|
Exhibit
10.28
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK
AWARD AGREEMENT (the “ Agreement ”) is
effective as of
[ ]
[ ],
200[ ] (the “ Grant Date
”), between Jackson Hewitt Tax Service Inc., a Delaware
corporation (the “ Company ”), and [PARTICIPANT]
(the “ Participant ”).
Pursuant to the Jackson
Hewitt Tax Service Inc. Amended and Restated 2004 Equity and
Incentive Plan (the “ Plan ”), the Compensation
Committee of the Board of Directors of the Company (the “
Committee ”) has determined that the Participant is to
be granted a restricted stock award (the “ Restricted
Stock Award ”), on the terms and conditions set forth
herein, and on the terms and conditions set forth in the Plan, and
hereby grants such Restricted Stock Award. Capitalized terms used
herein which are not defined in this Agreement will have the
meanings set forth in the Plan. The Participant acknowledges that
the Participant has received a copy of the Plan
Prospectus.
1. Number of Restricted
Shares .
Subject to the terms and
conditions of the Plan and the additional terms and conditions set
forth in this Agreement, the Company hereby grants to the
Participant the Restricted Stock Award consisting of
[ ]
shares of the common stock of the Company (the “
Restricted Shares ”). The Restricted Shares shall vest
and become nonforfeitable in accordance with Section 2
hereof.
2. Vesting of the
Restricted Shares .
(a) Subject to the
Participant’s continued service with the Company, the
Restricted Shares shall vest and become nonforfeitable after one
year from the Grant Date as to one third of the Restricted Shares,
after two years from the Grant Date as to two thirds of the
Restricted Shares and after three years from the Grant Date as to
100% of the Restricted Shares.
(b) If the
Participant’s service with the Company terminates or is
terminated due to (i) the Participant’s death;
(ii) the Participant becoming Disabled (as defined in the
Participant’s employment agreement); (iii) a Without
Cause Termination (as defined in the Participant’s employment
agreement); or (iv) a Constructive Discharge (as defined in
the Participant’s employment agreement), the Restricted
Shares will become immediately and fully vested. If the
Participant’s service with the Company terminates or is
terminated for any reason other than as set forth in the preceding
sentence, the Restricted Shares shall, to the extent not then
vested, be forfeited by the Participant without
consideration.
(c) Notwithstanding any other
provision of this Agreement to the contrary, in the event a Change
in Control occurs, the Restricted Shares shall, to the extent not
then vested and not previously forfeited, immediately become fully
vested, subject to the terms of the Plan.
3. Certificates for the
Restricted Shares .
The Restricted Shares shall
be held in escrow in a restricted book entry account with the
Company’s transfer agent in the name of the Participant. Upon
vesting of the Restricted Shares, the Restricted Shares shall be
released into an unrestricted book entry account with the
Company’s transfer agent; provided, however, that a portion
of such Restricted Shares shall be surrendered in payment of
required withholding taxes in accordance with Section 10
below, unless the Company, in its sole discretion, establishes
alternative procedures for the payment of required withholding
taxes.
4. Rights as a
Stockholder .
The Participant shall be the
record owner of the Restricted Shares until or unless such
Restricted Shares are forfeited pursuant to Section 2 hereof,
and as record owner shall be entitled to all rights of a common
stockholder of the Company, including, without limitation, voting
rights with respect to the Restricted Shares, and the Participant
shall receive, when paid, any dividends on all of the Restricted
Shares granted hereunder as to which the Participant is the record
holder on the applicable record date; provided that the Restricted
Shares shall be subject to the limitations on transfer and
encumbrance set forth in Section 7. Following the vesting of
any Restricted Shares pursuant to Section 2, you have the
right to request certificates for the Restricted Shares which have
vested along with the stock powers relating thereto. However, the
Company shall not be liable to the Participant for damages relating
to any delays in issuing the certificates to the Participant, any
loss of the certificates, or any mistakes or errors in the issuance
of the certificates or in the certificates themselves.
5. Legend on
Certificates .
The certificates representing
the vested Restricted Shares delivered to the Participant shall be
subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange
Commission, any stock exch
| 
