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Exhibit 10.5
RESTRICTED STOCK AWARD AGREEMENT
CRAFTMADE INTERNATIONAL, INC.
2006 LONG-TERM INCENTIVE PLAN
Pursuant to the 2006 Long-Term Incentive Plan (the "
Plan ") of Craftmade International, Inc., a Delaware
corporation (the " Company "),
(the " Participant
")
has been granted a Restricted Stock Award in accordance with
Section 6.4 of the Plan.
1. Terms of Award .
The number of shares of Common Stock awarded under this Award
Agreement (this " Agreement ") is
shares
(the " Awarded Shares "). The Date of Grant of this
Award is
, 20___. [Delete if no purchase price: The purchase price per
share for the Awarded Shares is $
per share (which is equal to or greater than the Fair Market
Value of a share of Common Stock as of the Date of Grant).]
2. Subject to Plan .
This Agreement is subject to the terms and conditions of the Plan,
and the terms of the Plan shall control to the extent not otherwise
inconsistent with the provisions of this Agreement. To the extent
the terms of the Plan are inconsistent with the provisions of this
Agreement, this Agreement shall control. The capitalized terms used
herein that are defined in the Plan shall have the same meanings
assigned to them in the Plan. This Agreement is subject to any
rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Participant in writing.
3. Vesting . Except
as specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, the Awarded
Shares shall be vested as follows:
a.
percent (___%) of the total Awarded Shares shall vest on the first
anniversary of the Date of Grant, provided the Participant is
employed by (or, if the Participant is a Consultant or an Outside
Director, is providing services to) the Company or a Subsidiary on
that date.
b. An additional
percent (___%) of the total Awarded Shares shall vest on the second
anniversary of the Date of Grant, provided the Participant is
employed by (or, if the Participant is a Consultant or an Outside
Director, is providing services to) the Company or a Subsidiary on
that date.
c. An additional
percent (___%) of the total Awarded Shares shall vest on the third
anniversary of the Date of Grant, provided the Participant is
employed by (or, if the Participant is a Consultant or an Outside
Director, is providing services to) the Company or a Subsidiary on
that date.
d. The remaining
percent (___%) of the total Awarded Shares shall vest on the fourth
anniversary of the Date of Grant, provided the Participant is
employed by (or, if the Participant is a Consultant or an Outside
Director, is providing services to) the Company or a Subsidiary on
that date.
Notwithstanding the foregoing, the vesting of all Awarded Shares
shall automatically accelerate in full upon the occurrence of a
Change in Control.
4. Forfeiture of Awarded
Shares . Awarded Shares that are not vested in accordance with
Section 3 shall be forfeited on the date of the
Participant’s Termination of Service. Upon forfeiture, all of
the Participant’s rights with respect to the forfeited
Awarded Shares shall cease and terminate, without any further
obligations on the part of the Company. [Delete if no purchase
price: The Company {shall be obligated to/may, in its sole
discretion, elect to} pay the Participant, as soon as practicable
after the event causing forfeiture, in cash, an amount equal to the
lesser of the total consideration paid by the Participant for such
forfeited shares or the Fair Market Value of such forfeited shares
as of the date of Termination of Service, as the Committee, in its
sole discretion shall select.]
5. Restrictions on
Awarded Shares . Awarded Shares that are not vested in
accordance with Section 3 and which are subject to
forfeiture in accordance with Section 4 shall be
subject to the terms, conditions, provisions, and limitations of
this Section 5 .
(a) Subject to the provisions of
the Plan and the other terms of this Agreement, from the Date of
Grant until the date the Awarded Shares are vested in accordance
with Section 3 and no longer subject to forfeiture in
accordance with Section 4 (the " Restriction
Period "), the Participant shall not be permitted to sell,
transfer, pledge or assign shares any of the Awarded Shares.
(b) Except as provided in
paragraph (a) above, the Participant shall have, with respect
to his or her Awarded Shares, all of the rights of a stockholder of
the Company, including the right to vote the shares, and the right
to receive any dividends thereon.
6. Legend . The
following legend shall be placed on all certificates representing
Awarded Shares:
On the face of the
certificate:
"Transfer of this stock is restricted in accordance with
conditions printed on the reverse of this certificate."
On the reverse:
"The shares of stock evidenced by this certificate are subject
to and transferable only in accordance with that certain Craftmade
International, Inc. 2006 Long-Term Incentive Plan, a copy of which
is on file at the principal office of the Company in Coppell,
Texas. No transfer or pledge of the shares evidenced hereby may be
made except in accordance with and subject to the provisions of
said Plan. By acceptance of this certificate, any holder,
transferee or pledgee hereof agrees to be bound by all of the
provisions of said Plan."
The following legend shall be
inserted on a certificate evidencing Common Stock issued under the
Plan if the shares were not issued in a transaction registered
under the applicable federal and state securities laws:
"Shares of stock represented by this certificate have been
acquired by the holder for investment and not for resale, transfer
or distribution, have been issued pursuant to exemptions from
the
2
registration requirements of applicable state and federal
securities laws, and may not be offered for sale, sold or
transferred other than pursuant to effective registration under
such laws, or in transactions otherwise in compliance with such
laws, and upon evidence satisfactory to the Company of compliance
with such laws, as to which the Company may rely upon an opinion of
counsel satisfactory to the Company."
All Awarded Shares owned by the
Participant shall be subject to the terms of this Agreement and
shall be represented by a certificate or certificates bearing the
foregoing legend.
7. Delivery of
Certificates . Certificates for Awarded Shares free of
restriction under this Agreement shall be delivered to the
Participant promptly after, and only after, the Restriction Period
has expired without forfeiture pursuant to Section 4 .
In connection with the issuance of a certificate for Restricted
Stock, the Participant shall endorse such certificate in blank or
execute a stock power in a form satisfactory to the Company in
blank and deliver such certificate and executed stock power to the
Company.
8. Voting . The
Participant, as record holder of the Awarded Shares, has the
exclusive right to vote, or consent with respect to, such Awarded
Shares until such time as the Awarded Shares are transferred in
accordance with this Agreement or a proxy is granted pursuant to
Section 9 below; provided , however ,
that this Section 9 shall not create any voting right
where the holders of such Awarded Shares otherwise have no such
right.
9. Proxies . The
Participant may not grant a proxy to any person, other than a
revocable proxy not to exceed 30 days in duration granted to
another stockholder for the sole p
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