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EXHIBIT 10.2
COGNITRONICS CORPORATION
RESTRICTED STOCK AGREEMENT
This Agreement (this "Agreement") is made as of November 21, 2006
(the
"Date of Grant"), by and between Cognitronics Corporation, a New
York
corporation (the "Company"), and John Steinkrauss (the "Grantee")
as a material
inducement to Grantee becoming a senior executive of the Company.
The parties
acknowledge that this Agreement is subject to the filing and
approval of an
Additional Listing Application with the American Stock Exchange and
that the
issuance of the Restricted Shares (as defined below) is subject to
such filing
and approval ("AMEX Approval").
1. Grant of Restricted Stock. Subject to and upon the terms,
conditions, and
restrictions set forth in this Agreement, the Company hereby grants
to the
Grantee, Seventy-Five Thousand (75,000) shares of common stock of
the Company.
These shares are referred to in this Agreement as "Restricted
Shares" during the
applicable Restriction Period (as defined in paragraph 4(c)
hereof). Acceptance
of the Restricted Shares shall be deemed to be agreement by the
Grantee to the
terms and conditions set forth in this Agreement. Certificates
representing the
Restricted Shares may not be sold or otherwise transferred and must
be held by
the Grantee until the end of the applicable Restriction Period.
Until such terms
and conditions have lapsed with respect to any Restricted Shares,
the
certificate for such shares will, at the Company's option, remain
in the
physical possession of the Company or bear a legend to the effect
that they were
issued or transferred subject to, and may be sold or otherwise
disposed of only
in accordance with, the terms of this Agreement.
2. Stockholder Status. Effective upon the later of Date of Grant or
the date of
AMEX Approval, the Grantee will be a holder of record of the
Restricted Shares
and will have all rights of a stockholder with respect to such
shares (including
the right to vote such shares at any meeting of stockholders of the
Company and
the right to receive all dividends paid with respect to such
shares), subject
only to the terms and conditions imposed by this Agreement.
3. Effect of Changes in Capitalization. The number of Restricted
Shares are
subject to adjustment for stock splits, stock dividends and the
like. Any
additional or different shares or securities issued as the result
of such an
adjustment will be held or delivered in accordance with this
Agreement and will
be deemed to be included within the term "Restricted Shares".
4. Lapse of Restrictions.
(a) The restrictions set forth in paragraph 5 below will lapse
with
respect to 100% of the Restricted Shares on the earlier of: (i) the
fourth
anniversary of the Date of Grant or (ii) the date the Company
terminates the
employment of the Grantee without "Serious Cause" (as such term in
defined in
the Employment Agreement of even date herewith between the Company
and the
Grantee).
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(b) Notwithstanding paragraph 4(a), the restrictions set forth
in
paragraph 5 below will lapse on all of the Restricted Shares at the
close of
business on the date on which a Change in Control of the Company
(as defined
below in this paragraph 4(b)) shall occur. For purposes of this
Agreement, a
"Change in Control" will occur (a) upon the public announcement
that any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (other than
the Company,
any trustee or other fiduciary holding securities under an employee
benefit plan
of the Company, or any corporation owned, directly or indirectly,
by the
stockholders of the Company in substantially the same proportions
as their
ownership of the stock of the Company) is or becomes the
"beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of
securities of the Company representing 30% or more of the combined
voting power
of the Company's then outstanding securities, (b) if, during any
period of two
consecutive years, individuals who at the beginning of such period
constitute
the Company's Board of Directors (the "Board"), and any new
director (other than
a director designated by a person that has entered into an
agreement with the
Company to effect a transaction described in clause (a), (c) or (d)
of this
sentence) whose election by the Board or nomination for election by
the
Company's stockholders was approved by a vote of at least 2/3 of
the directors
then still in office who either were directors at the beginning of
the period or
whose election or nomination for election was previously so
approved, cease for
any reason to constitute at least a majority thereof, (c) if the
stockholders of
the Company approve a merger or consolidation of the Company with
any other
corporation, other than (i) a merger or consolidation which would
result in the
voting securities of the Company outstanding immediately prior
thereto
continuing to represent (either by remaining outstanding or by
being converted
into voting securities of the surviving entity) more than 75% of
the combined
voting power of the voting securities of the Company or such
surviving entity
outstanding immediately after such merger or consolidation or (ii)
a merger or
consolidation effected to implement a recapitalization of the
Company (or
similar transaction) in which no "person" (as defined above)
acquires more than
30% of the combined voting power of the Company's then outstanding
securities,
or (d) if the stockholders of the Company approve a plan of
complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all
or substantially all of the Company's assets.
(c) As soon as practicable after the restrictions with respect to
any
installment of Restricted Shares lapse at the end of the period
applicable to
such
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