Exhibit 10.92
RESTRICTED STOCK AWARD AGREEMENT
FOR
PATH 1 NETWORK TECHNOLOGIES INC.
COMMON STOCK UNDER THE
2004 EQUITY INCENTIVE
PLAN
THIS RESTRICTED STOCK AWARD
AGREEMENT (the
“Agreement”) entered into as of the 30
th
day of August, 2005, by
and between Path 1 Network Technologies Inc., a Delaware
corporation (the “Company”), and Jeremy Ferrell (herein
referred to as the “Participant”);
W I T N E S S E T
H:
WHEREAS, the Participant serves as Controller for the
Company;
WHEREAS, Company, through the Compensation Committee of
the Board of Directors, has determined that it desires to maintain
for Participant an incentive package to retain Participant as a key
executive;
WHEREAS, the Company has previously adopted the Path 1
Network Technologies Inc. 2004 Equity Incentive Plan (the
“Plan”);
WHEREAS, pursuant to the Plan, the Company has awarded
the Participant shares of common stock under the Plan subject to
the terms and conditions of this Agreement, and has determined that
it is in its best interests to provide Participant with a
restricted stock award as is more fully set forth below.
NOW, THEREFORE,
in consideration of the premises
and the mutual promises and covenants herein contained, the
Participant and the Company agree as follows (all capitalized terms
used herein, unless otherwise defined, have the meaning ascribed to
such terms as set forth in the Plan):
1. The Plan . The Plan, a
copy of which is attached hereto as Exhibit A, is hereby
incorporated by reference herein and made a part hereof for all
purposes, and when taken with this Agreement shall govern the
rights of the Participant and the Company with respect to the Award
(as defined below).
2. Grant of Award . The
Company hereby grants to the Participant an award (the
“Award”) of Ten Thousand (10,000) shares of
Company common stock, par value $0,001 (the “Stock”),
on the terms and conditions set forth herein and in the
Plan.
3. Terms of Award
.
(a) Escrow of Shares . A
certificate representing the shares of Stock subject to the Award
(the “Restricted Stock”) shall be issued in the name of
the Participant and shall be escrowed with the Secretary of the
Company (the “Escrow Agent”) subject to removal of the
restrictions placed thereon or forfeiture pursuant to the terms of
this Agreement.
(b) Vesting . One-half of the
shares of Restricted Stock will vest based on the
Participant’s continuous employment with the Company through
August 29, 2006. The remaining one-half of the shares of
Restricted Stock will vest over four quarterly installments based
on the Participant’s continuous employment with the Company
from the period August 30, 2006 through August 29, 2007.
In the event the Participant’s employment with the Company is
terminated by reason of (i) death, (ii) disability,
(iii) without “Cause”, or (iv) by the
Participant voluntarily for “Good Reason”, then all
remaining shares of Restricted Stock that have not yet been vested
shall immediately vest. Once vested pursuant to the terms of this
Agreement, the Restricted Stock shall be deemed Vested Stock.
Participant expressly acknowledges that nothing in the Plan or in
this Agreement gives him any right to continue his
employment with the Company for any period of
time, nor does the Plan or this Agreement interfere in any way with
his right or the Company’s right to terminate that employment
at any time, for any reason, with or without cause.
(c) Voting Rights and
Dividends . The Participant shall have all of the voting rights
attributable to the shares of Restricted Stock issued to him. Cash
dividends declared and paid by the Company with respect to the
shares of Restricted Stock shall be paid to the
Participant.
(d) Vested Stock—Removal of
Restrictions . Upon Restricted Stock becoming Vested Stock, all
restrictions shall be removed from the certificates representing
such Stock and the Secretary of the Company shall deliver to the
Participant certificates representing such Vested Stock free and
clear of all restrictions.
(e) Forfeiture . In the event
the Participant’s employment with the Company is terminated
for any reason other than (i) death, (ii) disability,
(iii) without Cause, or (iv) by the Participant for Good
Reason prior to all shares of Restricted Stock becoming Vested
Stock, then all remaining sha
