EX-10.2



 





EXHIBIT 10.2




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 “Director.” 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 Director upon written request to the corporate Secretary
of the Company.



     § 2. Stockholder Status. Director 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 Director’s right to such shares is forfeited or becomes nonforfeitable. If Director
forfeits any shares under § 3, Director shall at the same time forfeit Director’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 Director’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, Director shall have no rights as a Stockholder with respect
to such shares of Stock until Director’s interest in such shares has become nonforfeitable.



     § 3. Vesting and Forfeiture.




	 	(a)	 	Vesting. Subject to § 3(b), Director’s interest in the Stock subject
to this Stock Grant shall become nonforfeitable as follows:





1. his interest in the first one-third of the shares of Stock subject to
this Stock Grant (rounding down to the nearest whole number) shall become



 









 








nonforfeitable only if he remains a member of the Board through the first
anniversary of the Grant Date,



2. his interest in the second one-third of the shares of Stock subject to
this Stock Grant (rounding down to the nearest whole number) shall become
nonforfeitable only if he remains a member of the Board through the second
anniversary of the Grant Date, and



3. his interest in the balance of the shares of Stock subject to this Stock
Grant shall become nonforfeitable only if he remains a member of the Board
through the third anniversary of the Grant Date.




	 	(b)	 	Forfeiture. If the Director’s status as a director terminates 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 of Stock subject to this Stock Grant except those shares in which he or
she has (pursuant to § 3(a)) a nonforfeitable interest on the date his or her status as
a Director terminates. 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.



2) If the Director’s status as a director of the Company is
discontinued due to the death of the Director, the shares shall
become fully nonforfeitable upon the date of death.



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



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by will or by the laws of descent and distribution shall be treated after Director’s death the same
as Director 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 Director 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 Director the right to be nominated or elected as a member of
the Board.



     § 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
Director 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 Director 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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