Exhibit 10.3
AVATECH SOLUTIONS,
INC.
AMENDED AND
RESTATED
RESTRICTED STOCK AWARD
PLAN
Adopted May 14,
2003
Approved by the Shareholders
October 30, 2003
Amended August 23,
2005
Purpose . The Avatech Solutions, Inc. Restricted Stock
Award Plan (the “Plan”) is intended to provide
incentives which will attract and retain highly competent persons
as officers, directors, key employees and consultants of Avatech
Solutions, Inc. (the “Company”) and its present or
future subsidiaries (“Subsidiaries”), by providing them
with opportunities to acquire common stock of the Company, par
value par value $0.01 per share (“Common Stock”)
pursuant to terms and restrictions contained in this Plan and in an
agreement with the Company (an “Award”).
Administration . The Board of Directors (“Board”)
of the Company shall supervise and administer the Plan. The Board
will resolve any questions of interpretation of the Plan or of any
Awards, and such determination shall be final and binding upon all
persons. The Compensation Committee of the Board of Directors (so
long as the Compensation Committee is comprised of two or more
non-employee directors within the meaning of Rule 16b-3 under the
Exchange Act of 1934, 17 C.F.R. § 240.16b-3(b)(3)) (the
“Committee”) shall have any or all of the powers and
discretions vested in the Board under the Plan, except the power to
amend or terminate the Plan. Any determination of the Committee
under the Plan may be made without notice or meeting of the
Committee, by writing signed by a majority of the Committee
members.
Awards . “Award Shares” are shares of
Common Stock transferred to Participants (as defined in 0) pursuant
to an Award in exchange for past or future service to the Company
or its Subsidiaries without other payment therefore.
Governing Agreements . Each Award will be governed by an
“Award,” which may contain any provision the Board
determines appropriate, including without limitation, provisions
for the forfeiture of and restrictions on the sale, resale or other
disposition of shares acquired under any Award, provisions giving
the Company the right to repurchase shares acquired under any
Award, provisions to comply with federal and state securities laws,
or understandings or conditions as to the Participant’s
employment, in addition to those specifically provided for under
the Plan.
Nontransferability . Except as provided below or as explicitly
provided in the Award, a Participant may not transfer Common Stock
represented by an Award that is subject to forfeiture, redemption
or other restriction on resale imposed by its governing Award
(“Unvested Shares”).
Unvested Shares (i) may be tendered in
response to a tender offer for a request or invitation to tenders
of greater than 50 percent of the outstanding Common Stock of the
Company or (ii) may be surrendered in a merger, consolidation
or share exchange involving the Company; provided, in each case,
that the securities or other consideration (including any cash)
received in exchange for the Unvested Shares will be subject to the
restrictions and conditions on the Unvested Shares set forth in the
Award. In the event of and immediately upon receipt by a third
party of Unvested Shares by any person or entity other than the
Company pursuant to a transaction under this Section 0, the
Unvested Shares will no longer be subject to restrictions on
transfer, sale, assignment, etc. imposed by this Plan or any
Award.
In the event of any change in the outstanding
Common Stock resulting from a subdivision or consolidation of
shares, whether through reorganization, recapitalization, share
split, reverse share split, share distribution or combination of
shares or the payment of a share dividend, the Unvested Shares
shall be treated in the same manner in any such transaction as
other Common Stock. Any Common Stock or other securities received
by the Grantee with respect to the Unvested Shares in any such
transaction shall be subject to the restricti
