Exhibit 10.1
Home Solutions of
America, Inc.
2001 Stock
Plan
Restricted Stock Purchase
Agreement
This Restricted Stock Purchase
Agreement (this “ Agreement ”) is
executed between Home Solutions of America, Inc., a Delaware
corporation (the “ Company ”) and Frank
J. Fradella, the Chief Executive Officer of the Company on the date
hereof (“ Recipient ”), effective this
the 11th day of May, 2007 (the “Effective
Date” ). Unless otherwise defined in this Agreement,
the capitalized terms herein shall have the same meaning as defined
in the Company’s 2001 Stock Plan (the “
Plan ”).
I. NOTICE OF RESTRICTED STOCK GRANT
The undersigned Recipient, in
consideration of Recipient’s service as Chief Executive
Officer during the period from January 1, 2006 to
December 31, 2006 (the “Compensation
Period ”) and his performance during such period, is
hereby awarded, in satisfaction of the long term incentive
compensation award granted to Recipient for the fiscal year ended
December 31, 2006, the following shares (the “
Restricted Stock ”) of the Company’s
common stock, par value $0.001 per share (“ Common
Stock ”), subject to the restrictions set forth
herein and in the Plan. The Restricted Stock is subject to the
terms and conditions of the Plan and this Agreement. Certain
information relevant to the grant of Restricted Stock to Recipient
is set forth below:
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Name of
Recipient:
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Frank J.
Fradella |
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Date of Grant:
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May 11,
2007 |
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Type of
Security:
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Common
Stock |
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Price per Share Paid
by Recipient:
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$-0- per
share |
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Closing Price of
Common Stock on Nasdaq on Date of Grant:
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$5.54 per
share |
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Total Number of
Shares of Restricted Stock Granted:
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94,765
shares |
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Value of
Shares:
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525,000 |
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II. TERMS APPLICABLE TO RESTRICTED STOCK
1. Vesting . The
Restricted Stock shall vest in accordance with the vesting schedule
attached hereto as Exhibit “A” . The Restricted
Stock granted to Recipient shall be subject to Recipient’s
continuing service as an employee of the Company during the
Compensation Period.
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Subject to any applicable provisions of any employment agreement
between the Company and the Recipient, which shall control in the
event of any conflict between such employment agreement and this
Agreement, if Recipient does not serve as an employee of the
Company for the entire Compensation Period for any reason, all
shares of Restricted Stock that are unvested on the effective date
of Recipient’s termination of employment with the Company
shall be forfeited; provided, that Recipient shall be entitled to
retain all shares of Restricted Stock that are vested on or before
the effective date of Recipient’s termination of employment
with the Company. In the event that any shares of Restricted Stock
are forfeited by Recipient pursuant to the terms of this Agreement,
any employment agreement between Recipient and the Company, the
Plan or otherwise, upon such forfeiture (i) Recipient agrees
to promptly return to the Company, all stock certificate(s)
evidencing the shares of Restricted Stock granted to Recipient,
together with a duly executed stock power and such other
instruments of assignment and agreements as may be requested by the
Company, (ii) the unvested shares of Restricted Stock shall be
cancelled and returned to treasury, and the stock certificate(s)
representing the unvested shares of Restricted Stock shall be
cancelled (but only with respect to unvested shares Restricted
Stock), and (iii) the Company shall cause its transfer agent
to issue to Recipient, a new stock certificate representing any
vested shares of Restricted Stock to which Recipient is entitled as
of the effective date of Recipient’s termination of
employment or other
