Exhibit 99.5
DOMINION HOMES,
INC.
AMENDED AND RESTATED 2003 STOCK
OPTION AND
INCENTIVE EQUITY
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
Dominion Homes, Inc., an Ohio
corporation (the “Company”), hereby grants certain of
its common shares, without par value (the “Shares”), to
the Recipient named below, subject to the restrictions contained
herein. The terms and conditions of this grant are set forth in
this cover sheet, in the attached Agreement, in the Dominion Homes,
Inc. Amended and Restated 2003 Stock Option and Incentive Equity
Plan (the “Plan”) and in the Plan prospectus. Copies of
the Plan and the Plan prospectus are attached.
Date of Grant
: March 21, 2007
Name of Recipient
:
Recipient’s Social Security
Number :
-
-
Number of Shares
Granted :
Shares
Vesting Start Date
: March 21, 2007
Vesting Schedule
: Subject to all of the terms and
conditions set forth in the attached Agreement and the Plan, the
restrictions on your Shares granted hereby will lapse as to
one-fourth of these Shares (
Shares) on each of the first, second, third, and fourth
anniversaries of the Vesting Start Date set forth above. The
restrictions on the Shares will lapse and the Shares will fully and
immediately vest in the event that the Company terminates your
employment without Cause. Otherwise, termination of your employment
for any reason will result in the forfeiture of any Shares which
have not vested on or before the date of your Termination, and no
Shares granted under this Agreement will continue to vest after
your date of Termination.
By signing this cover sheet,
you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also
attached.
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Recipient:
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Company:
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Christine A.
Murry, Vice President, Corporate Counsel and Secretary
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DOMINION HOMES,
INC.
AMENDED AND RESTATED 2003 STOCK
OPTIONS AND
INCENTIVE EQUITY
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
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The Plan and
Other Agreements
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The text of the
Plan, as it may be amended from time to time, is incorporated in
this Agreement by reference. This Agreement (which also includes
the cover sheet) and the Plan constitute the entire understanding
between you and the Company regarding this grant of Restricted
Stock. Any prior agreements, commitments or negotiations concerning
such grant are superseded. In the event that any provision in this
Agreement conflicts with any term in the Plan, the term in the Plan
shall be deemed controlling. Certain capitalized terms used in this
Agreement, but not otherwise defined herein, are defined in the
Plan.
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Vesting
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The Shares
granted under this Agreement shall initially be unvested, and,
unless and until they vest in accordance with the Vesting Schedule
on the at
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