Exhibit 10.32




 




CONSONUS TECHNOLOGIES,
INC.




 




RESTRICTED
STOCK AGREEMENT




 




FOR




 




MICHAEL
BUCHEIT




 




1.                                      Award of Restricted Stock. The Committee
hereby grants, as of February 25, 2008 (the “Date of Grant”),  to Michael Bucheit (“Recipient”), 35,696 restricted shares of
the Company’s Common Stock, par value $.0000015 per share (collectively the “Restricted Stock”). The Restricted
Stock shall be subject to the terms, provisions and restrictions set forth in
this Agreement and the Company’s 2007 Incentive Compensation Plan, as may be
amended from time to time (the “Plan”), which is incorporated herein
for all purposes. As a condition to entering into this Agreement, and as a
condition to the issuance of any Shares (or any other securities of the
Company), the Recipient agrees to be bound by all of the terms and conditions
herein and in the Plan. Unless otherwise provided herein, terms used herein
that are defined in the Plan and not defined herein shall have the meanings
attributable thereto in the Plan.




 




2.                                      Vesting of Restricted Stock.




 




(a)                                  Except as
otherwise provided in Sections 2(b), 2(c) and 4 hereof, the shares of Restricted
Stock shall become vested in the following amounts, at the following times and
upon the following conditions, provided that the Continuous Service of the
Recipient continues through and on the applicable Vesting Date and that the
following conditions are met:




 




	
  Number of Shares

  of Restricted

  Stock

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  
	
  11,898

  	
   

  	
  March 31,
  2009, so long as the performance goals set by the Committee for the 2008
  calendar year are met.

  
	
   

  	
   

  	
   

  
	
  11,899

  	
   

  	
  March 31,
  2010, so long as the performance goals set by the Committee for the 2009
  calendar year are met.

  
	
   

  	
   

  	
   

  
	
  11,899

  	
   

  	
  March 31, 2011 so long as the performance goals set by the
  Committee for the 2010 calendar year are met.

  





 

















 




The written performance goals will be provided to Recipient no later
than February 28 of the applicable calendar year. There may be
proportionate or partial vesting of the Restricted Shares on the applicable
Vesting Date based on the number of performance goals met and the percentage of
each goal attained. The criteria for proportionate or partial vesting and
complete vesting will be set forth in the performance goals. There shall be no
proportionate or partial vesting of shares of Restricted Stock in or during the
months, days or periods prior to each Vesting Date, and all vesting of shares
of Restricted Stock shall occur only on the applicable Vesting Date.




 




(b)                                 Notwithstanding
any other term or provision of this Agreement, in the event that the
Recipient’s Continuous Service is terminated by the Company without Cause as
set forth in the Recipient’s Employment Agreement, dated as of
February 22, 2008 (the “Employment Agreement”),  the shares of Restricted Stock
subject to this Agreement shall become immediately vested as of the date of the
termination of the Recipient’s Continuous Service.




 




(c)                                  Notwithstanding
any other term or provision of this Agreement, the Board or the Committee shall
be authorized, in its sole discretion, based upon its review and evaluation of
the performance of the Recipient and of the Company, to accelerate the vesting
of any shares of Restricted Stock under this Agreement, at such times and upon
such terms and conditions as the Board or the Committee shall deem advisable.




 




(d)                                 For purposes of
this Agreement, the following terms shall have the meanings indicated:




 




(i)                                     “Non-Vested Shares” means any portion of the
Restricted Stock subject to this Agreement that has not become vested pursuant
to this Section 2.




 




(ii)                                  “Vested Shares” means any portion of the
Restricted Stock subject to this Agreement that is and has become vested
pursuant to this Section 2.




 




3.                                      Delivery of Restricted
Stock.




 




(a)                                  One or more
stock certificates evidencing the Restricted Stock shall be issued in the name
of the Recipient but shall be held and retained by the Records Administrator of
the Company until the date (the “Applicable Date”) on which the
shares (or a portion thereof) subject to this Restricted Stock award become
Vested Shares pursuant to Section 2 hereof, subject to the provisions of
Section 4 hereof. All such stock certificates shall bear the following
legends, along with such other legends that the Board or the Committee shall
deem necessary and appropriate or which are otherwise required or indicated
pursuant to any applicable stockholders agreement:




 




THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR
STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE
SECURITIES




 


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LAWS OR, IN THE OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.




 




THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS
SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE
SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE
FORFEITURE OF THE SHARES.




 




(b)                                 The Recipient
shall deposit with the Company stock powers or other instruments of transfer or
assignment, duly endorsed in blank with signature(s) guaranteed,
corresponding to each certificate representing shares of Restricted Stock until
such shares become Vested Shares. If the Recipient shall fail to provide the
Company with any such stock power or other instrument of transfer or
assignment, the Recipient hereby irrevocably appoints the Secretary of the
Company as his attorney-in-fact, with full power of appointment and
substitution, to execute and deliver any such power or other instrument which
may be necessary to effectuate the transfer of the Restricted Stock (or
assignment of distributions thereon) on the books and records of the Company.




 




(c)                                  On or after
each Applicable Date, upon written request to the Company by the Recipient, the
Company shall promptly cause a new certificate or certificates to be issued for
and with respect to all shares that become Vested Shares on that Applicable
Date, which certificate(s) shall be delivered to the Recipient as soon as
administratively practicable after the date of receipt by the Company of the
Recipient’s written request. The new certificate or certificates shall continue
to bear those legends and endorsements that the Company shall deem necessary or
appropriate (including those relating to restrictions on transferability and/or
obligations and restrictions under the Securities Laws and/or the Stockholders
Agreement (if any)).




 




4.                                         Forfeiture of Non-Vested Shares. If the
Recipient’s Continuous Service with the Company and the Related Entities is
terminated for any reason, any Shares of Restricted Stock that are not Vested
Shares, and that do not become Vested Shares pursuant to Section 2 hereof
as a result of such termination, shall be forfeited immediately upon such
termination of Continuous Service and revert back to the Company without any
payment to the Recipient. The Committee shall have the power and authority to
enforce on behalf of the Company any rights of the Company under this Agreement
in the event of the Recipient’s forfeiture of Non-Vested Shares pursuant to
this Section 4.




 




5.                                      Rights with Respect to Restricted Stock.




 




(a)                                  Except as otherwise
provided in this Agreement, the Recipient shall have, with respect to all of
the shares of Restricted Stock, whether Vested Shares or Non-Vested Shares, all




 


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of the rights of a holder of shares of common stock of the Company,
including without limitation (i) the right to vote such Restricted Stock,
(ii) the right to receive dividends, if any, as may be declared on the
Restricted Stock from time to time, and (iii) the rights available to all
holders of shares of common stock of the Company upon any merger, consolidation,
reorganization, liquidation or dissolution, stock split-up, stock dividend or
recapitalization undertaken by the Company; provided, however, that all of such
rights shall be subject to the terms, provisions, conditions and restrictions
set forth in this Agreement (including without limitation conditions under
which all such rights shall be forfeited). Any Shares issued to the Recipient
as a dividend with respect to shares of Restricted Stock shall have the same
status and bear the same legend as the shares of Restricted Stock and shall be
held by the Company, if the shares of Restricted Stock that such dividend is
attributed to is being so held, unless otherwise determined by the Committee.
In addition, notwithstanding any provision to the contrary herein, any cash
dividends declared with respect to shares of Restricted Stock subject to this
Agreement shall be held in escrow by the Committee until such time as the
shares of Restricted Stock that such cash dividends are attributed to shall
become Vested Shares, and in the event that such shares of Restricted Stock are
subsequently forfeited, the cash dividends attributable to such portion shall
be forfeited as well.




 




(b)                                 If at any time
while this Agreement is in effect (or shares granted hereunder shall be or
remain unvested while Recipient’s Continuous Service continues and has not yet
terminated or ceased for any reason), there shall be any increase or decrease
in the number of issued and outstanding Shares of the Company through the
declaration of a stock dividend or through any recapitalization resulting in a
stock split-up, combination or exchange of such Shares, then and in that event,
the Board or the Committee shall make any adjustments it deems fair and
appropriate, in view of such change, in the number of shares of Restricted
Stock then subject to this Agreement. If any such adjustment shall result in a
fractional share, such fraction shall be disregarded.




 




(c)                                  Notwithstanding
any term or provision of this Agreement to the contrary, the existence of this
Agreement, or of any outstanding Restricted Stock awarded hereunder, shall not
affect in any manner the right, power or authority of the Company to make,
authorize or consummate: (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’s capital structure or its
business; (ii) any merger, consolidation or similar transaction by or of
the Company; (iii) any offer, issue or sale by the Company of any capital
stock of the Company, including any equity or debt securities, or preferred or
preference stock that would rank prior to or on parity with the Restricted
Stock and/or that would include, have or possess other rights, benefits and/or
preferences superior to those that the Restricted Stock includes, has or
possesses, or any warrants, options or rights with respect to any of the
foregoing; (iv) the dissolution or liquidation of the Company;
(v) any sale, transfer or assignment of all or any part of the stock,
assets or business of the Company; or (vi) any other corporate
transaction, act or proceeding (whether of a similar character or otherwise).




 




6.                                       Restrictions While Restricted Stock is Not Registered. The Restricted
Stock specified in Section 1 and (a) all shares of the Company’s
capital stock received as a dividend or other distribution upon such Restricted
Stock, and (b) all shares of capital stock or other securities of




 


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the Company into which such Restricted Stock may be changed or for
which such shares shall be exchanged, whether through reorganization,
recapitalization, stock split-ups or the like, shall be subject to the
provisions of this Section 6 only at those times that the Shares are not
registered under the Securities Exchange Act of 1934, as amended (such times
during which the shares are not so registered hereinafter being referred to as
the “Restricted Period”).




 




(a)                                  No Sale or
Pledge of Restricted Stock. Except as otherwise
provided herein, Recipient agrees and covenants that during the Restricted
Period he or she shall not sell, pledge, encumber or otherwise transfer or
dispose of, and shall not permit to be sold, encumbered, attached or otherwise
disposed of or transferred in any manner, either voluntarily or by operation of
law (all hereinafter collectively referred to as “transfers”),  all
or any portion of the Restricted Shares or any interest therein except for the
Vested Shares which may be transferred in accordance with and subject to the
terms of this Section 6.




 




(b)                                 Voluntary
Transfer Repurchase Option. If Recipient desires to
effect a voluntary transfer of any of the Vested Shares during the Restricted
Period, Recipient shall first give written notice to the Company of such intent
to transfer (the “Offer
Notice”)
specifying (i) the number of the Vested Shares (the “Offered Shares”) and the date of
the proposed transfer (which shall not be less than thirty (30) days after the
giving of the Offer Notice), (ii) the name, address, and principal
business of the proposed transferee (the “Transferee”), and (iii) the price and other terms
and conditions of the proposed transfer of the Offered Shares to the
Transferee. The Offer Notice by Recipient shall constitute an offer to sell
all, but not less than all, of the Offered Shares, at the price and on the terms
specified in such Offer Notice, to the Company and/or its designated purchaser.
If the Company desires to accept Recipient’s offer to sell, either for itself
or on behalf of its designated purchaser, the Company shall signify such
acceptance by written notice to Recipient within thirty (30) days following the
giving of the Option Notice. Failing such acceptance, Recipient’s offer shall
lapse on the thirty-first day following the giving of the Option Notice. With
such written acceptance, the Company shall designate a day not later than the
later of (i) twenty (20) days following the date of giving its notice of
acceptance, or (ii) the closing date in the Offer Notice, on which the
Company or its designated purchaser shall deliver the purchase price of the
Offered Shares (in the same form as provided in the Offer Notice) and Recipient
shall deliver to the Company or its designated Purchaser, as applicable, all
certificates evidencing the Offered Shares endorsed in blank for transfer or
with separate stock powers endorsed in blank for transfer. The Company may in
its sole and absolute discretion, notify the Recipient within thirty-one days
following the giving of the Option Notice that it does not permit the transfer
of the Offered Shares to the Transferee pursuant to the terms and conditions
set forth in the Option Notice in which event any such transfer or attempted
transfer by the Recipient to the Transferee shall be null and void. Upon the
lapse without acceptance by the Company of Recipient’s offer to sell the
Offered Shares, and unless the Company shall provide written notice to the
Recipient within thirty-one days following the giving of the Option Notice that
it will not permit the transfer of the Offered Shares to the Transferee
pursuant to the terms and conditions set forth in the Option Notice, Recipient
shall be free to transfer the Offered Shares not purchased by the Company or
the designated purchaser to the Transferee (and no one else), for a price and
on terms and conditions which are no more favorable to the Transferee than
those set forth in the Offer Notice, for a period of thirty days thereafter,
but after such period the




 


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restrictions of this Section 6 shall again apply to the Vested
Shares. The Offered Shares so transferred by Recipient to the Transferee shall
continue to be subject to all of the terms and conditions of this
Section 6 and the Company shall have the right to require, as a condition
of such transfer, than the Transferee execute an agreement substantially in the
form and content of the provisions of this Section 6, as well as any
voting agreement and/or shareholders agreement required by the Company.




 




(c)                                  Involuntary
Transfer Repurchase Option. Whenever, during the
Restricted Period, Recipient has any notice or knowledge of any attempted,
pending, or consummated involuntary transfer or lien or charge upon any of the
Vested Shares, whether by operation of law or otherwise, Recipient shall give
immediate written notice thereof to the Company. Whenever the Company has any
other notice or knowledge of any such attempted, impending, or consummated
involuntary transfer, lien, or charge, it shall give written notice thereof to
the Recipient. In either case, Recipient agrees to disclose forthwith to the
Company all pertinent information in his possession relating thereto. If during
the Restricted Period any of the Vested Shares are subjected to any such
involuntary transfer, lien, or charge, the Company and its designated purchaser
shall at all times have the immediate and continuing option to purchase such of
the Vested Shares upon notice by the Company to Recipient or other record
holder at a price and on terms determined according to
Section 6(e) below, and any of the Vested Shares so purchased by the
Company or its designated purchaser shall in every case be free and clear of
such transfer, lien, or charge.




 




(d)                                 Excepted
Transfers. The provisions of Sections 6(a) and
(b) shall not apply to a voluntary assignment, bequest or testamentary transfer,
in trust or otherwise, by the Recipient (or upon the Recipient’s death, a
subsequent transfer incident to such death pursuant to a will or a trust, or
occurring by operation of law, effected by the heirs, personal representatives,
or trustees of the Recipient having authority to transfer the Vested Shares in
question), which is (i) to or for the benefit of any member of the
Recipient’s immediate family, specifically the Recipient’s spouse, parents and
grandparents, children and their direct descendants, brothers and sisters,
nieces, nephews and their direct descendants and the spouses of any of them;
(ii) to a corporation, partnership, limited liability company or other
business entity, at least fifty-one percent (51%) of each class of the voting stock
or other voting interests of which is owned by the Recipient and/or one or more
of the individuals described in clause (i) above; or (iii) to a
trust, the beneficiaries of which are any of the individuals or entities
described in clauses (i) or (ii) above. In the event that the
Recipient transfers any Vested Shares pursuant to this Section 6(d), the
Recipient shall continue to be subject to all of the terms and provisions of
this Section 6 with respect to any remaining present or future interest
whatsoever he may have in the transferred Vested Shares, and, further provided
that any Vested Shares transferred pursuant to this subsection (d) shall
continue to be subject to the restrictions contained in this Section 6 and
the transferee of any such Vested Shares shall likewise be subject to all such
terms and conditions of this Section 6 as though such transferee were a
party hereto.




 




(e)                                  Repurchase
Price. For purposes of Section 6(c) hereof, the per share purchase
price of Vested Shares shall be an amount equal to the fair market value of
such share, determined by the Board of Directors of the Company as of any date
determined by the Board of




 


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Directors that is not more than one year prior to the date of the event
giving rise to the Company’s right to purchase such Vested Shares. Any
determination of fair market value made by the Board of Directors of the
Company shall be binding and conclusive on all parties unless shown to have
been made in an arbitrary and capricious manner. The purchase price shall, at
the option of the Company, be payable in cash or in the form of the Company’s
promissory note payable in up to three equal annual installments commencing 12
months after the acquisition by the Company (“Acquisition Date”) of the Vested
Shares, together with interest on the unpaid balance thereof at the rate equal
to the prime rate of interest of Citibank, N.A. on the Acquisition Date.




 




7.                                      Transferability. Unless otherwise determined
by the Committee, the shares of Restricted Stock are not transferable unless
and until they become Vested Shares in accordance with this Agreement,
otherwise than by will or under the applicable laws of descent and
distribution. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Recipient. Except as
otherwise permitted pursuant to the first sentence of this Section, any attempt
to effect a Transfer of any shares of Restricted Stock prior to the date on
which the shares become Vested Shares shall be void ab initio. For purposes of
this Agreement, “Transfer” shall mean any
sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation,
or other disposition, whether similar or dissimilar to those previously
enumerated, whether voluntary or involuntary, and including, but not limited
to, any disposition by operation of law, by court order, by judicial process,
or by foreclosure, levy or attachment.




 




8.                                      Tax Matters; Section 83(b) Election.




 




(a)                                  If the Recipient
properly elects, within thirty (30) days of the Date of Grant, to include in
gross income for federal income tax purposes an amount equal to the fair market
value (as of the Date of Grant) of the Restricted Stock pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”),  the Recipient shall make
arrangements satisfactory to the Company to pay to the Company any federal,
state or local income taxes required to be withheld with respect to the
Restricted Stock. If the Recipient shall fail to make such tax payments as are
required, the Company shall, to the extent permitted by law, have the right to
deduct from any payment of any kind (including without limitation, the
withholding of any Shares that otherwise would be issued to the Recipient under
this Agreement) otherwise due to the Recipient any federal, state or local
taxes of any kind required by law to be withheld with respect to the Restricted
Stock.




 




(b)                                 If the
Recipient does not properly make the election described in Section 8(a) above,
the Recipient shall, no later than the date or dates as of which the
restrictions referred to in this Agreement hereof shall lapse, pay to the
Company, or make arrangements satisfactory to the Committee for payment of, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Restricted Stock (including without limitation the vesting
thereof), and the Company shall, to the extent permitted by law, have the right
to deduct from any payment of any kind (including without limitation, the
withholding of any Shares that otherwise would be distributed to the Recipient
under this Agreement) otherwise due to Recipient any




 


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Federal, state, or local taxes of any kind required by law to be
withheld with respect to the Restricted Stock.




 




(c)                                  The Recipient
may satisfy the withholding requirements with respect to the Restricted Stock
pursuant to any one or combination of the following methods:




 




(i)                                     payment in
cash; or




 




(ii)                                  if and to the
extent permitted by the Committee, payment by surrendering unrestricted
previously held Shares which have a value equal to the required withholding
amount or the withholding of Shares that otherwise would be deliverable to the
Recipient pursuant to this Award. The Recipient may surrender Shares either by
attestation or by delivery of a certificate or certificates for shares duly
endorsed for transfer to the Company, and if required with medallion level
signature guarantee by a member firm of a national stock exchange, by a
national or state bank (or guaranteed or notarized in such other manner as the
Committee may require).




 




(d)                                 Tax
consequences on the Recipient (including without limitation federal, state, local
and foreign income tax consequences) with respect to the Restricted Stock
(including without limitation the grant, vesting and/or forfeiture thereof) are
the sole responsibility of the Recipient. The Recipient shall consult with his
or her own personal accountant(s) and/or tax advisor(s) regarding these
matters, the making of a Section 83(b) election, and the Recipient’s
filing, withholding and payment (or tax liability) obligations.




 




9.                                      Amendment, Modification & Assignment;
Non-Transferability. This Agreement may only be modified or
amended in a writing signed by the parties hereto. No promises, assurances,
commitments, agreements, undertakings or representations, whether oral,
written, electronic or otherwise, and whether express or implied, with respect
to the subject matter hereof, have been made by either party which are not set
forth expressly in this Agreement. Unless otherwise consented to in writing by
the Company, in its sole discretion, this Agreement (and Recipient’s rights
hereunder) may not be assigned, and the obligations of Recipient hereunder may
not be delegated, in whole or in part. The rights and obligations created
hereunder shall be binding on the Recipient and his heirs and legal
representatives and on the successors and assigns of the Company.




 




10.                               Recipient’s Representations. The Recipient
shall, if required by the Company, concurrently with the execution of this
Agreement, deliver to the Company his Investment Representation Statement in
the form attached to this Agreement as Exhibit A or in such other form as
the Company may request.




 




11.                               Complete Agreement.  This Agreement
(together with those agreements and documents expressly referred to herein, for
the purposes referred to herein) embody the complete and entire agreement and
understanding between the parties with respect to the subject matter hereof,
and supersede any and all prior promises, assurances, commitments, agreements,
undertakings or representations, whether oral, written, electronic or
otherwise, and whether express or implied, which may relate to the subject
matter hereof in any way.




 


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12.                               Miscellaneous.




 




(a)                                                     No Right to
Continuous Service. This Agreement and the grant of Restricted Stock
hereunder shall not confer, or be construed to confer, upon the Recipient any
right to Continuous Service with the Company or any Related Entity.




 




(b)                                                    No Limit on
Other Compensation Arrangements. Nothing contained in this
Agreement shall preclude the Company or any Related Entity from adopting or
continuing in effect other or additional compensation plans, agreements or
arrangements, and any such plans, agreements and arrangements may be either
generally applicable or applicable only in specific cases or to specific
persons.




 




(c)                                                     Severability. If any term
or provision of this Agreement is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or under any applicable law,
rule or regulation, then such provision shall be construed or deemed
amended to conform to applicable law (or if such provision cannot be so
construed or deemed amended without materially altering the purpose or intent
of this Agreement and the grant of Restricted Stock hereunder, such provision
shall be stricken as to such jurisdiction and the remainder of this Agreement
and the award hereunder shall remain in full force and effect).




 




(d)                                                    No Trust or
Fund Created. Neither this Agreement nor the grant of Restricted
Stock hereunder shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or any Related
Entity and the Recipient or any other person. To the extent that the Recipient
or any other person acquires a right to receive payments from the Company or
any Related Entity pursuant to this Agreement, such right shall be no greater
than the right of any unsecured general creditor of the Company.




 




(e)                                                     Law Governing. This
Agreement shall be governed by and construed and enforced in accordance with
the internal laws of the State of Delaware (without reference to the conflict
of laws rules or principles thereof).




 




(f)                                                       Interpretation. The Recipient
accepts the Restricted Stock subject to all of the terms, provisions and
restrictions of this Agreement and the Plan. The undersigned Recipient hereby
accepts as binding, conclusive and final all decisions or interpretations of
the Board or the Committee upon any questions arising under this Agreement or
the Plan.




 




(g)                                                    Headings. Section,
paragraph and other headings and captions are provided solely as a convenience
to facilitate reference. Such headings and captions shall not be deemed in any
way material or relevant to the construction, meaning or interpretation of this
Agreement or any term or provision hereof.




 




(h)                                                    Notices. Any notice
under this Agreement shall be in writing and shall be deemed to have been duly
given when delivered personally or when deposited in the United States mail,
registered, postage prepaid, and addressed, in the case of the Company, to the
Company’s President at 301 Gregson Drive, Cary, North Carolina 27511, or if the
Company should move its principal office, to such principal office, and, in the
case of the Recipient, to the




 


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Recipient’s last permanent address as shown on the Company’s records, subject
to the right of either party to designate some other address at any time
hereafter in a notice satisfying the requirements of this Section.




 




(i)                                                        Non-Waiver of
Breach. The waiver by any party hereto of the other party’s prompt and
complete performance, or breach or violation, of any term or provision of this
Agreement shall be effected solely in a writing signed by such party, and shall
not operate nor be construed as a waiver of any subsequent breach or violation,
and the waiver by any party hereto to exercise any right or remedy which he or
it may possess shall not operate nor be construed as the waiver of such right
or remedy by such party, or as a bar to the exercise of such right or remedy by
such party, upon the occurrence of any subsequent breach or violation.




 




(j)                                                        Counterparts. This Agreement
may be executed in two or more separate counterparts, each of which shall be an
original, and all of which together shall constitute one and the same
agreement.




 




[Signatures on following
page]




 


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IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Restricted Stock Agreement as of the date first written above.




 


 




	
   

  	
  CONSONUS TECHNOLOGIES, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael G. Shook

  
	
   

  	
  Name:

  	
  MICHAEL
  G. SHOOK

  
	
   

  	
  Title:

  	
  CEO/PRESIDENT
  

  
					





 


 




Agreed
and Accepted:




 


 




	
  RECIPIENT:

  
	
   

  





 




	
  By:

  	
  /s/
  Michael Bucheit

  	
   

  
	
   

  	
  Michael Bucheit 

  





 


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EXHIBIT A




 




INVESTMENT
REPRESENTATION STATEMENT




 




RECIPIENT:




 




COMPANY:




 




SECURITY:




 




AMOUNT:




 




DATE:




 




In connection with the grant of the
above-listed Securities, I, the Recipient, represent to the Company the
following:




 




1.                                       I am aware of the Company’s business affairs and financial condition, and
have acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. I am receiving these
Securities for my own account for investment purposes only and not with a view
to, or for the resale in connection with, any “distribution” thereof for
purposes of the Securities Act of 1933, as amended (the “Securities Act”).




 




2.                                       I understand that the Company’s issuance of the Securities has not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of my investment intent as expressed herein. In this connection, I
understand that, in the view of the Securities and Exchange Commission (the
“SEC”), the statutory basis for such exemption may be unavailable if my
representation was predicated solely upon a present intention to hold these
Securities for the minimum capital gains period specified under tax statutes,
for a deferred sale, for or until an increase or decrease in the market price
of the Securities, or for a period of one  year or any other fixed period in the future.




 




3.                                       I further understand that the Securities must be held indefinitely unless
the transfer is subsequently registered under the Securities Act or unless an
exemption from registration is otherwise available. Moreover, I understand that
the Company is under no obligation to register any transfer of the Securities.
In addition, I understand that the certificate evidencing the Securities will
be imprinted with a legend which prohibits the transfer of the Securities
unless registered or such registration is not required in the option of counsel
for the Company.




 


 




	
   

  	
  /s/ Michael Bucheit 

  





 




	
  Dated:

  	
   
  03/07/08