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Exhibit
10.2
INTERNATIONAL TEXTILE
GROUP, INC.
2008 EQUITY INCENTIVE
PLAN
FORM OF RESTRICTED STOCK
AWARD AGREEMENT
Date of Grant: [grant
date]
1. Grant of Restricted
Shares . Subject to the terms and conditions herein and the
provisions of the International Textile Group, Inc. (the
“Company”) 2008 Equity Incentive Plan (the
“Plan”), the Company on the above date has granted to
the grantee named below (the “Grantee”) the number of
shares of restricted [Convertible Preferred] [Common] Stock shown
below:
Grantee: [name of
Grantee]
Restricted Shares: [number
of shares]
All capitalized terms used
herein shall have the same meaning as set forth in the Plan, except
as otherwise specified in this agreement.
2. Lapse of
Restrictions . The restrictions on the Restricted Stock
shall lapse in accordance with the following schedule:
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[%]
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shares on
[DATE]; |
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[%]
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shares on
[DATE]; |
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[%]
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shares on
[DATE]; |
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[%]
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shares on
[DATE]; and |
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[%]
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shares on
[DATE] |
(each such date is hereinafter referred
to as a “Vesting Date”), provided that there has not
been a Termination of Employment of Grantee before the relevant
Vesting Date. In addition, if there has not been a Termination of
Employment of Grantee, all restrictions on the Restricted Stock
shall lapse as of the earliest to occur of:
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(a) |
the date of Grantee’s death; |
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(b) |
the date of Grantee’s Termination of Employment as a
result of Disability; |
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(c) |
the date of Grantee’s involuntary Termination of
Employment with the Company and all affiliates other than for Cause
or the Grantee’s voluntary Termination of Employment with the
Company and all affiliates with Good Reason, provided, however,
that Grantee executes an Agreement, Waiver and General Release, in
form and substance satisfactory to the Company, in connection with
such Termination of Employment, in which case the Restricted Stock
shall vest on the date as of which such agreement shall have become
effective; or |
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(d) |
the date of a Change of Control of the Company. |
Upon lapse of all restrictions, Shares
issued pursuant to this Agreement shall be free of all restrictions
hereunder and shall no longer be subject to the terms of this
Agreement.
3. Forfeiture .
Any shares of Restricted Stock with respect to which the
restrictions have not lapsed shall be forfeited upon the
Grantee’s Termination of Employment other than as a result of
death, Disability, involuntary termination other than for Cause, or
voluntary termination with Good Reason.
4. Treatment of
Distributions . Any distribution paid on the Restricted
Stock shall be (i) deferred until the relevant restrictions
lapse, and (ii) retained by the Company for the account of the
Grantee until such lapse. There shall be credited at the end of
each year (or portion thereof) interest on the amount of the
account at the beginning of the year at a rate per annum determined
by the Committee. Payment of deferred distributions, together with
interest thereon, shall be made upon the lapsing of restrictions
imposed on such Restricted Stock, and any distributions deferred
(together with any interest thereon) in respect of Restricted Stock
shall be forfeited upon any forfeiture of such Restricted Stock.
Until the payment of the deferred di
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