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”).
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.
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(Signature)
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(Signature)
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This is not
a stock certificate or a negotiable instrument
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GERBER SCIENTIFIC, INC.
2006 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK
AGREEMENT
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Restricted
Stock/
Nontransferability
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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.
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The Company
will issue your Restricted Stock in your name as of the Grant
Date.
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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.
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No additional
shares of Stock will vest after your Service has terminated for any
reason other than your death or Disability as provided
below.
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Forfeiture
of Unvested Stock
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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.
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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.
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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.
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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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