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Exhibit 4.4
CENVEO, INC.
2001 LONG-TERM EQUITY INCENTIVE PLAN
FORM OF
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT dated as of this
day
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of
2004 (the "Agreement") is between Cenveo, Inc., a Colorado
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corporation (the "Company," and together
with its direct and indirect
subsidiaries, a "Related Entity") and
("Grantee").
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RECITALS
WHEREAS, the Company has awarded Grantee shares (the "Shares")
of
the authorized but unissued common stock,
$.01 par value, of the Company
(the "Common Stock") pursuant to the terms
of the Cenveo, Inc. 2001
Long-Term Equity Incentive Plan, as amended
(the "Plan"); and
WHEREAS, the Plan contemplates a written document evidencing
the
award;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement and
for other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged,
and intending to be legally bound, the
parties agree as follows:
ARTICLE I
AWARD OF SHARES
1.1 Award. Pursuant to the terms of the Plan, Grantee is hereby
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awarded
shares of the Common Stock, effective
, 2004.
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1.2 Delivery of Certificates. Any certificates representing the
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Shares hereunder shall be held in escrow by
the Secretary of the Company as
provided in Article IV hereof.
1.3 Stockholder Right. Until such time as any or all of the
Shares
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are forfeited pursuant to the terms of this
Agreement, if ever, Grantee (or
any successor in interest) shall have all
the rights of a stockholder
(including voting rights) with respect to
the Shares, including Shares held
in escrow under Article IV, subject,
however, to the transfer restrictions
of Article II.
ARTICLE II
TRANSFER RESTRICTIONS
2.1 Restriction on Transfer. Grantee shall not transfer,
assign,
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encumber or otherwise dispose of any
Unvested Shares (as defined below) at
any time.
2.2 Disposition Of Shares. Grantee hereby agrees that Grantee
shall
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make no disposition of the Vested Shares
(as defined below) unless and until
Grantee:
a. shall have notified the Company of the proposed disposition
and provided a written summary of the terms and conditions of
the
proposed disposition; and
b. shall have complied with all requirements of this Agreement
applicable to the disposition of the Shares.
The Company shall not be required (i) to transfer on its books
any
Shares which have been sold or transferred
in violation of the provisions of
this Article II, nor (ii) to treat as the
owner of the Shares, or otherwise
to accord voting or dividend rights to, any
transferee to whom the Shares
have been transferred in contravention of
this Agreement. Grantee agrees to
pay the Company's reasonable expenses
incurred in connection with any
disposition of the Shares.
2.3 Restrictive Legends. In order to reflect the restrictions
on
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disposition of the Shares, the stock
certificates for the Shares will be
endorsed with the following restrictive
legend:
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO, AND MAY BE
TRANSFERRED ONLY IN COMPLIANCE WITH, THAT CERTAIN RESTRICTED
STOCK AWARD AGREEMENT, DATED AS OF
, 2004, BETWEEN
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THE COMPANY AND THE HOLDER OF THESE SECURITIES.
ARTICLE III
FORFEITURE OF UNVESTED SHARES
3.1 Forfeiture. Upon termination of Grantees's directorship or
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employment with a Related Entity, for any
reason, all or any portion of
Grantee's Shares in which Grantee has not
acquired a vested interest in
accordance with the vesting provisions set
forth in Schedule I hereto (such
shares to be hereinafter called the
"Unvested Shares") will be forfeited and
Grantee shall have no further rights with
respect to such Unvested Shares.
3.2 Vesting. Unvested Shares shall cease to be Unvested Shares
and
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shall cease to be subject to forfeiture,
and Grantee shall thereupon acquire
a vested interest therein (such shares to
be hereinafter called the "Vested
Shares") provided that Grantee remains [on
the Board of Directors of the
Company] OR [employed by the Company] up to
and including
, 200 .
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3.3 Additional Shares or Substituted Securities. In the event
of
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any stock dividend, stock split,
recapitalization or other change affecting
the Company's outstanding Common Stock as a
class effected without receipt
of consideration, then any new,
substituted, or additional securities or
other property (including money paid other
than as a regular cash dividend)
which is by reason of any such transaction
distributed with respect to the
Shares (the "Distributed Property") shall
be immediately subject to
forfeiture as provided in this Article III,
but only to
- 2 -
the extent the Shares are at the time
subject to forfeiture. Appropriate
adjustments to reflect the distribution of
such Distributed Property shall
be made to the number of Shares
hereunder.
ARTICLE IV
ESCROW FOR UNVESTED SHARES
4.1 Deposit. Upon issuance, the certificates for the Unvested
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Shares shall be deposited in escrow with
the Company to be held in
accordance with the provisions of this
Article IV. The deposited
certificates, together with any other
assets or securities from time to time
deposited with the Company pursuant to the
requirements of this Agreement,
shall remain in escrow until such time or
times as the certificates (or
other assets and securities) are to be
released or otherwise surrendered for
cancellation in accordance with Section
4.3.
4.2 Recapitalization. Any cash dividends on the Shares (or
other
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securities at the time held in escrow)
shall be paid directly to Grantee and
shall not be held in escrow. Howe
