: __________
shares on __________, 20
__________
shares on __________, 20
__________
shares on __________, 20
Holder must be [a director] [an
employee] on the date the Restricted Stock is scheduled to vest
pursuant to the above Vesting Schedule in order to receive any
shares of Common Stock pursuant to Section 4(b).
| 2. |
Forfeiture of Unvested Restricted Stock . If
Holder ceases to be [a director] [an employee] for any
reason, any Restricted Stock that has not yet vested as of the date
that Holder ceases to be [a director] [an employee] shall be
immediately forfeited and canceled. |
| 3. |
Restrictions . Unvested Restricted Stock
(i) shall not be sold, exchanged, assigned, transferred,
conveyed, gifted, or otherwise disposed of in any way at any time
and (ii) shall not be pledged, encumbered, or otherwise
hypothecated in any way at any time and shall not be subject to
execution, attachment, or similar legal process. Any attempt to
sell, transfer, pledge, encumber, hypothecate, or otherwise dispose
of any unvested shares of Restricted Stock shall be null and void
and without legal force or effect. |
| 4. |
Shares Held in Escrow . |
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(a) |
Until a share of Restricted Stock vests, (i) the record
address of Holder as the holder of record of such share shall be
c/o the Secretary of the Company at the address of the
Company’s principal executive office, and (ii) the share
will be kept in a restricted account maintained with the
Company’s stock transfer agent Mellon Investor Services, LLC
or any successor (the “ Transfer Agent
”). |
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(b) |
From and after the date upon which a share of Restricted Stock
vests, Holder shall be entitled (provided that Holder shall have
paid the Withholding Liability to the Company pursuant to
Section 7 hereof) to receive a stock certificate (or, at the
discretion of the Company, by an appropriate book entry in the
share register of the Company maintained by the Transfer Agent
representing such share. |
| 5. |
Voting; Dividends . Until the Restricted Stock
vests, Holder shall have none of the powers, preferences, and
rights of a holder of Common Stock with respect to the Restricted
Stock including the rights to vote and receive dividends on the
Restricted Stock. |
| 6. |
Rights of Participants . Nothing in this
Agreement shall interfere with or limit in any way the right of the
Company to terminate Holder’s [employment] [service as a
director] at any time or for any reason, nor confer upon Holder
any right to continue as [a director] [an employee] of the
Company for any period of time, or to continue Holder’s
present (or any other) rate of compensation. |
| 7. |
Payment of Withholding Taxes . |
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(a) |
If the Company becomes obligated to withhold an amount on
account of any federal, state or local tax imposed as a result of
the grant or sale of the Restricted Stock to Holder pursuant to
this Agreement (such as in the case of Holder’s election
under Section 83(b) of the Internal Revenue Code, as amended
(the “ Code ”)) or the termination of the
restrictions imposed upon the Restricted Stock hereunder including,
without limitation, any federal, state or other income tax, or any
FICA, state disability insurance tax or other employment tax (the
date upon which the Company becomes so obligated being the “
Withholding Date ”), then Holder shall pay such amount
(the “ Withholding Liability ”) to the Company
on the Withholding Date by one or a combination of the following
means as Holder may elect: |
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i. |
delivering cash or check payable to the Company; |
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ii. |
delivering already-owned shares of Common Stock (free and clear
of any pledge, commitment, lien, claim or other encumbrance) having
an aggregate fair market value (as defined in the sole discretion
of the Committee) as of the Withholding Date equal to the
Withholding Liability to be so paid, provided that the Company is
not then prohibited by law or any instrument or agreement from
purchasing or acquiring such shares of Common Stock;
and/or |
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iii. |
withholding from the shares of Common Stock otherwise to be
released to Holder upon the vesting thereof a number of shares
having an aggregate fair market value (as defined in the sole
discretion of the Committee) as of the Withholding Date equal to
the Withholding Liability to be so paid. |
Notwithstanding the foregoing, Holder
may not
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