Exhibit 99.4
ALDILA, INC.
RESTRICTED STOCK AWARD
AGREEMENT
[ALDILA, INC. 2009 EQUITY
INCENTIVE PLAN]
This Restricted Stock Award
Agreement (“Award Agreement”) dated as of
(the “Award Date”), is entered into by and between
Aldila, Inc., a Delaware corporation, (the
“Company”) and
(“Grantee”). All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them
in the Aldila, Inc., 2009 Equity Incentive Plan, as amended
from time to time (the “Plan”).
1.
General . The shares of Restricted Stock granted
under this Award Agreement are granted as of the Award Date
pursuant to and subject to all of the provisions of the Plan
applicable to Restricted Stock granted pursuant to Section 8
of the Plan, which provisions are, unless otherwise provided
herein, incorporated by reference and made a part hereof to the
same extent as if set forth in their entirety herein, and to such
other terms necessary or appropriate to the grant hereof having
been made. A copy of the Plan is on file in the offices of the
Company.
2.
Grant . The Company hereby grants to Grantee a
total of
shares of Restricted Stock (the “Restricted Shares”),
subject to the restrictions set forth in Section 3 hereof and
the Plan.
3.
Restrictions
.
(a)
None of the
Restricted Shares may be sold, transferred, pledged, hypothecated
or otherwise encumbered or disposed of until they have vested in
accordance with Section 6 of this Award Agreement.
(b)
Subject to
Section 6 below, any Restricted Shares that are not vested
shall be forfeit to the Company immediately upon termination of the
Grantee’s employment with the Company and all if its
Subsidiaries, or as provided in Section 6(c).
4.
Stock Certificates
.
(a)
Effective upon
the Award Date the Company shall cause the Restricted Shares to be
issued. The Restricted Shares shall be held in the form of a
stock certificate or in book entry form, at the option of the
Company. The Restricted Shares shall be subject to the terms and
conditions of this Award Agreement, legends and stock transfer
instructions or limitations as may be determined or authorized by
the Committee in its sole discretion, and such forfeiture and
cancellation rights as set forth herein.
(b)
Upon vesting of
the Restricted Shares (and any other assets or securities
attributable thereto) pursuant to Section 6, the Company shall
cause the vested portion of the Restricted Shares (and any other
assets or securities attributable thereto) to be transferred to a
brokerage account established by the Grantee at a brokerage firm
acceptable to the Company. Promptly following such transfer
of such vested Restricted Shares, a portion of the vested
Restricted Shares shall be sold and the proceeds paid to the
Company in an amount necessary to
permit the
Company to pay required withholdings pursuant to
Section 13(b)(ii). The balance of the vested Restricted
Shares may be withdrawn, sold or otherwise transferred as the
Grantee may instruct the brokerage firm.
(c)
The Grantee shall
execute and deliver to the Secretary of the Company an Assignment
Separate from Certificate in the form attached hereto as
Exhibit “A.”
(d)
As the interest
of the Grantee in the Restricted Shares (or any other assets or
securities attributable thereto) vests in accordance with the
provisions of Section 6, the vested Restricted Shares (as well
as all other vested assets and securities attributable thereto)
shall be released from escrow and promptly delivered to the
Grantee. Upon request of the Grantee the Secretary of the
Company shall cause a new certificate to be issued for the vested
portion of the Restricted Shares, subject to such legends and stock
transfer instructions as may be appropriate for vested
5.
Rights as Stockholder
.
(a)
The Grantee shall
have no rights as a stockholder with respect to any Restricted
Shares until the Restricted Shares are issued in Grantee’s
name, either in the form of a physical stock certificate or in
uncertificated form, but in either event subject to the
restrictions of Sections 3 and 4.
(b)
Once the
Restricted Shares are issued in Grantee’s name, the Grantee
shall be entitled to all rights associated with ownership of the
Restricted Shares, except that the Restricted Shares will remain
subject to the restrictions set forth in Sections 3 and 4. If
any additional shares of Common Stock become issuable on the basis
of such Restricted Shares (e.g., a stock split or stock dividend),
any such additional shares shall be subject to the same
restrictions as the shares of Restricted Shares to which they
relate and shall be subject to the conditions set forth in Sections
3 and 4.
(c)
Grantee shall be
entitled to receive all cash dividends paid on Restricted Shares
without regard to whether Grantee is vested or unvested in such
Restricted Shares.
6.
Vesting .
(a)
The Restricted
Shares granted hereunder shall become vested in accordance with the
following cumulative vesting schedule if the Grantee continues to
be employed by the Company (or a Subsidiary thereof) on indicated
date:
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One Year from the Award Date
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One Third of Restricted Shares granted
hereunder
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Two Years from the Award Date
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One Third of Restricted Shares granted
hereunder
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Three Years from the Award Date
|
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One Third of Restricted Shares granted
hereunder
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2
(b)
Subject to any
contractual rights governing Grantee’s employment with the
Company, Grantee’s employment with the Company may be
terminated by the Grantee’s resignation or by Company with or
without cause, as a result of the Death, Disability, or Retirement
of the Grantee. Grantee shall be vested in the Restricted
Shares in which Grantee is vested upon the date of any of the
foregoing events causing the termination of Grantee’s
employment with Company (and all of Company’s
Subsidiaries).
(c)
In addition to
the forfeiture rights provided in Section 3(b), if at any time
the Grantee engages in any “Contrary Activities” (as
defined below), then the unvested Restricted Shares shall be
forfeited to the Company effective as of the date on which the
Grantee entered into the Contrary Activities, unless terminated
sooner by operation of another term or condition of this Award
Agreement or the Plan.
(d)
“Contrary
Activities&rd
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