EXHIBIT 4.5
EMPLOYEE
RESTRICTED STOCK AGREEMENT
UNDER
THE 2007 EQUITY INCENTIVE PLAN
OF
ADVANCED PHOTONIX, INC.
In
consideration of services to be rendered by you (the
“Grantee”) to
Advanced
Photonix, Inc., a Delaware company (the “Company”) or
one of its subsidiaries, you have been awarded a stock grant (the
“Grant”) under the Company’s 2007 Equity
Incentive Plan (the “2007 Plan”), which is incorporated
herein by reference, covering a number of shares of Class A Common
Stock of the Company, par value $.001 per share (the
“Shares”) as listed on Exhibit A annexed hereto and
subject to the terms and conditions of this Agreement and the 2007
Plan.
1.
STOCK GRANT TERMS AND CONDITIONS.
The
date of the Grant, the number of Shares subject to the Grant, the
Vesting Dates, the number of Shares subject to the Grant which vest
on each Vesting Date (as described in Paragraph 3 hereof), any
performance vesting conditions, and the per Share consideration for
the Grant, if any, are as set forth on Exhibit A annexed
hereto.
2.
STOCK GRANT CERTIFICATES.
The stock certificate(s), if any, evidencing the Shares underlying
the Grant shall be registered on the Company’s books in the
name of the Grantee as of the date of Grant. Physical possession or
custody of any such stock certificate(s) shall be retained by the
Company or by a bank or other institution designated by the Company
until such Shares are vested or forfeited in accordance with the
terms of this Agreement. While in its possession, the Company
reserves the right to place a legend on such stock certificate(s)
restricting the transferability of such certificate(s) and
referring to the terms and conditions (including, without
limitation, forfeiture) relating to the Shares represented by the
stock certificate(s). If the Shares subject to the Grant have been
evidenced by stock certificate(s) pursuant to this Paragraph, then
as soon as practicable after the end of the applicable Restricted
Period (as defined in Paragraph 3 hereof), the Company shall cause
unlegended stock certificate(s) covering the requisite number of
vested Shares registered on the Company’s books in the name
of the Grantee (or his permitted transferee pursuant to Paragraph 5
hereof), to be delivered to such person and will cancel the
legended stock certificates. Shares issued hereunder shall be fully
paid and non-assessable.
3.
VESTING
.
A number of Shares underlying the Grant (as set forth on Exhibit A)
will become vested and non-forfeitable on the applicable vesting
date set forth on Exhibit A (the “Vesting Date”),
provided that on the applicable Vesting Date the Grantee has met
the applicable time or performance based conditions (the
“Condition”) set forth on Exhibit A.
Promptly
following each Vesting Date, the Company
will
release
to the Grantee (or his permitted transferee pursuant to Paragraph 5
hereof) the number of Shares with respect to which the Condition
was satisfied on such Vesting Date. With respect to the Shares
underlying the Grant, the period of time commencing on the date of
the Grant and ending on the applicable Vesting Date shall be
referred to herein as the “Restricted
Period”.
4.
FORFEITURE OF UNVESTED SHARES
UPON TERMINATION OF SERVICE.
Except with respect to Shares which have vested pursuant to
Paragraph 3, in the event that the Grantee ceases to be employed by
the Company or one of its subsidiaries for any reason during the
Restricted Period, all Shares subject to the Grant shall be
forfeited by the Grantee as of the date that such employment
terminates. Any Shares covered by the Grant that are forfeited by
the Grantee shall be retired by the Company and resume the status
of treasury shares. Nothing in this Agreement shall confer upon the
Grantee any right to be continued in the employ of the Company or
any such subsidiary to terminate or otherwise modify the terms of
the Grantee’s employment.
5.
RESTRICTIONS ON TRANSFER.
The Shares subject to the Grant shall not be transferable during
the Restricted Period, other than by will or the laws of descent
and distribution. Notwithstanding the foregoing, if permitted by
the Committee the Grantee may transfer the Shares by gift to one or
more members of the Grantee's immediate family, including trusts
for the benefit of such family members and partnerships or limited
liability companies in which such family members are the only
owners. In the event the Grantee wishes to transfer the Shares
during the Restricted Period by gift as permitted by this
Paragraph, the Grantee shall provide the Company a written request
of such transfer in form and substance reasonably satisfactory to
the Committee and no transferee shall have any rights in the Shares
until such request has been accepted by the Committee. Transferred
Shares shall be subject to all of the same terms and conditions of
the 2007 Plan and this Agreement as if such Shares had not been
transferred. More particularly (but without limiting the generality
of the foregoing), during the Restricted Period the Shares may not
be assigned, transferred (except as provided above), pledged or
hypothecated in any way, shall not be assignable by operation of
law and shal
