Form of Restricted Stock Grant Notice and Restricted Stock Agreement



 EXHIBIT 10.4 
 ALLOY, INC. 
 Restricted Stock Grant Notice 
 Grant of Restricted Stock under the Company’s 
 2007 Employee, Director and Consultant Stock Incentive Plan 
  

	1.	Name and Address of Participant: 

  

	2.	Date of Grant: 

  

	3.	Type of Grant: Restricted Common Stock 

  

	4.	Number of Shares Granted 

  

	5.	Lapsing Schedule: The shares of Restricted Stock granted shall lapse and become fully transferable by Participant as follows: 

  

	 	•	 	      


  

	 	•	 	      


  

	 	•	 	      


  

	6.	Effect of Termination Without “Cause”; Effect of “Change of Control”: 

  

	 	•	 	 In the event the Company terminates Participant’s employment or service without “Cause” the Company’s Lapsing Forfeiture Right with regard to
the shares of Restricted Stock granted shall terminate and Participant’s ownership of all such shares shall become immediately and fully vested. 


  

	 	•	 	 In the event the Company undergoes a “Change of Control” and a premium equal to or greater than
             is paid, the Company’s Lapsing Forfeiture Right with regard to the shares of Restricted Stock granted shall terminate and Participant’s ownership of all such
shares shall become immediately and fully vested. 


 Each of “Cause” and “Change of Control” are defined in the
                                        ,
dated as of                     , by and between Participant and the Company. 
 The Company and the Participant acknowledge receipt of this Restricted Stock Grant Notice and agree to the terms of the Restricted Stock Agreement attached hereto and incorporated by reference herein, the
Company’s 2007 Employee, Director and Consultant Stock Incentive Plan and the terms of this Restricted Stock Grant as set forth above. 
 UNLESS YOU
RETURN A SIGNED ORIGINAL COPY OF THE ATTACHED RESTRICTED STOCK AGREEMENT (INCLUDING APPLICABLE EXHIBITS ATTACHED THERETO) TO THE COMPANY WITHIN TEN (10) DAYS OF RECEIPT OF THIS NOTICE, YOU MAY BE DEEMED TO HAVE REJECTED THE RESTRICTED STOCK
GRANT SET FORTH ABOVE. 
 You may obtain a copy of the Company’s 2007 Employee, Director and Consultant Stock Incentive Plan and Plan Description
by logging in to your Merrill Lynch personal account and visiting https://www9.benefits.ml.com/menu/BOLMenu.asp?MenuListId=10001&&. Also, you may obtain a copy of the Company’s most recent Annual Report and other information
delivered to Company shareholders by visiting the investor relations pages of www.alloymarketing.com. 
  

			
	ALLOY, INC.
		
	By:	 	  

	Name:	 	  










 RESTRICTED STOCK AGREEMENT 
 ALLOY, INC. 
 This AGREEMENT is made effective as of the
     day of         , 200     (the “Grant Date”), by and between Alloy, Inc. (the “Company”), a Delaware corporation, and
                                       
  (the “Participant”). 
 WHEREAS, the Company has adopted the Alloy, Inc. 2007 Employee, Director and Consultant Stock
Incentive Plan (the “Plan”) to promote the interests of the Company by providing an incentive for employees, directors and consultants of the Company or its Affiliates; 
 WHEREAS, pursuant to the provisions of the Plan, the Company desires to offer to the Participant shares of the Company’s common stock, $0.01 par
value per share (“Common Stock”), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth; 
 WHEREAS, Participant wishes to accept said offer; and 
 WHEREAS, the parties hereto understand and agree that any terms used and
not defined herein have the meanings ascribed to such terms in the Plan. 
 NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Terms of Grant. The Participant hereby accepts the offer of the Company to issue to the Participant, in accordance with the terms of the Plan
and this Agreement,              Shares of the Company’s Common Stock (such shares, subject to adjustment pursuant to Section 22 of the Plan and Subsection 2.1(f)
hereof, the “Granted Shares”) at a purchase price of $0.01 per share (the “Purchase Price”), receipt of which is hereby acknowledged by the Participant’s prior service to the Company and which amount will be reported as
income on the Participant’s W-2 for this calendar year. 
 2.1. Forfeiture Provisions. 
 (a) Lapsing Forfeiture Right. In the event that for any reason the Participant is no longer an employee, director or consultant of the Company or
an Affiliate prior to                      (the “Termination”), the Participant (or the Participant’s Survivor) shall, on the
date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Forfeiture Right”). The Company’s Lapsing
Forfeiture Right shall lapse as to one hundred percent (100%) of the Granted Shares when the average closing price of a share of the Company’s Common Stock, as quoted on NASDAQ for ten (10) consecutive trading days, exceeds
                    ; provided, however, notwithstanding the foregoing, one-third of the Granted Shares shall vest no earlier than
                    ; the second one-third of the Granted Shares shall vest no earlier than
                    ; and the remaining one-third of the Granted Shares shall vest no earlier than
                    . Notwithstanding the foregoing, in the event: 
  

	 	(i)	that the Participant is terminated by the Company without “Cause”, the Company’s Lapsing Forfeiture Right with regard to the Granted Shares shall terminate and
Participant’s ownership of all such shares shall become immediately and fully vested. 

  

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	 	(ii)	the Company undergoes a “Change of Control” and a premium equal to or greater than              is paid,
the Company’s Lapsing Forfeiture Right with regard to the Granted Shares shall terminate and Participant’s ownership of all such shares shall become immediately and fully vested. 

 Each of “Cause” and “Change of Control” are defined in the
                                        ,
dated as of                     , by and between Participant and the Company. 
 (b) Effect of Termination for Disability or upon Death. To the extent the Company’s Lapsing Forfeiture Right has not lapsed as of the date of
Disability or death, as case may be, the Company’s Lapsing Forfeiture Right shall terminate, and the Participant’s ownership of all Granted Shares then owned by the Participant shall become fully vested. “Disability” is defined
in the
                                        ,
dated as of                     , by and between Participant and the Company. 
 (c) Escrow. The certificates representing all Granted Shares acquired by the Participant hereunder which from time to time are subject to the
Lapsing Forfeiture Right shall be delivered to the Company and the Company shall hold such Granted Shares in escrow as provided in this Subsection 2.1(c). The Company shall promptly release from escrow and deliver to the Participant a
certificate for the whole number of Granted Shares, if any, as to which the Company’s Lapsing Forfeiture Right has lapsed. In the event of forfeiture to the Company of Granted Shares subject to the Lapsing Forfeiture Right, the Company shall
release from escrow and cancel a certificate for the number of Granted Shares so forfeited. Any securities distributed in respect of the Granted Shares held in escrow, including, without limitation, shares issued as a result of stock splits, stock
dividends or other recapitalizations, shall also be held in escrow in the same manner as the Granted Shares. 
 (d) Prohibition on
Transfer. The Participant recognizes and agrees that all Granted Shares which are subject to the Lapsing Forfeiture Right may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or
by operation of law, other than to the Company (or its designee). However, the Participant, with the approval of the Administrator, may transfer the Granted Shares for no consideration to or for the benefit of the Participant’s Immediate Family
(including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the
Administrator may establish, and the transferee shall remain subject to all the terms and conditions applicable to this Agreement prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the
effectiveness of such transfer. The term “Immediate Family” shall mean the Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces and nephews and grandchildren (and, for
this purpose, shall also include the Participant. The Company shall not be required to transfer any Granted Shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Subsection 2.1(d), or to treat
as the owner of such Granted Shares, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Granted Shares shall have been so sold, assigned or otherwise transferred, in violation of this
Subsection 2.1(d). 
 (e) Failure to Deliver Granted Shares to be Forfeited. In the event that the Granted Shares to be forfeited to
the Company under this Agreement are not in the Company’s possession pursuant to Subsection 2.1(d) above or otherwise and the Participant or the Participant’s Survivor fails to deliver such Granted Shares to the Company (or its designee),
the Company may immediately take such action as is appropriate to transfer record title of such Granted Shares from the Participant to the Company (or its designee) and treat the Participant and such Granted Shares in all respects as if delivery of
such Granted Shares had been made as required by this Agreement. The Participant hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of effectuating the preceding sentence. 
  

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 (f) Adjustments. The Plan contains provisions covering the treatment of Shares in a number of
contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to the Granted Shares and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and
are incorporated herein by reference. 
 2.2 General Restrictions on Transfer of Granted Shares. 
 (a) The Participant acknowledges and agrees that neither the Company nor, its shareholders nor its directors and officers, has any duty or obligation to
disclose to the Participant any material information regarding the business of the Company or affecting the value of the Shares before, at the time of, or following a Termination, including, without limitation, any information concerning plans for
the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or entity. 
 3.
Securities Law Compliance. The Participant specifically acknowledges and agrees that any sales of Granted Shares shall be made in accordance with the requirements of the Securities Act of 1933, as amended. 
 4. Rights as a Stockholder. The Participant shall have all the rights of a stockholder with respect to the Granted Shares, including voting and
dividend rights, subject to the transfer and other restrictions set forth herein and in the Plan. 
 5. Legend. In addition to any
legend required pursuant to the Plan, if certificates representing the Granted Shares are issued to the Participant pursuant to this Agreement, such certificates shall have endorsed thereon a legend substantially as follows: 
 “The shares represented by this certificate are subject to restrictions set forth in a Restricted Stock Agreement dated as of
                     with this Company, a copy of which Agreement is available for inspection at the offices of the Company or will be made
available upon request.” 
 6. Incorporation of the Plan. The Participant specifically understands and agrees that the Granted
Shares issued under the Plan are being sold to the Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges he or she has read and understands and by which Plan he or she agrees to be bound. The provisions of the Plan are
incorporated herein by reference. 
 7. Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees
that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant’s responsibility. Without
limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such restrictions on disposition
results in the Participant’s being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the
Company. The Company may withhold such amount from the Granted Shares to be delivered to the Participant as set forth in Section 26 of the Plan. 
 Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code in substantially the form attached as Exhibit B. The Participant acknowledges that if he does 

  

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not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will
have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain the advice of his or her tax
advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. 
 8. Equitable
Relief. The Participant specifically acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Agreement or the Plan, including the attempted transfer of the Granted Shares by the Participant in
violation of this Agreement, monetary damages may not be adequate to compensate the Company, and, therefore, in the event of such a breach or threatened breach, in addition to any right to damages, the Company shall be entitled to equitable relief
in any court having competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach. 
 9. No Obligation to Maintain Relationship. The Company is not by the Plan or this Agreement obligated to continue the Participant as an employee,
director or consultant of the Company or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Shares is a
one-time benefit which does not create any contractual or other right to receive future grants of shares, or benefits in lieu of shares; (iii) that all determinations with respect to any such future grants, including, but not limited to, the
times when shares shall be granted, the number of shares to be granted, the purchase price, and the time or times when each share shall be free from a lapsing repurchase or forfeiture right, will be at the sole discretion of the Company;
(iv) that the Participant’s participation in the Plan is voluntary; (v) that the value of the Shares is an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any; and
(vi) that the Shares are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

 10. Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier
service, facsimile, registered or certified mail, return receipt requested, addressed as follows: 
 If to the Company: 
 Alloy, Inc. 
 151 W. 26th Street 
 11th Floor 
 New York, NY 10001 
 Attention: Chief Executive Officer 
 If to the Participant at the address set forth on the Company’s records 
 or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given on the earliest of receipt, one business day following delivery by
the sender to a recognized courier service, or three business days following mailing by registered or certified mail. 
 11. Benefit of
Agreement. Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

  

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 12. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of
the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether at law or in equity, the parties hereby consent to exclusive jurisdiction in
New York and agree that such litigation shall be conducted in the state courts of New York, New York or the federal courts of the United States for the Southern District of New York. 
 13. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such
provision or provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent that this is impossible, then such provision shall be deemed to be excised from this Agreement, and the validity,
legality and enforceability of the rest of this Agreement shall not be affected thereby. 
 14. Entire Agreement. This Agreement,
together with the Plan, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter
hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement provided, however, in any
event, this Agreement shall be subject to and governed by the Plan. 
 15. Modifications and Amendments; Waivers and Consents. The
terms and provisions of this Agreement may be modified or amended as provided in the Plan. Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or
not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 
 16. Consent of Spouse/Domestic Partner. If the Participant has a spouse or domestic partner as of the date of this Agreement, the
Participant’s spouse or domestic partner shall execute a Consent of Spouse/Domestic Partner in the form of Exhibit A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse or domestic
partner any rights in the Granted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Participant subsequent to the date hereof, marries, remarries or applies to the Company for domestic partner benefits,
the Participant shall, not later than 60 days thereafter, obtain his or her new spouse/domestic partner’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by having such
spouse/domestic partner execute and deliver a Consent of Spouse/Domestic Partner in the form of Exhibit A. 
 17. Counterparts. This
Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 18. Data Privacy. By entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the
Company or any Affiliate administering the Plan or providing Plan record keeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the
grant of Shares and the administration of the Plan; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company and each Affiliate to store and transmit such information in
electronic form. 
  

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 [THE NEXT PAGE IS THE SIGNATURE PAGE] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written. 
  

			
	ALLOY, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Participant:
	
	  



  

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 EXHIBIT A 
 CONSENT OF SPOUSE/DOMESTIC PARTNER 
 I,
                                        ,
spouse or domestic partner of
                                        ,
acknowledge that I have read the RESTRICTED STOCK AGREEMENT dated as of                      (the “Agreement”) to which this Consent
is attached as Exhibit A and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement. I am aware that by its provisions the Granted Shares granted to my spouse/domestic
partner pursuant to the Agreement are subject to a Lapsing Forfeiture Right in favor of Alloy, Inc. (the “Company”) and that, accordingly, I may be required to forfeit to the Company any or all of the Granted Shares of which I may become
possessed as a result of a gift from my spouse/domestic partner or a court decree and/or any property settlement in any domestic litigation. 
 I hereby agree that my interest, if any, in the Granted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Granted Shares shall
be similarly bound by the Agreement. 
 I agree to the Lapsing Forfeiture Right described in the Agreement and I hereby consent to the
forfeiture of the Granted Shares to the Company by my spouse/domestic partner or my spouse/domestic partner’s legal representative in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I
agree that at my death, if I have not disposed of any interest of mine in the Granted Shares by an outright bequest of the Granted Shares to my spouse or domestic partner, then the Company shall have the same rights against my legal representative
to exercise its rights to the Granted Shares with respect to any interest of mine in the Granted Shares as it would have had pursuant to the Agreement if I had acquired the Granted Shares pursuant to a court decree in domestic litigation.

 I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT
PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. 
 Dated as of the      day of         , 200    .

  

	
	  

	Print name:


  

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 EXHIBIT B 
 Election to Include Gross Income in Year 
 of Transfer Pursuant to Section 83(b)

 of the Internal Revenue Code of 1986, as amended 
 In accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the undersigned hereby elects to include in his gross income as compensation for services the excess, if
any, of the fair market value of the property (described below) at the time of transfer over the amount paid for such property. 
 The following sets for the
information required in accordance with the Code and the regulations promulgated hereunder: 
  

	1.	The name, address and social security number of the undersigned are: 

 Name: 
 Address: 
 Social Security No.: 
  

	2.	The description of the property with respect to which the election is being made is as follows: 

                     
(            ) shares (the “Shares”) of Common Stock, $0.01 par value per share, of Alloy, Inc., a Delaware corporation (the “Company”). 
  

	3.	This election is made for the calendar year         , with respect to the transfer of the property to the Taxpayer on
                    . 

  

	4.	Description of restrictions: The property is subject to the following restrictions: 

 In the event taxpayer’s employment with the Company or an Affiliate is terminated, the taxpayer shall forfeit the Shares as set forth below: 
  

	 	A.	If the termination takes place on or prior to                      all of
the Shares will be forfeited. 

  

	 	B.	If the termination takes place after             , 200    , the number of Shares
forfeited shall be                      (            ) Shares less
                     (            ) Shares for each full twelve
(12) month period elapsed after             , 200     if the taxpayer is employed by the Company or an Affiliate. 

  

	5.	The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect
to which this election is being made was not more than $             per Share. 

  

	6.	The amount paid by taxpayer for said property was $             per Share. 

  

	7.	A copy of this statement has been furnished to the Company. 

  

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 Signed this      day of         ,
200    . 
  

	
	  

	Print Name:
	
	Print Name:


  

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