**Exhibit 10.10**

 

**RESTRICTED STOCK AWARD AGREEMENT**

** **

**PURSUANT TO THE**

**CLST HOLDINGS, INC.**

**2008 LONG TERM INCENTIVE PLAN**

** **

ThisRESTRICTED STOCK AWARD AGREEMENT (the “Award”) is made as of this day of                    (the “Date of Grant”), between CLST Holdings, Inc., a Delawarecorporation (the “Company”), and                          (“Participant”).  Capitalizedterms used but not defined in this Award shall have the meanings set forth inthe CLST Holdings, Inc. 2008 Long Term Incentive Plan (the “Plan”).

 

**W I T N E S S E T H :**

 

**WHEREAS**, the Companydesires to carry out the purposes of the Plan by awarding to Participant sharesof the common stock, $0.01 par value per share (“Common Stock”), of theCompany; and

 

**NOW THEREFORE**, inconsideration of the mutual covenants hereinafter set forth and for other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

 

# 1.                                       ***Grant of Award*.**Pursuant to the Plan, the Company hereby grants                    shares of Common Stock (the “Restricted Stock”) to Participant to beissued as hereinafter provided in Participant’s name subject to certainrestrictions thereon as set forth in this Award and the Plan.

#  

# 2.                                       ***Issuance and Delivery ofRestricted Stock.**** *TheRestricted Stock shall be issued upon acceptance and execution hereof byParticipant and upon satisfaction of the terms of this Award.

#  

# 3.                                       ***Vesting of Restricted Stock. ***Subjectto this Section 3, Section 4 below and the other termsand conditions of this Award and the Plan, on the date hereof,                    shares of the Restricted Stock shall vest and no longer be subject toforfeiture and on each anniversary thereafter (each, a “Vesting Date”),an additional                    shares of the Restricted Stock shall vest and no longer be subject toforfeiture if the Participant remains in continuous employment, or in acontinuous consulting or director relationship, with the Company from the Dateof Grant through the Vesting Date.

#  

# 4.                                       ***Forfeiture of Award. ***ThisAward shall be subject to the forfeiture provisions of the Plan; provided,however, notwithstanding anything to the contrary in this Award or the Plan,100% of the Restricted Stock shall become fully vested and shall no longer besubject to forfeiture upon the death or Disability of Participant whileemployed or engaged as a director or consultant by the Company.

 

1

----

#  

# 5.                                       ***Restrictions on Transfer.***

#  

## (a)                                  Exceptas provided in the Plan, the Restricted Stock may not be resold, pledged assecurity or otherwise transferred, assigned or encumbered by Participant priorto the date such Restricted Stock is no longer subject to forfeiture orbuyback, unless specifically agreed in writing by the Company.

##  

## (b)                                 Participanthereby agrees that Participant shall make no disposition of the RestrictedStock unless and until:

##  

### (1)                                  Theforfeiture restrictions in Section 3 and Section 4 havelapsed;

###  

### (2)                                  Participantshall have notified the Company of the proposed disposition and provided awritten summary of the terms and conditions of the proposed disposition, and anopinion (acceptable to the Company) of counsel (acceptable to the Company) thatregistration under the Securities Act of 1933, as amended (the “SecuritiesAct”), covering such proposed disposition is not required; provided,however, if the Restricted Stock to be disposed of is covered by a registrationstatement under the Securities Act and such disposition is made in accordancewith such registration statement, or in the event that such disposition may bemade pursuant to Rule 144(b)(i) as promulgated under the SecuritiesAct, no notice shall be necessary; and

###  

### (3)                                  Participantshall have complied with all requirements of this Award, the Plan and law applicableto the disposition of the Restricted Stock.

###  

## (c)                                  TheCompany shall not be required (i) to transfer on its books any RestrictedStock that has been sold or transferred in violation of the provisions of this Section 5,or (ii) to treat as the owner of the Restricted Stock, or otherwise toaccord voting or dividend rights to, any transferee to whom the RestrictedStock has been transferred in contravention of this Award. References herein toParticipant shall include, where applicable, a permitted transferee.

##  

# 6.                                       ***Restrictive Legend*.**Inorder to reflect the restrictions on transfer of the Restricted Stock, thestock certificates for the Restricted Stock will be endorsed with the legendset forth in the Plan.

#  

# 7.                                       ***Investment Representations*.**Inconnection with the grant of the Restricted Stock, Participant represents tothe Company that:

#  

## (a)                                  Participantis accepting the Restricted Stock for Participant’s own account, not as anominee or agent, and not with a view to the resale or distribution of any partthereof, and that Participant has no present intention of selling, granting anyparticipation in, or otherwise distributing the Restricted Stock;

##  

## (b)                                 Participantdoes not have any contract, undertaking, agreement or arrangement with anyperson to sell, transfer or grant participations to such person or to any thirdperson with respect to any of the Restricted Stock, except as permitted by thePlan;

 

2

----

 

## (c)                                  Participantacknowledges that the Restricted Stock has not been registered under theSecurities Act or under any state securities act.  Participant understands further that inabsence of an effective registration statement, the Restricted Stock can onlybe sold pursuant to some exemption from registration; and

##  

## (d)                                 Participanthas had a reasonable opportunity to ask questions of and receive answers and torequest additional relevant information from the Company concerning aninvestment in the Restricted Stock and all such questions have been answered tothe full satisfaction of Participant and such information requested has beenprovided by the Company.

##  

# 8.                                       ***Tax Matters.***

#  

## (a)                                  *Tax Representations*.  Participant acknowledges that the taxconsequences associated with the Award are complex and that the Company has urgedParticipant to review with Participant’s own tax advisors the federal, stateand local tax consequences of the Restricted Stock granted under thisAward.  Participant is relying solely onhis own advisors and not on any statements or representations of the Company orany of its agents with respect to the tax consequences.  Participant understands that Participant (andnot the Company) shall be responsible for Participant’s own tax liability thatmay arise with respect to the Restricted Stock.

##  

## (b)                                 *Section 83(b) Election***.** Participant understands that under Section 83of the Internal Revenue Code of 1986, as amended (the “Code”), thedifference between the purchase price, if any, paid for the Restricted Stockand its fair market value on the****dateany forfeiture restrictions applicable to such Restricted Stock lapse will bereportable as ordinary income at that time. Participant understands thatParticipant may elect to be taxed at the time the Restricted Stock is acquiredhereunder to the extent the fair market value of the Restricted Stock differsfrom the purchase price, if any, rather than when and as such Restricted Stockceases to be subject to such forfeiture restrictions, by filing an electionunder Section 83(b) of the Code with the I.R.S. within thirty (30)days after the Date of Grant. Participant must provide a copy of any electionmade under Section 83(b) to the Company promptly after filing suchelection with the I.R.S. If the fair market value of the Restricted Stock atthe Date of Grant equals the purchase price paid (and thus no tax is payable),the election must be made to avoid adverse tax consequences in the future. Theform for making this election is attached as Exhibit A hereto.Participant understands that failure to make this filing within the 30-dayperiod will result in the recognition of ordinary income by Participant (in theevent the fair market value of the Restricted Stock increases after the Date ofGrant) as the forfeiture restrictions lapse. PARTICIPANT ACKNOWLEDGES THAT IT ISPARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELYELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY ORITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF. PARTICIPANT ISRELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TOWHETHER OR NOT TO FILE AN 83(b) ELECTION.

##  

# 9.                                       ***Miscellaneous Provisions.***

#  

## (a)                                  *Participant Undertaking*. Participanthereby agrees to take whatever additional action and execute whateveradditional documents the Company may in its judgment 

 

3

----

 

## deem necessary or advisable inorder to carry out or effect one or more of the obligations or restrictions,including, without limitation, those set forth in Section 4, imposedon either Participant or the Restricted Stock pursuant to the expressprovisions of the Plan and this Award.

##  

## (b)                                 *Assignment.*The rights and benefits ofthe Company under this Award shall be transferable to any one or more personsor entities. The rights and obligations of Participant hereunder may only beassigned with the prior written consent of the Company. This Award shall bebinding upon and inure to the benefit of the permitted transferees, heirs,executors, administrators, and successors of the parties hereto.

##  

## (c)                                  *No Waiver*. No waiver of any breach orcondition of this Award shall be deemed to be a waiver of any other orsubsequent breach or condition, whether of like or different nature.

##  

## (d)                                 *Entire Award*. The Plan and this Awardconstitute the entire contract between the parties hereto with regard to thesubject matter hereof.

##  

## (e)                                  *Counterparts*. This Award may beexecuted in counterparts, each of which shall be deemed to be an original, butall of which together shall constitute one and the same instrument.

##  

## (f)                                    *Lapse of this Award*. This Award shallbe null and void in the event Participant shall fail to sign and return acounterpart hereof to the Company within thirty (30) days of its delivery toParticipant.

##  

## (g)                                 *No Contract for Service*. This Awarddoes not constitute a contract for employment or an engagement as a director orconsultant with the Company and shall not affect the right of the Company toterminate Participant for any reason whatsoever.

##  

## (h)                                 *Construction.*The Company shall have authorityto make reasonable constructions of this Award and to correct any defect orsupply any omission or reconcile any inconsistency in this Award, and toprescribe reasonable rules and regulations relating to the administrationof this Award.

##  

## (i)                                     *Severability*. In the event that anyprovision of this Award becomes or is declared by a court of competentjurisdiction to be illegal, unenforceable or void, this Award shall continue infull force and effect without said provision, provided that no such severabilityshall be effective if it materially changes the economic benefit of this Awardto any party.

##  

## (j)                                     *Notice*. Any notice relating to thisAward shall be given in writing and shall be deemed effective upon personaldelivery or upon deposit in the United States mail, registered or certified,postage prepaid and addressed to the Company at its main office at 17304Preston Road, Dominion Plaza, Suite 420, Dallas, TX 75252, or to suchother address as may be hereafter specified by the Company, to the attention ofthe Company’s Chief Executive Officer. All notices to Participant shall bedelivered to Participant at Participant’s address specified below or to suchother address as may be hereafter specified by Participant.

 

4

----

 

## (k)                                  *Governing Instrument and Law*. ThisAward and any Restricted Stock issued hereunder shall in all respects begoverned by the terms and provisions of the Plan, which terms and provisionsare hereby incorporated herein by reference, and by the INTERNAL laws of theState of Delaware, WITHOUT GIVING EFFECT TO PROVISIONS THEREOF RELATED TO THERESOLUTION OF CONFLICTS OF LAWS, and in the event of a conflict between theterms of this Award and the terms of the Plan, the terms of the Plan shall control.

##  

**[SIGNATURE PAGE FOLLOWS]**

 

5

----

 

IN WITNESSWHEREOF, the undersigned have executed this Award as of the day and year firstset forth above.

 
|   | CLST HOLDINGS, INC. |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 |   |

 

 
| Agreed and Accepted: |   |
|----------------------|--------|
|                 |   |
| PARTICIPANT          |   |
|                 |   |
|                 |   |
|                 |   |
|                 |   |
|                 |   |
| Address:             |   |   |
|                 |        |   |
|                 |        |   |

 

6

----

** **

**EXHIBIT A**

** **

**FORM OF 83(b) ELECTION**

** **

Theundersigned taxpayer hereby elects, pursuant to Section 83(b) of theInternal Revenue Code of 1986, as amended, to include in his or her grossincome for the current taxable year, the amount of any compensation taxable tohim or her in connection with his or her receipt of the property describedbelow:

 

The name,address, taxpayer identification number and taxable year of the undersigned areas follows:

 
| Name of Taxpayer:     |          |
|-----------------------|---------------|
|                  |          |
| Spouse:               |          |
|                  |          |
| Address of Taxpayer:  |          |
|                  |          |
|                  |          |
| Taxpayer ID No.:      |          |
|                  |          |
| Spouse’s ID No.: |          |
|                  |          |
| Taxable Year:         | Calendar Year |   |

 

(1)                                  Theproperty with respect to which the election is being made is                    shares of the common stock of CLST Holdings, Inc., a Delaware corporation(the “Company”).

 

(2)                                  Theproperty was issued on                                    .

 

(3)                                  Ifthe undersigned taxpayer’s provision of services to the Company is terminated,any portion of the property that has not vested as of such termination date issubject to forfeiture.

 

(4)                                  Thefair market value at the time of transfer (determined without regard to anyrestriction other than a restriction which by its terms will never lapse) is $          per share.

 

(5)                                  Theamount paid for such property is zero dollars ($0.00) per share.

 

(6)                                  Acopy of this statement was furnished to the Company for whom the undersignedtaxpayer rendered the service underlying the transfer of property.

 

----

 

(7)                                  Thisstatement is executed as of:                                ,2008.

 
|          |   |                         |
|---------------|--------|------------------------------|
| Taxpayer      |   | Spouse  of Taxpayer (if any) |
|          |   |                         |
|          |   |                         |
|          |   |                         |
| (Signature)   |   | (Signature)                  |
|          |   |                         |
|          |   |                         |
|          |   |                         |
| (Print  Name) |   | (Print  Name)                |

 

**CONSENT OF SPOUSE**

 

I,                                                ,spouse of Participant, have read and approve the foregoing Award. Inconsideration of granting to Participant shares of the Common Stock of CLSTHoldings, Inc. as set forth in the Award, I hereby appoint Participant asmy attorney-in-fact in respect to the exercise of any rights under the Awardand agree to be bound by the provisions of the Award insofar as I may have anyrights in said Award or any shares issued pursuant thereto under the communityproperty laws of the State of Delaware or similar laws relating to maritalproperty in effect in the state of our residence as of the date of the signingof the foregoing Award.

 

Dated:                                      ,2008.

 
|   |                   |
|--------|------------------------|
|   | Spouse  of Participant |
|   |                   |
|   |                   |
|   | (Signature)            |
|   |                   |
|   |                   |
|   | (Print  Name)          |

 

----