EMS Technologies, Inc.
2007 Stock Incentive Plan
Restricted Stock Award
Restriction Agreement
With
Gary B. Shell
The EMS 2007
Stock Incentive Plan (the “Plan”) is intended as an
incentive to achieve the objectives of EMS Technologies, Inc. (the
“Company”), through employee participation in the
Company’s success and growth. The Plan provides an
opportunity for eligible employees to acquire or increase their
proprietary interest in the Company, and, as to officers, is
administered by the Compensation Committee of the Board of
Directors (the “Committee”). The Committee has granted
you an award of Restricted Stock (as defined in the Plan) effective
the date hereof, and has authorized me to prepare and enter into
this Restriction Agreement with you.
In
consideration of the mutual covenants herein contained, and for
other good and valuable consideration, the Company and you as an
employee of the Company do hereby agree as follows:
1. Grant of
Shares. Pursuant to
action of the Committee, the Company has granted to you 3,000
shares of Restricted Stock (the “Shares”). This award
is in all respects made subject to the terms and conditions of the
Plan, a copy of which has been provided to you. By signing and
returning a copy of this Agreement to the Company, you agree to all
of the terms and conditions of the Plan for yourself, any
designated beneficiary and your heirs, executors, administrators or
personal representatives. Terms used in this Agreement which are
defined in the Plan shall have the meanings set forth in the Plan.
In the event of any conflict between the Plan and this Agreement,
the Plan shall control.
As soon as
practicable following your execution of this Agreement, a
certificate or certificates representing the Shares, and bearing
the legend described below in Section 6, will be issued in
your name. Upon issuance of the certificates representing the
Shares, you shall have all rights of a stockholder with respect to
the Shares, including the right to vote and, subject to
Section 10 of this Agreement, to receive all dividends or
other distributions paid or made with respect to the Shares;
provided, however, that the Shares (and any securities of the
Company which may be issued with respect to the Shares by virtue of
any dividend reinvestment, stock split, combination, stock dividend
or recapitalization, which securities shall be deemed to be
“Shares” hereunder) shall be subject to the terms and
all of the restrictions set forth in this Agreement.
2.
Restriction. Until this
restriction (the “Restriction”) has lapsed pursuant to
Section 3 or 4 below, you may not sell, exchange, assign,
transfer, pledge or otherwise dispose of the Shares, and the Shares
shall be subject to forfeiture as set forth in Section 5
below.
3. Lapse of
Restriction by Passage of Time. The Restriction shall lapse and have no further
force or effect, as to 1,000 of the Shares, on and after
November 3, 2008, and as to 2,000 of the Shares, in tranches
of 500 Shares each, on and after each of the first, second, third
and fourth anniversaries of the date of this Agreement.
4. Lapse of
Restriction by Death or Disability. The Restriction shall lapse, and shall have no
further force or effect, upon your death or disability (as defined
in the Plan), but not earlier than November 3, 2008. You may
provide to the Company a written designation in a form approved by
counsel for the Company naming a person or persons who shall
receive the Shares in the event of your death. If there is no such
designation in effect at the time of your death, the Shares shall
be delivered to and become an asset of your estate.
5 .
Forfeiture of Shares. Except as may otherwise hereafter be
determined by the Committee, in the event of termination of your
employment with the Company due to your voluntary resignation or
involuntary discharge prior to lapse of the Restriction under
Section 3 or 4, or in the event you provide services to a
competitor of the Company or any Subsidiary of the nature described
in Section 9.2 of the Plan prior to such lapse (whether or not
known to the Company at that time), you shall immediately forfeit
all right, title and interest to the Shares, regardless of whether
unrestricted certificates evidencing the Shares shall have
theretofore been delivered to you, and such Shares shall be
cancelled or transferred to the Company by you, without
consideration to you or your executor, administrator, personal
representative or heirs.
6.
Endorsement and Retention of Certificates. Any certificates representing the Shares shall
be endorsed on the reverse thereof with the following
legend:
“The
shares of stock represented by this certificate and the sale,
transfer or other disposition of such shares are restricted by and
subject to a Restriction Agreement dated May 2, 2008, between
the registered holder and the Company, a copy of which is on file
with the Secretary of the Company.”
The Shares,
whether in certificated or uncertificated form, shall be held by
the Company until the restrictions thereon shall have lapsed. As a
condition to this award, you shall execute and deliver to the
Company a stock power in the form attached hereto, endorsed in
blank, relating to the Shares, as set forth in the Plan.
Upon lapse of
the Restriction pursuant to Section 3 or 4 of this Agreement
without a prior forfeiture of the Shares, a certificate or
certificates for an appropriate number of unrestricted Shares shall
be delivered to you, and any certificate with the legend indicated
above shall be cancelled, or at the Company’s election the
Shares shall be issued and recorded in uncertificated form free of
the Restriction.
7.
Withholding Taxes. You
hereby authorize the Company to withhold, at the time of lapse of
the Restriction on the Shares pursuant to Section 3 or 4
above, or at such earlier date as the award of the Shares shall
become taxable to you, from compensation otherwise owing to you, an
amount equal to any taxes required to be withheld by federal, state
or local law with respect to income resulting from such lapse or
other taxable event. In the event the compensation otherwise due to
you at that time is for any reason insufficient to provide for such
payment, you agree that, as a condition to issuance of Shares in a
form free of the Restriction, you will deliver to the Company a
cashier’s check, or personal check satisfactory to the
Company, in an amount
equal to such
withholding taxes or any balance thereof.
Notwithstanding
the foregoing, at your election the foregoing withholding taxes may
be paid by you by authorizing the Company to withhold and cancel a
portion of the Shares otherwise deliverable to you, in that number
of shares having a Fair Market Value (as defined in the Plan) on
the date that taxable income is recognized equal to the amount of
such taxes thereby being paid. Such election shall be made on or
before such date, shall be irrevocable, and shall
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