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Shareholder Agreement > Hercules Technology Growth Capital, Inc. Amended and Restated 2004 Equity Incentive Plan Restricted Stock Award Agreement
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Exhibit 10(l)
Hercules Technology Growth
Capital, Inc.
Amended and Restated 2004 Equity
Incentive Plan
Restricted Stock Award
Agreement
Hercules Technology Growth Capital,
Inc.
400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301
The undersigned
(i) acknowledges receipt of an award (the “Award”)
of restricted stock from Hercules Technology Growth Capital, Inc.
(the “Company”) under the Amended and Restated 2004
Equity Incentive Plan (the “Plan”), subject to the
terms set forth below and in the Plan; (ii) further
acknowledges receipt of a copy of the Plan as in effect on the date
hereof and the currently effective prospectus relating to such
Plan; and (iii) agrees with the Company as follows:
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1.
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Effective
Date . This Agreement
shall take effect as of
, which is the date of grant of the Award.
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2.
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Shares
Subject to Award .
The Award consists of
shares (the “Shares”) of common stock of the Company
(“Stock”). The undersigned’s rights to the Shares
are subject to the restrictions described in this Agreement and the
Plan (which is incorporated herein by reference with the same
effect as if set forth herein in full) in addition to such other
restrictions, if any, as may be imposed by law.
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3.
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Meaning
of Certain Terms .
Except as otherwise expressly provided, all terms used herein shall
have the same meaning as in the Plan. The term “vest”
as used herein with respect to any Share means the lapsing of the
forfeiture restrictions described herein with respect to such
Share.
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4.
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Nontransferability of Shares
. The Shares acquired by the
undersigned pursuant to this Agreement shall not be sold,
transferred, pledged, assigned or otherwise encumbered or disposed
of except as provided below and in the Plan.
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5.
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Forfeiture Risk . If the undersigned ceases to be an employee of
the Company and its subsidiaries for any reason, including death,
any then outstanding and unvested Shares acquired by the
undersigned hereunder shall be automatically and immediately
forfeited. The undersigned hereby (i) appoints the Company as
the attorney-in-fact of the undersigned to take such actions as may
be necessary or appropriate to effectuate a transfer of the record
ownership of any such shares that are unvested and forfeited
hereunder, (ii) agrees to deliver to the Company, as a
precondition to the issuance of any certificate or certificates
with respect to unvested Shares hereunder, one or more stock
powers, endorsed in blank, with respect to such Shares, and
(iii) agrees to sign such other powers and take such other
actions as the Company may reasonably request to accomplish the
transfer or forfeiture of any unvested Shares that are forfeited
hereunder.
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6.
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Retention
of Certificates . Any
certificates representing unvested Shares shall be held by the
Company’s Transfer Agent (American Stock Transfer Company) in
book entry form until such Shares vest. If unvested Shares are held
in book entry form, the undersigned agrees that the Company may
give stop transfer instructions to the
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