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Exhibit
10.1
TUMBLEWEED COMMUNICATIONS
CORP.
1999 OMNIBUS STOCK
INCENTIVE PLAN
RESTRICTED STOCK
AGREEMENT
This RESTRICTED STOCK
AGREEMENT (this “Agreement”), dated as of the __ day of
______________, 200_ (the “Date of Grant”), is entered
into by and between Tumbleweed Communications Corp., a Delaware
corporation (the “Company”), and [Insert Name], an
employee of the Company (the “Grantee” and, together
with the Company, the “Parties”). Capitalized terms
used but not otherwise defined in this Agreement shall have the
respective meanings set forth in the Tumbleweed Communications
Corp. 1999 Omnibus Stock Incentive Plan, as amended (the
“Plan”).
RECITALS
WHEREAS, in lieu of
Grantee’s quarterly cash bonus, the Board has determined that
it is in the best interests of Company and its stockholders to
award the Grantee _______ shares of the Company’s Common
Stock, pursuant to, and subject to the terms and provisions of the
Plan and this Agreement;
NOW, THEREFORE, in
consideration of the Grantee’s services to the Company and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:
1. Grant of Restricted
Stock .
a. Grant of Restricted
Stock . The Company hereby grants to the Grantee [
] shares of Restricted Stock (the “Restricted Stock”)
on the terms and conditions set forth in this Award Agreement and
as otherwise provided in the Plan.
2. Restrictions and
Restricted Period .
a. Restrictions on
Transfer of Restricted Stock . Until [Restriction Date], the
shares of Restricted Stock may not be transferred, sold, pledged,
exchanged, assigned or otherwise encumbered or disposed of by the
Grantee; provided, however, that all of the shares of Restricted
Stock shall immediately become transferable in the event of a
“Change of Ownership Control.” For purposes of this
paragraph, a “Change of Ownership Control” means any
sale of all or substantially all of the Company’s assets, or
any merger, consolidation, or stock sales that results in the
holders of the Company’s capital stock immediately prior to
such transaction owning less than 50% of the voting power of the
Company’s capital stock immediately after such
transaction.
b. Vesting . The
Restricted Stock shall be fully vested and nonforfeitable as of the
Date of Grant.
3. Rights of a
Stockholder . From and after the Date of Grant and for so long
as the Restricted Stock is held by or for the benefit of the
Grantee, the Grantee shall have all the rights of a stockholder of
the Company with respect to the Restricted Stock, including, but
not limited to, the right to receive dividends and the right to
vote such shares.
4. Certificates .
Restricted Stock granted herein may be evidence in such manner as
the Board shall determine. If certificates representing Restricted
Stock are registered in the name of the Grantee, then the Company
shall retain physical possession of the certificate.
5. Legends . All
certificates representing any of the shares of Stock subject to the
provisions of this Agreement shall have endorsed thereon the
following legend:
“THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
HOLDER OF THE SHARES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY.”
6. Tax Consequences .
Set forth below is a brief summary as of the Date of Grant of
certain United States federal tax consequences of the award of the
Restricted Stock. THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE,
LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO
GRANTEE. GRANTEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE.
TO ENSURE COMPLIANCE WITH TREASURY
DEPART
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