Exhibit 10.4


 


CASTLEROCK SECURITY HOLDINGS, INC.


 


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK PURCHASE AWARD AGREEMENT


 


CastleRock
Security Holdings, Inc. (the “Company”) wishes to sell to you, and you
wish to purchase, shares of Common Stock from the Company, pursuant to the
provisions of the Company’s 2010 Equity Incentive Plan (the “Plan”).


 


Therefore,
pursuant to the terms of the Restricted Stock Purchase Award Grant Notice (“Grant
Notice”) and this Restricted Stock Purchase Award Agreement (“Agreement”)
(collectively, the “Award”), the Company grants you the right to purchase the
number of shares of Common Stock indicated in the Grant Notice.  Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the
Plan.


 


The
details of your Award are as follows:


 


1.                                      AGREEMENT
TO PURCHASE.  You hereby
agree to purchase from the Company, and the Company hereby agrees to sell to
you, the aggregate number of shares of Common Stock specified in your Grant
Notice at the specified Purchase Price per Share.  You may not purchase less than the aggregate
number of shares specified in the Grant Notice.


 


2.                                      CLOSING.  The purchase and sale of the shares shall be
consummated as follows:


 


(a)                                  You may
purchase the shares by delivering the Total Purchase Price specified in your
Grant Notice to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, on the Closing Date
specified in the Grant Notice (or at such other time and place as you and the
Company may mutually agree upon in writing) along with such additional
documents as the Company may then require.


 


(b)                                  You agree to
execute two (2) copies of the Assignment Separate From Certificate (with
date and number of shares blank) and to execute Joint Escrow Instructions
substantially in the form attached to the Grant Notice and to deliver the same
to the Company on the Closing Date, along with the certificate or certificates
evidencing the shares, for use by the Escrow Agent pursuant to the terms of the
Joint Escrow Instructions.


 


3.                                      METHOD
OF PAYMENT.  You may
elect to make payment of the Purchase Price as follows:


 


(a)                                  In cash or by
check.


 


(b)                                  By delivery of
already-owned shares of Common Stock that either have been held for the period
required to avoid a charge to the Company’s reported earnings (generally six
months) or were not acquired, directly or indirectly from the Company, that are
owned free and clear of any liens, claims, encumbrances or security interests,
and that are valued 


 


1

















 


at Fair Market Value on the date of exercise as
determined by the Company.  “Delivery”
for these purposes shall include delivery to the Company of your attestation of
ownership of such shares of Common Stock in a form approved by the
Company.  Notwithstanding the foregoing,
you may not pay for the shares by tender to the Company of Common Stock to the
extent such tender would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company’s stock.


 


4.                                      VESTING.  Subject to the limitations contained herein,
the shares you purchase will vest as provided in the Grant Notice, provided
that vesting will cease upon the termination of your Continuous Service.


 


5.                                      NUMBER
OF SHARES AND PURCHASE PRICE.  The number of shares subject to your Award
and your Purchase Price may be adjusted from time to time for Capitalization
Adjustments, as provided in the Plan.


 


6.                                      SECURITIES
LAW COMPLIANCE.  You will
not be issued any shares under your Award unless the shares are either (a) then
registered under the Securities Act or (b) the Company has determined that
such issuance would be exempt from the registration requirements of the
Securities Act.  Your Award must also
comply with other applicable laws and regulations governing the Award, and you
will not receive such shares if the Company determines that such receipt would
not be in material compliance with such laws and regulations.


 


7.                                      RIGHT
OF FIRST REFUSAL.  Shares that
are received under your Award are subject to any right of first refusal that
may be described in the Company’s bylaws in effect at such time the Company
elects to exercise its right.


 


8.                                      PURCHASE
OPTION.


 


(a)                                  To the extent
provided in the Company’s bylaws, as amended from time to time, the Company
shall have the right to reacquire all or any part of the shares received
pursuant to your Award (a “Purchase Option”).


 


(b)                                  To the extent a
Purchase Option is not provided in the Company’s bylaws, as amended from time
to time, the Company shall have a Purchase Option as to the shares you received
pursuant to your Award that have not as yet vested in accordance with the
Vesting Schedule on the Grant Notice (“Unvested Shares”) on the following terms
and conditions:


 


(i)                                    The Company
shall, simultaneously with termination of your Continuous Service,
automatically reacquire for your original Purchase Price as specified in the
Grant Notice all of the Unvested Shares, unless the Company agrees to waive its
Purchase Option as to some or all of the Unvested Shares.  Any such waiver shall be exercised by the
Company by written notice to you or your representative (with a copy to the
Escrow Agent) within ninety (90) days after the termination of your Continuous
Service, and the Escrow Agent may then release to you the number of Unvested
Shares not being reacquired by the Company. 
If the Company does not waive its Purchase Option as to all of the
Unvested Shares, then upon such termination of your Continuous Service, the
Escrow Agent shall transfer to the Company the number of shares the Company is
reacquiring.


 

















 


(ii)                                The Company
shall pay for the reacquired Unvested Shares in cash within ninety (90) days
after the termination of your Continuous Service.


 


(iii)                            The shares
issued under your Award shall be held in escrow pursuant to the terms of the
Joint Escrow Instructions attached to the Grant Notice as Attachment IV.


 


(iv)                               Subject to the
provisions of your Award, you shall exercise all rights and privileges of a
shareholder of the Company with respect to the shares deposited in escrow.  You shall be deemed to be the holder of the
shares for purposes of receiving any dividends that may be paid with respect to
such shares and for purposes of exercising any voting rights relating to such
shares, even if some or all of such shares have not yet vested and been
released from the Company’s Purchase Option.


 


(v)                                   If, from time
to time, there is any stock dividend, stock split or other change in the
character or amount of any of the outstanding stock of the corporation the
stock of which is subject to the provisions of your Award, then in such event
any and all new, substituted or additional securities to which you are entitled
by reason of your ownership of the shares acquired under your Award shall be
immediately subject to the Purchase Option with the same force and effect as
the shares subject to this Purchase Option immediately before such event.


 


9.                                      RESTRICTIVE
LEGENDS.  The shares issued under your
Award shall be endorsed with appropriate legends determined by the Company.


 


10.                               AWARD
NOT A SERVICE CONTRACT.  Your
Award is not an employment or service contract, and nothing in your Award shall
be deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company or an Affiliate, or on the part of the Company or
an Affiliate to continue your employment. 
In addition, nothing in your Award shall obligate the Company or an
Affiliate, their respective shareholders, boards of directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.


 


11.                               WITHHOLDING
OBLIGATIONS.


 


(a)                                  At the time
your Award is made, or at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to you,
and otherwise agree to make adequate provision for any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the
Company or an Affiliate, if any, which arise in connection with your Award.


 


(b)                                  Unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied, the
Company shall have no obligation to issue a certificate for such shares or
release such shares from any escrow provided for herein.


 


12.                               TAX
CONSEQUENCES.  The
acquisition and vesting of the shares may have adverse tax consequences to you
that may avoided or mitigated by filing an election under Section 83(b) of
the Code.  Such election must be filed within
thirty (30) days after the date your 


 

















 


purchase the shares pursuant to your Award.  YOU ACKNOWLEDGE THAT IT IS YOUR OWN
RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B),
EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF.


 


13.                               NOTICES.  Any notices provided for in your Award or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the Company to you, five (5) days
after deposit in the United States mail, postage prepaid, addressed to you at
the last address you provided to the Company.


 


14.                               MISCELLANEOUS.


 


(a)                                  The rights and
obligations of the Company under your Award shall be transferable to any one or
more persons or entities, and all covenants and agreements hereunder shall
inure to the benefit of, and be enforceable by the Company’s successors and
assigns.  Your rights and obligations
under your Award may only be assigned with the prior written consent of the
Company.


 


(b)                                  You agree upon
request to execute any further documents or instruments necessary or desirable
in the sole determination of the Company to carry out the purposes or intent of
your Award.


 


(c)                                  You acknowledge
and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting
your Award and fully understand all provisions of your Award.


 


15.                               GOVERNING
PLAN DOCUMENT.  Your Award
is subject to all the provisions of the Plan, the provisions of which are
hereby made a part of your Award, and is further subject to all
interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the
provisions of your Award and those of the Plan, the provisions of the Plan
shall control.