YOU On Demand Holdings, Inc. - Exhibit 4.5 - Filed by newsfilecorp.com





YOU ON DEMAND HOLDINGS, INC.

2010 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED SHARES GRANT 

           
Capitalized but otherwise undefined terms in this Notice of Restricted Shares
Grant and the attached Restricted Shares Grant Agreement shall have the same
defined meanings as in the YOU On Demand Holdings, Inc. 2010 Equity Incentive
Plan (the “Plan”). 

	Grantee Name: _______________________________	Address: _______________________________


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


	Date of Grant: 	 
	 	 
	Vesting Commencement Date: 	 
	 	 
	Exercise Price per Share: 	 
	 	 
	Total Number of Shares Granted: 	 
	 	 
	Total Purchase Price: 	 
	 	 
	Agreement Date 	 
	 	 
	Vesting Schedule: 	 







YOU ON DEMAND HOLDINGS, INC.

2010 EQUITY INCENTIVE PLAN 

RESTRICTED SHARES GRANT AGREEMENT 

           
This RESTRICTED SHARES GRANT AGREEMENT (“Agreement”), dated as of the
Agreement Date specified on the Notice of Restricted Shares Grant is made by and
between YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “Company”), and
the grantee named in the Notice of Restricted Shares Grant (the
“Grantee,” which term as used herein shall be deemed to include any successor to
Grantee by will or by the laws of descent and distribution, unless the context
shall otherwise require). 

BACKGROUND 

           
Pursuant to the Plan, the Company, acting through the Administrator, approved
the issuance to 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
Restricted Shares Grant (which is expressly incorporated herein and made a part
hereof, the “Notice of Restricted Shares Grant”) at the purchase price per share
of Restricted Shares (the “Purchase Price”), if any, set forth in the attached
Notice of Restricted Shares Grant, upon the terms and conditions hereinafter set
forth. 

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

1.        Grant and
Purchase of Restricted Shares. The Company hereby grants to Grantee, and
Grantee hereby accepts the number of Restricted Shares set forth in the Notice
of Restricted Shares Grant, subject to the payment by Grantee of the total
purchase price, if any, set forth in the Notice of Restricted Shares Grant.

2.        Stockholder
Rights. 

      
     (a)       
Voting Rights. Until such time as all or any part of the Restricted
Shares are forfeited to the Company under this Agreement, if ever, Grantee (or
any successor in interest) has the rights of a stockholder, including voting
rights, with respect to the Restricted Shares subject, however, to the transfer
restrictions or any other restrictions set forth in the Plan.

            (b)       
Dividends and Other Distributions. During the Period of Restriction,
Participants holding Restricted Shares are entitled to all regular cash
dividends or other distributions paid with respect to all Shares while they are
so held. If any such dividends or distributions are paid in Shares, such Shares
will be subject to the same restrictions on transferability and forfeitability
as the Restricted Shares with respect to which they were paid.

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3.        Vesting of
Restricted Shares. 

            (a)       
The Restricted Shares are restricted and subject to forfeiture until vested. The
Restricted Shares which have vested and are no longer subject to forfeiture are
referred to as “Vested Shares.” All Restricted Shares which have not become
Vested Shares are referred to as “Nonvested Shares.” 

           
(b)        Restricted Shares will vest and
become nonforfeitable in accordance with the vesting schedule contained in the
Notice of Restricted Shares Grant except that 100% of Grantee’s Nonvested Shares
will vest in full upon a Change of Control. 

           
(c)        Definitions. Terms used in section
3 and 4 have the following meanings: 

                          (i)       
“Cause” has the meaning ascribed to such term or words of similar import in
Grantee’s written employment or service contract with the Company or its
subsidiaries and, in the absence of such agreement or definition, means
Grantee’s (i) conviction of, or plea of nolo contendere to, a felony or crime
involving moral turpitude; (ii) fraud on or misappropriation of any funds or
property of the Company or its subsidiaries, or any affiliate, customer or
vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful
violation of any law, rule or regulation (other than minor traffic violations or
similar offenses), or breach of fiduciary duty which involves personal profit;
(iv) willful misconduct in connection with Grantee’s duties or willful failure
to perform Grantee’s responsibilities in the best interests of the Company or
its subsidiaries; (v) illegal use or distribution of drugs; (vi) violation of
any rule, regulation, procedure or policy of the Company or its subsidiaries; or
(vii) breach of any provision of any employment, non-disclosure,
non-competition, non-solicitation or other similar agreement executed by Grantee
for the benefit of the Company or its subsidiaries, all as determined by the
Board of Directors of the Company, which determination will be conclusive.

                          (ii)       
“Retirement” means Grantee’s retirement from Company employ at age 65 as
determined in accordance with the policies of the Company or its subsidiaries in
good faith by the Board of Directors of the Company, which determination will be
final and binding on all parties concerned. 

            (d)       
Nonvested Shares may not be sold, transferred, assigned, pledged, or otherwise
disposed of, directly or indirectly, whether by operation of law or otherwise.
The restrictions set forth in this Section will terminate upon a Change of
Control. 

4.        Forfeiture
of Nonvested Shares. Except as provided herein, if Grantee's service
with the Company ceases for any reason other than Grantee’s (a) death, (b)
Disability, (c) Retirement, or (d) termination by the Company without Cause, any
Nonvested Shares will be automatically forfeited to the Company, subject to the
re-payment by the Company at the lesser of (1) the original purchase price paid
by the Participant pursuant to the Award Agreement or (2) the Shares’ Fair
Market Value on the date of repurchase. 

            (a)       
Legend. Each certificate representing Restricted Shares granted pursuant
to the Notice of Restricted Shares Grant may bear a legend substantially as
follows: 

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                “THE SALE OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS
                  CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT
                  TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE YOU ON DEMAND HOLDINGS,
                  INC. 2010 EQUITY INCENTIVE PLAN AND IN A RESTRICTED SHARE GRANT AGREEMENT. A
                  COPY OF SUCH PLAN AND SUCH AGREEMENT MAY BE OBTAINED FROM YOU ON DEMAND
                  HOLDINGS, INC.” 

        

      

    

  



            (b)       
Escrow of Nonvested Shares. The Company has the right to retain the
certificates representing Nonvested Shares in the Company’s possession until
such time as all restrictions applicable to such Shares have been satisfied.


            (c)       
Removal of Restrictions. The Participant is entitled to have the legend
removed from certificates representing Vested Shares. 

5.       
Recapitalizations, Exchanges, Mergers, Etc. The provisions of this
Agreement apply to the full extent set forth herein with respect to any and all
shares of capital stock of the Company or successor of the Company 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. 

6.        Grantee
Representations. 

            Grantee
represents to the Company the following: 

            (a)       
Restrictions on Transfer. Grantee acknowledges that the Restricted Shares
to be issued to Grantee must be held indefinitely unless subsequently registered
and qualified under the Securities Act or unless an exemption from registration
and qualification is otherwise available. In addition, Grantee understands that
the certificate representing the Restricted Shares will be imprinted with a
legend which prohibits the transfer of such Restricted Shares unless they are
sold in a transaction in compliance with the Securities Act or are registered
and qualified or such registration and qualification are not required in the
opinion of counsel acceptable to the Company. 

            (b)       
Relationship to the Company; Experience. Grantee either has a preexisting
business or personal relationship with the Company or any of its officers,
directors or controlling persons or, by reason of Grantee’s business or
financial experience or the business or financial experience of Grantee’s
personal representative(s), if any, who are unaffiliated with and who are not
compensated by the Company or any affiliate or selling agent, directly or
indirectly, has the capacity to protect Grantee’s own interests in connection
with Grantee’s acquisition of the Restricted Shares to be issued to Grantee
hereunder. Grantee and/or Grantee’s personal representative(s) have such
knowledge and experience in financial, tax and business matters to enable Grantee and/or them to utilize the information made
available to Grantee and/or them in connection with the acquisition of the
Restricted Shares to evaluate the merits and risks of the prospective investment
and to make an informed investment decision with respect thereto.

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            (c)       
Grantee’s Liquidity. In reaching the decision to invest in the Restricted
Shares, Grantee has carefully evaluated Grantee’s financial resources and
investment position and the risks associated with this investment, and Grantee
acknowledges that Grantee is able to bear the economic risks of the investment.
Grantee (i) has adequate means of providing for Grantee’s current needs and
possible personal contingencies, (ii) has no need for liquidity in Grantee’s
investment, (iii) is able to bear the substantial economic risks of an
investment in the Restricted Shares for an indefinite period and (iv) at the
present time, can afford a complete loss of such investment. Grantee’s
commitment to investments which are not readily marketable is not
disproportionate to Grantee’s net worth and Grantee’s investment in the
Restricted Shares will not cause Grantee’s overall commitment to become
excessive. 

            (d)       
Access to Data. Grantee acknowledges that during the course of this
transaction and before deciding to acquire the Restricted Shares, Grantee has
been provided with financial and other written information about the Company.
Grantee has been given the opportunity by the Company to obtain any information
and ask questions concerning the Company, the Restricted Shares, and Grantee’s
investment that Grantee felt necessary; and to the extent Grantee availed
himself of that opportunity, Grantee has received satisfactory information and
answers concerning the business and financial condition of the Company in
response to all inquiries in respect thereof. 

            (e)       
Risks. Grantee acknowledges and understands that (i) an investment in the
Company constitutes a high risk, (ii) the Restricted Shares are highly
speculative, and (iii) there can be no assurance as to what investment return,
if any, there may be. Grantee is aware that the Company may issue additional
securities in the future which could result in the dilution of Grantee’s
ownership interest in the Company. 

            (f)       
Valid Agreement. This Agreement when executed and delivered by Grantee
will constitute a valid and legally binding obligation of Grantee which is
enforceable in accordance with its terms. 

            (g)       
Residence. The address set forth on the Notice of Restricted Shares Grant
is Grantee’s current address and accurately sets forth Grantee’s place of
residence. 

            (h)       
Tax Consequences. Grantee has reviewed with Grantee’s own tax advisors
the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by this Agreement. Grantee is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. Grantee understands that Grantee (and not the Company) is
responsible for Grantee’s own tax liability that may arise as a result of the
transactions contemplated by this Agreement. Grantee understands that Section 83
of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary
income the difference between the purchase price for the Restricted Shares and
the fair market value of the Restricted Shares as of the date any restrictions
on the Restricted Shares lapse. Grantee understands that Grantee may elect to be
taxed at the time the Restricted Shares is purchased rather than when and as the restrictions lapse by filing an
election under Section 83(b) of the Code with the Internal Revenue Service
within 30 days from the date of purchase. The form for making this election is
attached as Exhibit A hereto. 

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GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY
AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION 83(b), EVEN IF
GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
GRANTEE’S BEHALF. 

7.        No
Employment Contract Created. The issuance of the Restricted Shares is
not be construed as granting to Grantee any right with respect to continuance of
employment or any service with the Company or any of its subsidiaries. The right
of the Company or any of its subsidiaries to terminate at will Grantee's
employment or terminate Grantee’s service 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 Company
and Grantee may be a party. 

8.        Tax
Withholding. The Company has the power and the right to deduct or
withhold, or require Grantee to remit to the Company, an amount sufficient to
satisfy Federal, state and local taxes (including the Grantee’s FICA obligation)
required by law to be withheld with respect to the grant and vesting of the
Restricted Shares. 

9.       
Interpretation. The Restricted Shares are being issued pursuant to
the terms of the Plan, and are to be interpreted in accordance therewith. The
Administrator will interpret and construe this Agreement and the Plan, and any
action, decision, interpretation or determination made in good faith by the
Administrator will be final and binding on the Company and Grantee. 

10.      Notices.
All notices or other communications which are required or permitted
hereunder will 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 Grantee, to the address (or telecopy number) set
forth on the Notice of Restricted Shares Grant; and 

            if
to the Company, to the attention of the ______________at the address set forth
below: 

YOU On Demand Holdings,
Inc.
[Company Address] 


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 will 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 fifth 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. 

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11.      Specific
Performance. Grantee expressly agrees that the Company 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 Grantee, the
Company will, 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
Administrator has the power to determine what constitutes a breach or threatened
breach of this Agreement or the Plan. Any such determinations will be final and
conclusive and binding upon Grantee. 

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

13.      Grantee
Undertaking. Grantee hereby agrees to take whatever additional
actions and execute whatever additional documents the Company 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 Grantee pursuant to
the express provisions of this Agreement. 

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

15.      Governing
Law. This Agreement is governed by, and construed in accordance
with, the laws of the State of Nevada, without giving effect to its conflict or
choice of law principles that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another
jurisdiction.

16.      Counterparts; Facsimile
Execution. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which
together will constitute one and the same instrument. Facsimile execution and
delivery of this Agreement is legal, valid and binding execution and delivery
for all purposes. 

17.      Entire
Agreement. This Agreement (including the Notice of Restricted
Shares 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. 

18.     
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
will not affect any other provisions of this Agreement, and this Agreement will
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein. 

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19.      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. 

[Signature Page Follows] 

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

YOU ON DEMAND HOLDINGS, INC. 

 

By: 
_____________________________________________
 
       Name: 
  
      Title: 


GRANTEE: 

 

________________________________________________
Name: 


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SPOUSE'S CONSENT TO AGREEMENT 
(Required where
Grantee resides in a community property state) 


            I
acknowledge that I have read the Agreement and the Plan and that I know and
understand the contents of both. 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:  _________________________	 
       
	 	Signature 
	 	  
	 	  
	 	  
	 	Print Name 


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Exhibit A 

ELECTION UNDER SECTION 83(b) 
OF THE INTERNAL
REVENUE CODE OF 1986 


            The
undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income
or alternative minimum taxable income, as the case may be, for the current
taxable year the amount of any compensation taxable to taxpayer in connection
with taxpayer’s receipt of the property described below. 

            1.       
The name, address, taxpayer identification number and taxable year of the
undersigned are as follows: 

	               
                         
                         
                         
           	TAXPAYER: 	SPOUSE: 
	NAME: 	 	  
	ADDRESS: 	 	  
	IDENTIFICATION NO.: 	 	  
	TAXABLE YEAR: 	 	  


            2.       
The property with respect to which the election is made is described as follows:
____ shares (the “Shares”) of the Common Stock of YOU On Demand Holdings, Inc.
(the “Company”). 

	 	3. 	
      The date on which the property was transferred
      is:___________________, ______.

	 	 	 
	 	4. 	
      The property is subject to the following
    restrictions:

	 	 	 
	 		
      The Shares may not be transferred and are subject to
      forfeiture under the terms of an agreement between the taxpayer and the
      Company. These restrictions lapse upon the satisfaction of certain
      conditions contained in such agreement.



            5.       
The fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of
such property is: $_________________. 

            6.       
The amount (if any) paid for such property is: $_________________. 

            The
undersigned has submitted a copy of this statement to the person for whom the
services were performed in connection with the undersigned’s receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property. 

            The
undersigned understands that the foregoing election may not be revoked except
with the consent of the Commissioner. 

Dated: ______________________, _____

__________________________________________
Taxpayer 


            The
undersigned spouse of taxpayer joins in this election. 

Dated: ______________________, _____

__________________________________________
Spouse of Taxpayer



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