RESTRICTED STOCK
AGREEMENT
This
Agreement, made as of the 15th day of August, 2005, (the
“Award Date”) between enherent Corp. (the
“Company”) and Karl Brenza (the
“Participant”);
WHEREAS, the
Company maintains the enherent Corp. 2005 Stock Incentive Plan (the
“Plan”); and
WHEREAS,
pursuant to the terms the employment agreement between the
Participant and Company dated August 15, 2005 (the
“Employment Agreement”), the Participant has been
granted an Award of Restricted Stock under the Plan;
NOW,
THEREFORE, IT IS AGREED, by and between the Company and the
Participant as follows:
1.
Award . Subject to the terms of this Agreement, the Plan and
the Participant’s Employment Agreement, the Participant is
hereby granted an Award of 504,857 shares of Common Stock, subject
to the restrictions set forth herein (the “Restricted
Stock”). Except as otherwise defined herein, capitalized
terms used in this Agreement have the respective meanings set forth
in the Plan and the Employment Agreement.
2.
Restricted Period . Unless forfeited earlier under
Section 4, the “Restricted Period” with respect to
the shares awarded hereunder shall begin on the Award Date and end
on the vesting dates specified in the schedule below with respect
to the percentage of shares awarded vesting on such
date:
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Vesting
Date
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% of Shares Awarded
Vesting
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50%
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50%
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Notwithstanding
the foregoing, (i) in the event of the Participant’s
death, Permanent Disability or Partial Disability all shares of
Restricted Stock subject to this Award that have not already vested
or previously been forfeited under Section 4 shall become
fully vested on the date of such event, and (ii) in the event
the Participant’s employment with the Company is terminated
by the Company for reasons other than Cause (as defined in the
Employment Agreement) prior to vesting dates set forth above, the
vesting schedule set forth above shall be accelerated by six
months.
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3.
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Restrictions on Shares
. During the Restricted
Period:
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(a)
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Restricted Shares may not be sold,
assigned, transferred, pledged or otherwise encumbered. Except for
such restrictions, the Participant will be treated as owner of such
shares and shall have all the rights of a shareholder including,
but not limited to, the right to vote such shares and the right to
receive all dividends paid on such
shares;
and
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(b)
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The
certificate representing the Restricted Shares shall be registered
in the name of the Participant and shall be deposited with the
Company and bear the following (or a similar) legend:
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“The
sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary or by operation of law,
is subject to certain restrictions on transfer set forth in the
enherent Corp. 2005 Stock Incentive Plan and a Restricted Stock
Agreement dated August 15, 2005. A copy of the Plan and such
Restricted Stock Agreement may be obtained from the Secretary of
enherent Corp.”
4.
Forfeiture and Retention of Restricted Stock . In the event
the Participant’s employment terminates for any reason other
than death, Permanent Disability or Partial Disability, all
Restricted Shares that have not vested and continue to be subject
to a Restricted Period shall be permanently forfeited on such
termination date; provided, that, if such termination occurs due to
termination by the Company for reasons other than Cause, then the
accelerated vesting schedule set forth in Section 2 shall
apply to determine the amount of Restricted Shares, if any, that
shall be forfeited by reason of such termination. Participant shall
retain any vested Restricted Stock, including stock that has vested
as a result of acceleration, upon termination of employment for any
reason. The Participant’s Restricted Shares shall not be
forfeited, cancelled or surrendered for any reason other than as
provided in this Section 4.
5.
Change in Control . Notwithstanding any other provision of
the Plan or this Agreement to the contrary, if, while
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