EX-10.3



 





EXHIBIT 10.3




AMERICA SERVICE GROUP INC.

1999 AMENDED AND RESTATED INCENTIVE STOCK PLAN

STOCK GRANT CERTIFICATE



This Stock Grant Certificate evidences a Stock Grant made pursuant to the America Service Group
Inc. (the “Company”) Amended and Restated 1999 Incentive
Stock Plan (the “Plan”) of ___ shares
of restricted Stock to ___, who shall be referred to as “Employee.” This Stock Grant is
granted effective as of ___, 20___, which shall be referred to as the “Grant Date.”




	 	 	 	 	 
	 	AMERICA SERVICE GROUP INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



TERMS AND CONDITIONS





     § 1. Plan and Stock Grant Certificate. This Stock Grant is subject to all of the
terms and conditions set forth in this Stock Grant Certificate and in the Plan. If a determination
is made that any term or condition set forth in this Stock Grant Certificate is inconsistent with
the Plan, the Plan shall control. All of the capitalized terms not otherwise defined in this Stock
Grant Certificate shall have the same meaning in this Stock Grant Certificate as in the Plan. A
copy of the Plan will be made available to Employee upon written request to the corporate Secretary
of the Company.



     § 2. Stockholder Status. Employee shall have the right under this Stock Grant to
receive cash dividends on all of the shares of Stock subject to this Stock Grant and to vote such
shares until Employee’s right to such shares is forfeited or becomes nonforfeitable. If Employee
forfeits any shares under § 3, Employee shall at the same time forfeit Employee’s right to vote
such shares and to receive cash dividends paid with respect to such shares. Any Stock dividends or
other distributions of property made with respect to shares that remain subject to forfeiture under
§ 3 shall be held by the Company, and Employee’s rights to receive such dividends or other property
shall be forfeited or shall be nonforfeitable at same time the shares of Stock with respect to
which the dividends or other property are attributable are forfeited or become nonforfeitable.
Except for the rights to receive cash dividends and vote the shares of Stock subject to this Stock
Grant which are described in this § 2, Employee shall have no rights as a Stockholder with respect
to such shares of Stock until Employee’s interest in such shares has become nonforfeitable.



     § 3. Vesting and Forfeiture.




	 	a.	 	Vesting. Subject to § 3(b), Employee’s interest in the Stock subject
to this Stock Grant shall become nonforfeitable in accordance with Exhibit B.
	 
	 	b.	 	Forfeiture. If the employee’s employment is terminated for any reason,
except as set forth below, before his or her interest in the shares shall have become
nonforfeitable (as set forth in § 3(a) above), then he or she
shall forfeit all of the shares.




 









 











Notwithstanding the foregoing, the shares shall become fully nonforfeitable
prior to the dates set forth in § 3(a) above if any of the following occur:




	 	1.	 	If there is Change in Control of America
Service Group Inc., the shares shall become fully nonforfeitable
immediately upon the occurrence of the event causing the Change in
Control. For purposes of this Agreement, the term Change in
Control shall have the meaning ascribed to it in Section 2 of the
Plan; provided, however, that if any Employee has a separate
written employment agreement that specifically defines Change in
Control, such definition shall be used for that Employee only.
	 
	 	2.	 	If the Employee’s employment with the Company
or any of its affiliates, parents or subsidiaries, is terminated
due to the death of the Employee, the shares shall become fully
nonforfeitable upon the date of death.
	 
	 	3.	 	If the Employee’s employment with the Company
or any of its affiliates, parents or subsidiaries is terminated due
to the Disability of the Employee, the shares shall become fully
nonforfeitable upon such date of termination. For purposes of this
Agreement, the term Disability shall be defined as the Employee
failing to or being unable to perform the duties required of his or
her job because of any physical or mental infirmity, and such
failure or inability shall continue for any six consecutive months;
provided, however that if any Employee has a separate written
employment agreement that specifically defines Disability, such
definition shall be used for that Employee only.
	 
	 	4.	 	If the Employee’s employment with the Company
or any of its affiliates, parents or subsidiaries is terminated due
to any reason other than as set forth above or other than for a
“Termination for Cause”, the shares shall become fully
nonforfeitable upon the date of such termination. For purposes of
this Agreement a “Cause” shall mean: (i) intentional commission of
an act, or failure to act, in a manner which constitutes dishonesty
or fraud or which has a direct material adverse effect on the
Company or any of its affiliates, parents or subsidiaries or their
respective businesses; or (ii) Employee’s conviction of or a plea
of guilty to any felony or crime involving moral turpitude;
provided, however that if any Employee has a separate written
employment agreement that specifically defines “Cause”, such
definition shall be used for that Employee only.





     § 4. Stock Certificates. Company shall issue a stock certificate for the shares of
Stock subject to this Stock Grant in the name of Employee upon Employee’s execution of the



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irrevocable stock power in favor of Company attached as Exhibit A. The Secretary of
Company shall hold such stock certificate representing such shares and any distributions made with
respect to such shares (other than cash dividends) until such time as his or her interest in such
shares have become nonforfeitable or have been forfeited. As soon as practicable after each date
as of which his or her interest in any shares becomes nonforfeitable under § 3(a), Company shall
issue to Employee a stock certificate reflecting the shares in which his or her interest has become
nonforfeitable on such date (together with any distributions made with respect to the shares that
have been held by Company). If shares are forfeited, the shares (together with any distributions
made with respect to the shares that have been held by Company) automatically shall revert back to
Company.




     § 5. Nontransferable. No rights, other than nonforfeitable rights, granted under this
Stock Grant Certificate shall be transferable by Employee, other than by will or by the laws of
descent and distribution. The person or persons, if any, to whom this Stock Grant is transferred
by will or by the laws of descent and distribution shall be treated after Employee’s death the same
as Employee under this Stock Grant.



     § 6. Other Laws. Company shall have the right to refuse to transfer shares of Stock
subject to this Stock Grant to Employee if Company acting in its absolute discretion determines
that the transfer of such shares might violate any applicable law or regulation.



     § 7. No Right to Continue Service. Neither the Plan, this Stock Grant Certificate,
nor any related material shall give Employee the right to continue in employment by the Company or
any of its affiliates, parents or subsidiaries, or shall adversely affect the right of ASG or any
of its affiliates, parents or subsidiaries to terminate Employee’s employment with or without cause
at any time.



     § 8. Governing Law. The Plan and this Stock Grant Certificate shall be governed by
the laws of the State of Delaware.



     § 9. Binding Effect. This Stock Grant Certificate shall be binding upon Company and
Employee and their respective heirs, executors, administrators and successors.



     § 10. Headings and Sections. The headings contained in this Stock Grant Certificate
are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Stock Grant Certificate. All references to sections in this Stock Grant Certificate shall be
to sections of this Stock Grant Certificate unless otherwise expressly stated as part of such
reference.



     § 11. Tax Withholding. This Stock Grant has been granted subject to the condition
that Employee consents to whatever action the Company directs to satisfy the minimum statutory
federal and state withholding requirements, if any, which the Company determines are applicable.



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Exhibit A




IRREVOCABLE STOCK POWER




     As
a condition to the issuance to the undersigned of a stock certificate for the ______ shares
of Stock which were granted to the undersigned as a Stock Grant under the America Service Group
Inc. 1999 Amended and Restated Incentive Stock Plan in the Stock Grant Certificate dated ___,
the undersigned hereby executes this Irrevocable Stock Power in order to sell, assign and transfer
to America Service Group Inc. the shares of Stock subject to such Stock Grant for purposes of
effecting any forfeiture called for under § 3(b) of the Stock Grant Certificate and does hereby
irrevocably give America Service Group Inc. the power (without any further action on the part of
the undersigned) to transfer such shares of Stock on its books and records back to America Service
Group Inc. to effect any such forfeiture. This Irrevocable Stock Power shall expire automatically
with respect to the shares of Stock on the date such shares of Stock are no longer subject to
forfeiture under § 3(b) of such Stock Grant Certificate or, if earlier, immediately after such a
forfeiture has been effected with respect to such shares of Stock.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	[Print Name] 	 
	 	 	 



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Date 	 
	 	 	 
	 




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