Exhibit 10.10


 


RESTRICTED STOCK AWARD AGREEMENT


 


PURSUANT TO THE


CLST HOLDINGS, INC.


2008 LONG TERM INCENTIVE PLAN


 


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


 


W I T N E S S E T H :


 


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


 


NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, 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 be
issued as hereinafter provided in Participant’s name subject to certain
restrictions thereon as set forth in this Award and the Plan.


 


2.                                       Issuance and Delivery of
Restricted Stock. The
Restricted Stock shall be issued upon acceptance and execution hereof by
Participant and upon satisfaction of the terms of this Award.


 


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


 


4.                                       Forfeiture of Award. This
Award 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 be
subject to forfeiture upon the death or Disability of Participant while
employed or engaged as a director or consultant by the Company.


 


1

















 


5.                                       Restrictions on Transfer.


 


(a)                                  Except
as provided in the Plan, the Restricted Stock may not be resold, pledged as
security or otherwise transferred, assigned or encumbered by Participant prior
to the date such Restricted Stock is no longer subject to forfeiture or
buyback, unless specifically agreed in writing by the Company.


 


(b)                                 Participant
hereby agrees that Participant shall make no disposition of the Restricted
Stock unless and until:


 


(1)                                  The
forfeiture restrictions in Section 3 and Section 4 have
lapsed;


 


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


 


(3)                                  Participant
shall have complied with all requirements of this Award, the Plan and law applicable
to the disposition of the Restricted Stock.


 


(c)                                  The
Company shall not be required (i) to transfer on its books any Restricted
Stock 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 to
accord voting or dividend rights to, any transferee to whom the Restricted
Stock has been transferred in contravention of this Award. References herein to
Participant shall include, where applicable, a permitted transferee.


 


6.                                       Restrictive Legend. In
order to reflect the restrictions on transfer of the Restricted Stock, the
stock certificates for the Restricted Stock will be endorsed with the legend
set forth in the Plan.


 


7.                                       Investment Representations. In
connection with the grant of the Restricted Stock, Participant represents to
the Company that:


 


(a)                                  Participant
is accepting the Restricted Stock for Participant’s own account, not as a
nominee or agent, and not with a view to the resale or distribution of any part
thereof, and that Participant has no present intention of selling, granting any
participation in, or otherwise distributing the Restricted Stock;


 


(b)                                 Participant
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to any third
person with respect to any of the Restricted Stock, except as permitted by the
Plan;


 


2

















 


(c)                                  Participant
acknowledges that the Restricted Stock has not been registered under the
Securities Act or under any state securities act.  Participant understands further that in
absence of an effective registration statement, the Restricted Stock can only
be sold pursuant to some exemption from registration; and


 


(d)                                 Participant
has had a reasonable opportunity to ask questions of and receive answers and to
request additional relevant information from the Company concerning an
investment in the Restricted Stock and all such questions have been answered to
the full satisfaction of Participant and such information requested has been
provided by the Company.


 


8.                                       Tax Matters.


 


(a)                                  Tax Representations.  Participant acknowledges that the tax
consequences associated with the Award are complex and that the Company has urged
Participant to review with Participant’s own tax advisors the federal, state
and local tax consequences of the Restricted Stock granted under this
Award.  Participant is relying solely on
his own advisors and not on any statements or representations of the Company or
any of its agents with respect to the tax consequences.  Participant understands that Participant (and
not the Company) shall be responsible for Participant’s own tax liability that
may arise with respect to the Restricted Stock.


 


(b)                                 Section 83(b) Election. Participant understands that under Section 83
of the Internal Revenue Code of 1986, as amended (the “Code”), the
difference between the purchase price, if any, paid for the Restricted Stock
and its fair market value on the  date
any forfeiture restrictions applicable to such Restricted Stock lapse will be
reportable as ordinary income at that time. Participant understands that
Participant may elect to be taxed at the time the Restricted Stock is acquired
hereunder to the extent the fair market value of the Restricted Stock differs
from the purchase price, if any, rather than when and as such Restricted Stock
ceases to be subject to such forfeiture restrictions, by filing an election
under 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 election
made under Section 83(b) to the Company promptly after filing such
election with the I.R.S. If the fair market value of the Restricted Stock at
the 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. The
form for making this election is attached as Exhibit A hereto.
Participant understands that failure to make this filing within the 30-day
period will result in the recognition of ordinary income by Participant (in the
event the fair market value of the Restricted Stock increases after the Date of
Grant) as the forfeiture restrictions lapse. PARTICIPANT ACKNOWLEDGES THAT IT IS
PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY
ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY OR
ITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF. PARTICIPANT IS
RELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE AN 83(b) ELECTION.


 


9.                                       Miscellaneous Provisions.


 


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


 


3

















 


deem necessary or advisable in
order to carry out or effect one or more of the obligations or restrictions,
including, without limitation, those set forth in Section 4, imposed
on either Participant or the Restricted Stock pursuant to the express
provisions of the Plan and this Award.


 


(b)                                 Assignment. The rights and benefits of
the Company under this Award shall be transferable to any one or more persons
or entities. The rights and obligations of Participant hereunder may only be
assigned with the prior written consent of the Company. This Award shall be
binding 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 or
condition of this Award shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature.


 


(d)                                 Entire Award. The Plan and this Award
constitute the entire contract between the parties hereto with regard to the
subject matter hereof.


 


(e)                                  Counterparts. This Award may be
executed in counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.


 


(f)                                    Lapse of this Award. This Award shall
be null and void in the event Participant shall fail to sign and return a
counterpart hereof to the Company within thirty (30) days of its delivery to
Participant.


 


(g)                                 No Contract for Service. This Award
does not constitute a contract for employment or an engagement as a director or
consultant with the Company and shall not affect the right of the Company to
terminate Participant for any reason whatsoever.


 


(h)                                 Construction. The Company shall have authority
to make reasonable constructions of this Award and to correct any defect or
supply any omission or reconcile any inconsistency in this Award, and to
prescribe reasonable rules and regulations relating to the administration
of this Award.


 


(i)                                     Severability. In the event that any
provision of this Award becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Award shall continue in
full force and effect without said provision, provided that no such severability
shall be effective if it materially changes the economic benefit of this Award
to any party.


 


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


 


4

















 


(k)                                  Governing Instrument and Law. This
Award and any Restricted Stock issued hereunder shall in all respects be
governed by the terms and provisions of the Plan, which terms and provisions
are hereby incorporated herein by reference, and by the INTERNAL laws of the
State of Delaware, WITHOUT GIVING EFFECT TO PROVISIONS THEREOF RELATED TO THE
RESOLUTION OF CONFLICTS OF LAWS, and in the event of a conflict between the
terms of this Award and the terms of the Plan, the terms of the Plan shall control.


 


[SIGNATURE PAGE FOLLOWS]


 


5

















 


IN WITNESS
WHEREOF, the undersigned have executed this Award as of the day and year first
set forth above.


 


	
   

  	
  CLST HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  PARTICIPANT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
  



  	
   

  
	
   

  	
  



  	
   

  



 


6

















 


EXHIBIT A


 


FORM OF 83(b) ELECTION


 


The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in his or her gross
income for the current taxable year, the amount of any compensation taxable to
him or her in connection with his or her receipt of the property described
below:


 


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


 


	
  Name of Taxpayer:

  	
   

  
	
   

  	
   

  
	
  Spouse:

  	
   

  
	
   

  	
   

  
	
  Address of Taxpayer:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Taxpayer ID No.:

  	
   

  
	
   

  	
   

  
	
  Spouse’s ID No.:

  	
   

  
	
   

  	
   

  
	
  Taxable Year:

  	
  Calendar Year

  	
   

  



 


(1)                                  The
property 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)                                  The
property was issued on
                                    .


 


(3)                                  If
the 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 is
subject to forfeiture.


 


(4)                                  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) is $
          per share.


 


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


 


(6)                                  A
copy of this statement was furnished to the Company for whom the undersigned
taxpayer rendered the service underlying the transfer of property.


 

















 


(7)                                  This
statement 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. In
consideration of granting to Participant shares of the Common Stock of CLST
Holdings, Inc. as set forth in the Award, I hereby appoint Participant as
my attorney-in-fact in respect to the exercise of any rights under the Award
and agree to be bound by the provisions of the Award insofar as I may have any
rights in said Award or any shares issued pursuant thereto under the community
property laws of the State of Delaware or similar laws relating to marital
property in effect in the state of our residence as of the date of the signing
of the foregoing Award.


 


Dated:
                                      ,
2008.


 


	
   

  	
   

  
	
   

  	
  Spouse
  of Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print
  Name)