Filed by sedaredgar.com - General Metals Corporation - Exhibit 4.3






GENERAL METALS CORPORATION 

2008 STOCK PLAN 

NOTICE OF GRANT 

Capitalized but otherwise undefined terms in this Notice of
Grant and the attached Restricted Share Grant Agreement shall have the same
defined meanings as in the 2008 Stock Plan.

Name:
__________________________        Address:
_________________________________________________________________

You have been granted Restricted Shares subject to the terms
and conditions of the Plan and the attached Restricted Share Grant Agreement, as
follows: 


	Date of Grant: 	 
    
	 	 
	Vesting Commencement Date: 	 
    
	 	 
	Purchase Price per 	  
	Restricted Share: 	$
  
	 	 
	Total Number of Restricted 	  
	Shares Granted: 	 
    
	 	 
	Total Purchase Price: 	$
  



Vesting Schedule: 

The Restricted Shares shall vest and no longer be subject to
forfeiture in accordance with the following schedule: 

N/A 




2

GENERAL METALS CORPORATION 

2008 STOCK PLAN 

RESTRICTED SHARE GRANT AGREEMENT 

            
  This RESTRICTED SHARE GRANT AGREEMENT (“Agreement”), dated
  as of the _______ day of __________________, 2008, is made by and between GENERAL
  METALS CORPORATION, a Delaware corporation (the “Corporation”),
  and _____________________ (the “Grantee,” which term as used
  herein shall be deemed to include any successor to the Grantee by will or by
  the laws of descent and distribution, unless the context shall otherwise require).


BACKGROUND 

     
       Pursuant to the Corporation’s 2008 Stock
Plan (the “Plan”), the Corporation, acting through the Committee of the Board of
Directors (if a committee has been formed to administer the Plan) or its entire
Board of Directors (if no such committee has been formed) responsible for
administering the Plan (in either case, referred to herein as the “Committee”),
approved the issuance to the Grantee, effective as of the date set forth above,
of an award of the number of Restricted Shares as is set forth in the attached
Notice of Grant (which is expressly incorporated herein and made a part hereof,
the “Notice of Grant”) at the purchase price per Restricted Share (the “Purchase
Price”) set forth in the attached Notice of Grant, upon the terms and conditions
hereinafter set forth. 

         
   NOW, THEREFORE, in consideration of the mutual
premises and undertakings hereinafter set forth, the parties hereto agree as
follows: 

1.         Grant
of Restricted Shares. The Corporation hereby grants to Grantee, and
Grantee hereby accepts the number of Restricted Shares set forth in the Notice
of Grant, subject to the payment by the Grantee of the total purchase price set
forth in the Notice of Grant. The certificates representing the Restricted
Shares hereunder shall be held in escrow by the Secretary of the Corporation as
provided in Section 6 hereof. 

2.        
Stockholder Rights. Until such time as all or any part of the
Restricted Shares are forfeited to the Corporation under this Agreement, if
ever, Grantee (or any successor in interest) shall have the rights of a
stockholder (including voting rights) with respect to the Restricted Shares,
including the Restricted Shares held in escrow under Section 6, subject,
however, to the transfer restrictions of Section 3. 

3.        
Vesting of Restricted Shares.

             (a)        
The Restricted Shares shall be restricted and subject to forfeiture pursuant to
Section 4 until vested pursuant to this Section 3 or Section 6(b). The
Restricted Shares shall vest, and no longer be subject to forfeiture, (such
Restricted Shares becoming "Vested Shares") in accordance with the vesting
schedule set forth in the Notice of Grant. All Restricted Shares which have not
become Vested Shares are hereinafter sometimes referred to as "Nonvested
Shares." 




3

             (b)        
The Grantee acknowledges that the vesting of the foregoing Restricted Shares may
create significant income tax liability to the Grantee. 

             (c)        
Nonvested Shares may not be sold, transferred, assigned, pledged, or otherwise
disposed of, directly or indirectly. 

4.        
Forfeiture of Nonvested Shares. At such time as Grantee's Business
Relationship with the Corporation ceases for any reason, including death, then,
in such event, any Nonvested Shares shall be automatically forfeited to the
Corporation unless the Corporation otherwise notifies the Grantee, subject to
the re-payment by the Corporation of the total purchase price specified in the
Notice of Grant. 

5.        
Recapitalizations, Exchanges, Mergers, Etc.

             (a)        
The provisions of this Agreement shall apply to the full extent set forth herein
with respect to any and all shares of capital stock of the Corporation or
successor of the Corporation which may be issued in respect of, in exchange for,
or in substitution for the Restricted Shares by reason of any stock dividend,
split, reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this Agreement. Except as
otherwise provided herein, this Agreement is not intended to confer upon any
other person except the parties hereto any rights or remedies hereunder. 

             (b)        
In the event that the Corporation effects a Corporate Transaction, the Board of
Directors may take any one or more of the actions specified in Section 17 of the
Plan. 

6.         Escrow
for the Restricted Shares.

             (a)        
Upon issuance, the certificates for the Restricted Shares shall be deposited in
escrow with the Corporation to be held in accordance with the provisions of this
Section 6. Each deposited certificate shall be accompanied by a duly executed
stock transfer power executed in blank. The deposited certificates, together
with any other assets or securities from time to time deposited with the
Corporation pursuant to the requirements of this Agreement, shall remain in
escrow until such time or times as the certificates (or other assets and
securities) are to be released or otherwise surrendered for cancellation in
accordance with Section 6(c) below. 

             (b)        
Any cash dividends on the Restricted Shares (or other securities at the time
held in escrow) shall be held in escrow. In the event of any stock dividend,
stock split, recapitalization, or other change affecting the Corporation's
outstanding Common Stock as a class effected without receipt of consideration,
any new, substituted, or additional securities or other property which is by
reason of such event distributed with respect to the Restricted Shares shall be
immediately delivered to the Corporation to be held in escrow under this Section
6, but only to the extent the Restricted Shares are at the time subject to the
escrow requirements of Section 6(a). 

             (c)        
The Restricted Shares, together with any other assets or securities held in
escrow hereunder, shall be subject to the following terms and conditions
relating to their release from escrow or their surrender to the Corporation for
cancellation: 




4

                             (i)        
Should any Restricted Shares be forfeited to the Corporation, then the escrowed
certificates for such Restricted Shares (together with any other assets or
securities issued with respect thereto) shall be delivered to the Corporation
for cancellation, and Grantee shall cease to have any further rights or claims
with respect to such Restricted Shares (or other assets or securities). 

                             (ii)        
Prior to the interest of Grantee in the Restricted Shares (or any other assets
or securities issued with respect thereto) vesting in accordance with the
provisions of Section 3 or 6(b), the certificates for such Nonvested Shares (as
well as all other assets and securities) shall remain in escrow. 

                             (iii)        
Subsequent to such vesting, the certificates for such Vested Shares (as well as
all other vested assets and securities) shall be released from escrow and
delivered to the Grantee upon the request of Grantee. 

7.         No
Employment Contract Created. The issuance of the Restricted Shares shall
not be construed as granting to Grantee any right with respect to continuance of
employment or any other Business Relationship by the Corporation or any of its
subsidiaries. The right of the Corporation or any of its subsidiaries to
terminate at will Grantee's employment or terminate a Business Relationship with
the Grantee at any time (whether by dismissal, discharge or otherwise), with or
without cause, is specifically reserved, subject to any other written employment
or other agreement to which the Corporation and Grantee may be a party. 

8.        
Section 83(b) Election. Grantee understands that under Section 83
of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the
fair market value of the Restricted Shares on the date any forfeiture
restrictions applicable to such Restricted Shares lapse over the purchase price
paid for such Restricted Shares will be reportable as ordinary income at that
time. Grantee understands, however, that Grantee may elect to be taxed at the
time the Restricted Shares are acquired hereunder, rather than when and as such
Restricted Shares cease to be subject to such forfeiture restrictions, by filing
an election under Section 83(b) of the Code with the Internal Revenue Service
within thirty (30) days after the date of this Agreement. GRANTEE ACKNOWLEDGES
THAT IT IS GRANTEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A
TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE CORPORATION OR
ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF. 

9.         Tax
Witholding. The Corporation shall be entitled to withhold from Grantee's
compensation any amounts necessary to satisfy applicable tax withholding with
respect to the grant and vesting of the Restricted Shares. 

10.       
Interpretation. The Restricted Shares are being issued pursuant to
the terms of the Plan, and shall in all respects be interpreted in accordance
therewith. The Board of Directors shall interpret and construe this Agreement
and the Plan, and any action, decision, interpretation or determination made in
good faith by the Board of Directors shall be final and binding on the
Corporation and Grantee. 




5

11.      
Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if (i)
personally delivered or sent by telecopy, (ii) sent by nationally-recognized
overnight courier or (iii) sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows: 

              if
to the Grantee, to the address (or telecopy number) set forth on the Notice of
Grant; and 

              if
to the Corporation, to its principal executive office as specified in any report
filed by the Corporation with the Securities and Exchange Commission or to such
address as the Corporation may have specified to the Grantee in writing,
Attention: Corporate Secretary. 

or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any such communication shall be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied, (ii) on the first
Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the third Business Day
following the date on which the piece of mail containing such communication is
posted, if sent by mail. As used herein, “Business Day” means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open.

12.       Specific
Performance. Grantee expressly agrees that the Corporation will be
irreparably damaged if the provisions of this Agreement and the Plan are not
specifically enforced. Upon a breach or threatened breach of the terms,
covenants and/or conditions of this Agreement or the Plan by the Grantee, the
Corporation shall, in addition to all other remedies, be entitled to a temporary
or permanent injunction, without showing any actual damage, and/or decree for
specific performance, in accordance with the provisions hereof and thereof. The
Board of Directors shall have the power to determine what constitutes a breach
or threatened breach of this Agreement or the Plan. Any such determinations
shall be final and conclusive and binding upon the Grantee. 

13.       No
Waiver. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition,
whether of like or different nature. 

14.       Grantee
Undertaking. The Grantee hereby agrees to take whatever
additional actions and execute whatever additional documents the Corporation may
in its reasonable judgment deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on the Grantee
pursuant to the express provisions of this Agreement. 

15.       Modification of
Rights. The rights of the Grantee are subject to modification and
termination in certain events as provided in this Agreement and the Plan. 

16.       Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware applicable to contracts made
and to be wholly performed therein, without giving effect to its conflicts of
laws principles. 

17.       Counterparts;
Facsimile Execution. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall 




6

constitute one and the same instrument. Facsimile execution and
delivery of this Agreement is legal, valid and binding execution and delivery
for all purposes. 

18.       Entire
Agreement. This Agreement (including the Notice of Grant) and the
Plan, constitute the entire agreement between the parties with respect to the
subject matter hereof, and supersede all previously written or oral
negotiations, commitments, representations and agreements with respect thereto.


19.      
Severability. In the event one or more of the provisions of
this Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

20.       WAIVER OF JURY
TRIAL. THE GRANTEE HEREBY EXPRESSLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 

               
IN WITNESS WHEREOF, the parties hereto have executed this
Restricted Share Grant Agreement as of the date first written above. 

	 	 	GENERAL METALS CORPORATION    
	 	 	  
	 	 	  
	 	By: 	
	 	 	Name: 
	 	 	Title: 
	 	 	  
	 	 	  
	 	 	  
	 	 	  
	 		Grantee: 
	 	 	 
	 	 	 
	 		Name: 







7

SPOUSE'S CONSENT TO AGREEMENT 

I acknowledge that I have read the Restricted Share Grant
Agreement (the "Agreement") by and between General Metals Corporation (the
"Corporation") and my spouse concerning the Common Stock of the Corporation, and
that I know its contents. I am aware that my spouse has agreed therein to the
imposition of certain forfeiture provisions and restrictions on transferability
with respect to the Restricted Shares that are the subject of the Agreement,
including with respect to my community interest therein, if any, on the
occurrence of certain events described in the Agreement. I hereby consent to and
approve of the provisions of the Agreement, and agree that I will abide by the
Agreement and bequeath any interest in the Restricted Shares which represents a
community interest of mine to my spouse or to a trust subject to my spouse's
control or for my spouse's benefit or the benefit of our children if I
predecease him. 

 

 

	Dated:  ____________________	
	 	Sign Above 
	 	  
	 	  
	 	  
	 	Print Name Above