Restricted Stock Agreement限制性股票协议.docx

1、Restricted Stock Agreement限制性股票协议noticeThis document has been prepared for informational and illustration purposes only. It is not intended to (a) constitute legal advice, (b) create an attorney-client relationship, or (c) be advertising or a solicitation. Each persons and each companys situation is

2、 highly fact-specific and requires a knowledge of both relevant state and federal laws. As a result, any person, or company that would like to use this document to create an agreement should seek legal advice from a licensed attorney in the relevant jurisdictions. AlphaTech Counsel, S.C. expressly d

3、isclaims any and all liability with respect to acts or omissions based on this document. By accessing or using this document, you agree to our terms and conditions.THE SHARES OF COMMON STOCK GRANTED UNDER THIS RESTRICTED STOCK AGREEMENT HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS

4、. NO SHARES OF COMMON STOCK GRANTED UNDER THIS RESTRICTED STOCK AGREEMENT MAY BE OFFERED OR SOLD, PLEDGED, OR OTHERWISE DISTRIBUTED, AND NO SHARES OF COMMON STOCK MAY BE TRANSFERRED ON THE BOOKS OF THE COMPANY, EXCEPT IN A TRANSACTION (I) THAT, IN THE OPINION OF COUNSEL, IS SATISFACTORY TO THE COMPA

5、NY, WOULD RESULT IN NO VIOLATION OF SECURITIES LAWS AND (II) THAT WOULD COMPLY WITH THE TRANSFER RESTRICTION PROVISIONS CONTAINED OR REFERENCED IN THIS RESTRICTED STOCK AGREEMENT.ALPHATECH CLIENT, INC.RESTRICTED STOCK AGREEMENT* * * * *Recipient:Founder 1Grant Date:August _, 2012 Number of Shares of

6、 Common Stock Subject to this Restricted Stock Grant:600,000Vesting Schedule: Vesting DatePercentage or Fraction of Shares of Restricted Stock VestingNumber of Shares of Restricted Stock Subject to VestingCumulative Total of Shares of Restricted Stock VestingAugust _, 201225%150,000150,000August _,

7、201325%150,000300,000August _, 201425%150,000450,000August _, 201525%150,000600,000This Restricted Stock Agreement (this “Agreement”), dated as of the Grant Date specified above, is between AlphaTech Client, Inc., a Wisconsin corporation (the “Company”), and the Recipient listed above. Capitalized t

8、erms used but not defined in this Agreement have the meanings attributed to them in Appendix 1.The parties agree as follows:ARTICLE IGRANT OF SHARESGrant. As of the Grant Date, subject to the vesting schedule and other terms contained in this Agreement, the Company hereby grants to the Recipient, an

9、d the Recipient hereby accepts, 600,000 shares of Common Stock (the “Shares”), in exchange for $600.00 and as compensation for the Recipients future services to the Company.Delivery of Shares. Promptly following the full signing and delivery of this Agreement and subject to Section 2.1, the Company

10、shall issue to the Recipient in uncertificated form the Shares and shall hold the Unvested Shares (as defined below) in escrow in accordance with the terms of Article IV. Rights as a Shareholder. Upon receipt of the Shares, the Recipient has all the rights of a shareholder with respect to the Shares

11、, subject to the terms contained in this Agreement.ARTICLE IITRANSFER RESTRICTIONS; SECURITIES LAW COMPLIANCE Transfer Restrictions. The Recipient shall not make or attempt to make any disposition, pledge, gift, assignment, or other transfer (voluntarily or involuntarily) of the Shares while the Sha

12、res are Unvested Shares (as defined below). Any such transfer, purported transfer, or attempted transfer will be void.Legend. In addition to any other restrictive legend required by the Company, in order to reflect the restrictions on disposition of the Unvested Shares, the Unvested Shares will bear

13、 and be subject to a restrictive legend, similar to the following:“SOME OF THE SHARES REFERENCED HEREBY ARE SUBJECT TO A RESTRICTED STOCK AGREEMENT, WHICH INCLUDES VESTING REQUIREMENTS AND RESTRICTIONS ON SHARE TRANSFERS. THE NUMBER OF SHARES SUBJECT TO VESTING ARE AS STATED IN THE RESTRICTED STOCK

14、AGREEMENT. A COPY OF THE RESTRICTED STOCK AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE MAILED TO ANY PROPERLY INTERESTED PERSON WITHOUT CHARGE UPON THE COMPANYS RECEIPT OF A WRITTEN REQUEST FOR IT. ANY SALE OR TRANSFER IN VIOLATION OF THE RESTRICTED STOCK AGREEMENT WILL BE

15、 VOID.”Restricted Securities. The Recipient makes the following representations to the Company:The Recipient is aware of the Companys business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shar

16、es. The Recipient is acquiring the Shares for the Recipients own account for investment, not with a view to or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The Recipient confirms that the Recipient has been informed that t

17、he Shares have not been, and will not be, registered under state and federal securities laws, and are restricted securities under the Securities Act of 1933 (the “Securities Act”). The Recipient understands that no Shares may be resold or transferred unless the Shares are first registered under appl

18、icable state and federal securities laws or unless an exemption from such registration is available. The Recipient is prepared to hold the Shares for an indefinite period and that the Recipient is aware that Rule 144 of the Securities and Exchange Commission issued under the Securities Act is not pr

19、esently available to exempt the sale of the Shares from the registration requirements of the Securities Act. The Recipient understands that no public market now exists for any of the Shares issued by the Company, and that the Company has made no assurances that a public market will ever exist for th

20、e Shares.Lock-up Agreement. If required by any underwriter in connection with a public offering of the Companys equity securities in a registration statement under the Securities Act, the Recipient shall not transfer or dispose of the Shares (other than securities included in the registration statem

21、ent or shares purchased in the public market after the effective date of registration) or any interest in the Shares during such period as is acceptable to the underwriter following the effective date of such registration statement. In addition, the Recipient shall sign one or more agreements as may

22、 be requested by an underwriter in connection with such registration. The underwriters in connection with such registration are intended third party beneficiaries of this section and have the right, power, and authority to enforce the provisions of this Agreement as though they were a party to it. I

23、n order to enforce the covenants contained in this section, the Company may impose stop-transfer instructions with respect to the Shares until the end of such restricted period.ARTICLE IIIVESTINGVesting of Shares. The vesting schedule for the Shares is set forth on the first page of this Agreement.

24、All Shares for which the Recipient has a vested right are referred to herein as “Vested Shares,” and all Shares for which the Recipient does not have a vested right are referred to herein as “Unvested Shares.” While in escrow as provided in Article IV, the Unvested Shares will continue to vest durin

25、g the Recipients Continuous Service.Acceleration upon Change in Control. If in the event of a Change in Control, the Recipient is Involuntarily Terminated by the Company or its successor or surviving entity (or parent thereof) within six months following such Change in Control, then 100% of the Unve

26、sted Shares will immediately and fully vest. If the Recipient is Involuntarily Terminated simultaneous with a Change in Control, such vesting will be deemed to occur immediately before consummation of the Change in Control. ARTICLE IVESCROWDeposit of the Unvested Shares. Upon issuance of the Shares,

27、 the Recipient shall deposit any Unvested Shares granted as part of such issuance in escrow with the Company to be held in accordance with the provisions of this Agreement.Deposit of Additional Securities and Other Property. Except as otherwise provided in this Agreement, the Company shall deposit i

28、n escrow any new, substituted, or additional securities or other property distributed with respect to the Unvested Shares. Release of Vested Shares. Upon the vesting of all or a portion of the Unvested Shares, the Company shall release to the Recipient the Vested Shares and all securities and other

29、property held in escrow with respect to the Unvested Shares that have become Vested Shares. If requested to do so by the Company and as a condition to the release of Vested Shares from escrow, the Recipient shall sign the Companys then-current shareholder agreement, which will contain among other pr

30、ovisions customary transfer restrictions on Common Stock.Forfeiture of Unvested Shares. Subject to Section 3.2, upon the termination or interruption of Continuous Service of the Recipient for any reason, including but not limited to death, disability or retirement, all the Unvested Shares, and any r

31、ights or claims attached thereto, securities, and other property held in escrow from a distribution previously made on account of the Unvested Shares, will be deemed immediately forfeited by the Recipient to the Company. Assignment. In the event of forfeiture of the Unvested Shares, the Recipient he

32、reby assigns, transfers, and surrenders to the Company for cancellation the Unvested Shares, and all related securities and other property held in escrow with respect to such Unvested Shares, and hereby irrevocably constitutes and appoints the Companys secretary as attorney to cancel such stock in the records of the Company with full power of substitution in the premises. In addition, in the event of such forfeiture, the Recipient shall execute and deliver such further documents and instruments and do such further a