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GERBER SCIENTIFIC, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

Shareholder Agreement

GERBER SCIENTIFIC, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT | Document Parties: GERBER SCIENTIFIC, INC You are currently viewing:
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GERBER SCIENTIFIC, INC

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Title: GERBER SCIENTIFIC, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Governing Law: Connecticut     Date: 11/9/2006
Industry: Computer Peripherals     Sector: Technology

GERBER SCIENTIFIC, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT, Parties: gerber scientific  inc
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Exhibit 99.1

Grant No.: _____

GERBER SCIENTIFIC, INC.
2006 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

     Gerber Scientific, Inc., a Connecticut corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value (the “Stock”), to the grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, the attachment and the Gerber Scientific, Inc. 2006 Omnibus Incentive Plan (the “Plan”).

Grant Date:                      , ___

Name of Grantee:                                         

Grantee’s Employee Identification Number:                                         

Number of Shares of Stock Covered by Grant:                     

Purchase Price per Share of Stock: $                     

Vesting Start Date:                                          , ___

      By signing this cover sheet, you agree to all of the terms and conditions described in the attachment (together with this cover sheet, the “Agreement”) and in the Plan, a copy of which has been provided or made available to you. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the Plan.

 

 

 

 

 

Grantee:

 

 

 

 

 

 

(Signature)

 

 

Company:

 

 

 

 

 

 

(Signature)

 

 

Title:

 

 

 

 

 

 

 

 

 

Attachment

 

 

 

 

 

 

 

 

 

 

 

This is not a stock certificate or a negotiable instrument .

 


 

GERBER SCIENTIFIC, INC.
2006 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

 

 

 

Restricted Stock/
Nontransferability

 

This grant is an award of Stock in the number of shares set forth on the cover sheet, at the purchase price set forth on the cover sheet, and subject to the vesting conditions described below (“Restricted Stock”). The purchase price is deemed paid by your prior services to the Company. To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process.

 

 

 

Vesting

 

The Company will issue your Restricted Stock in your name as of the Grant Date.

 

 

 

 

 

Your right to the Stock under this Restricted Stock Agreement vests as to one-fourth (1/4th) of the total number of shares of Stock covered by this grant, as shown on the cover sheet, on each of the first four one-year anniversaries of the Grant Date (each an “Anniversary Date”), provided that your employment then continues (hereinafter defined as “Service”). If, however, such Anniversary Date occurs during a period in which you are (i) subject to a lock-up agreement restricting your ability to sell shares of Stock in the open market or (ii) restricted from selling shares of Stock in the open market because you are not then eligible to sell under the Company’s insider trading or similar plan as then in effect (whether because a trading window is not open or you are otherwise restricted from trading), vesting in such shares of Stock will be delayed until the first date on which you are no longer prohibited from selling shares of Stock due to a lock-up agreement or insider trading plan restriction (the “Vesting Date”), and provided, further, that you have been continuously in Service to the Company or a Subsidiary from the Grant Date until the Vesting Date. The resulting aggregate number of vested shares of Stock will be rounded to the nearest whole number, and you cannot vest in more than the number of shares covered by this grant.

 

 

 

 

 

No additional shares of Stock will vest after your Service has terminated for any reason other than your death or Disability as provided below.

 

 

 

Forfeiture of Unvested Stock

 

In the event that your Service terminates for any reason other than your death or Disability (which will mean “permanent and total disability” as provided in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (hereinafter the “Code”)), you will forfeit to the Company all of the shares of Stock subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. In the event that your Service terminates in the event of your death or Disability, the restrictions on the Stock will terminate and the Stock will vest.

2


 

 

 

 

Escrow

 

During the Period of Restriction, your Restricted Stock will be held, physically and of record, by the Company or its nominee (or, at the Company’s election, in book entry form) for your benefit. As the beneficial owner of the Restricted Stock, you will be entitled to any cash dividends paid on the Restricted Stock and will be entitled to direct the voting of such Restricted Stock. Shares of Stock distributed as a dividend on the Restricted Stock, if any, will be subject to the same restrictions as those imposed on the Restricted Stock and reflected in this Agreement.

 

 

 

Issuance

 

The issuance of the Stock under this grant will be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates, with any unvested Restricted Stock bearing a legend as set forth below with the appropriate restrictions imposed by this Agreement. As your interest in the Stock vests as described above, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified.

 

 

 

Withholding Taxes

 

You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the payment of dividends or the vesting of Stock acquired under this grant. In the event that the Company determines that any federal, state, or local tax or withholding payment is required relating to the payment of dividends or the vesting of shares arising from this grant, the Company will have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. By signing this Agreement, you elect under the Plan to authorize the Company to reduce the number of shares of Stock delivered to you at the time restrictions lapse by the number of shares of Stock required to satisfy tax withholding requirements. Such shares of Stock will be returned to


 
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