Exhibit 99.6
ALDILA, INC.
RESTRICTED STOCK AWARD
AGREEMENT
[ALDILA, INC. 2009 OUTSIDE
DIRECTOR EQUITY 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 Outside Director Equity 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 6 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)
Any Restricted Shares that are not vested shall be forfeit to the
Company immediately upon termination of the Grantee’s status
as a Director.
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 12(b)(ii). The
balance of
