Exhibit 10.22


 


RESTRICTED COMMON STOCK AGREEMENT

FOR ISSUANCES UNDER THE

STR HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN


 


RESTRICTED COMMON STOCK
AGREEMENT (this “Agreement”) made as of [                              ]
(the “Grant
Date”), by and between STR Holdings, Inc., a Delaware corporation
(the “Company”),
and [                    ]
(the “Participant”).


 


WHEREAS, the Company adopted the 2009 Equity
Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and
made part of this Agreement.  Capitalized
terms not otherwise defined herein shall have the same meanings as in the Plan;


 


WHEREAS, the Compensation Committee (the “Committee”)
of the Board of Directors of the Company has determined that it would be in the
best interest of the Company and its stockholders to grant the restricted stock
provided for herein to the Participant pursuant to the Plan and the terms set
forth herein; and


 


WHEREAS, in consideration of the mutual covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.                                       Restricted
Shares.  Subject to the terms and
conditions of this Agreement and the Plan, the Company hereby issues to the
Participant [        ] shares of Common
Stock (the “Restricted Shares”), which shall vest and become nonforfeitable in
accordance with Section 3.


 


2.                                       Certificates.  Certificates
representing the Restricted Shares shall be issued by the Company and shall be
registered in the name of the Participant on the stock transfer books of the
Company promptly following execution of this Agreement by the Participant, but
shall remain in the physical custody of the Company or its designee at all
times prior to the vesting of such Restricted Shares pursuant to Section 3.
As a condition to the receipt of this Agreement, the Participant shall deliver
to the Company a stock power, duly endorsed in blank, relating to the
Restricted Shares.


 


3.                                       Vesting of
Shares.


 


(a)                                  Vesting
Schedule.  Subject to
the Participant’s continued Service on each vesting date, the Restricted Shares
shall vest in [        ] equal
installments on each of the first [        ]
yearly anniversaries of the Grant Date.


 


(b)                                 Acceleration
upon Change of Control.  Upon
the occurrence of a Change of Control, all then-unvested Restricted Shares
shall immediately vest in full, so long as the Participant’s Service has not
been terminated before the date of the consummation of the Change of Control.


 


(c)                                  Acceleration
upon Non-Election.  If the
Participant is a member of the Board of Directors of the Company and fails to be
re-elected to the Board following his or her 


 


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nomination by the Board for
re-election, then all then-unvested Restricted Shares shall immediately vest in
full.


 


(d)                                 Forfeiture.  If the Participant’s Service is terminated
for any reason, other than as set forth in Section 3(c) hereof, the Restricted
Shares, to the extent not then vested, shall be forfeited by the Participant
without consideration.


 


4.                                       No Right to
Continued Service.  The
granting of the Restricted Shares evidenced hereby and this Agreement shall
impose no obligation on the Company or any Affiliate to continue the Service of
the Participant and shall not lessen or affect any right that the Company or
any Affiliate may have to terminate the Service of such Participant.


 


5.                                       Securities
Laws/Legends on Certificates.  The issuance and delivery of the Restricted
Shares shall comply with all applicable requirements of law, including (without
limitation) the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, state securities laws and regulations, and
the regulations of any stock exchange or other securities market on which the
Company’s securities may then be traded. If the Company deems it necessary to
ensure that the issuance of securities under the Plan is not required to be
registered under any applicable securities laws, each Participant to whom such
security would be issued shall deliver to the Company an agreement or
certificate containing such representations, warranties and covenants as the
Company may deem necessary which satisfies such requirements. The certificates
representing the Restricted Shares shall be subject to such stop transfer
orders and other restrictions as the Committee may deem reasonably advisable,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.


 


6.                                       Transferability.  The Restricted Shares may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by
the Participant other than by will or by the laws of descent and distribution,
and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company or
any Affiliate; provided that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance. No such permitted transfer of the Restricted Shares to heirs or
legatees of the Participant shall be effective to bind the Company unless the
Committee shall have been furnished with written notice thereof and a copy of
such evidence as the Committee may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or transferees of the terms
and conditions hereof.


 


7.                                       Adjustment of
Restricted Shares.  Adjustments
to the Restricted Shares shall be made in accordance with the terms of the
Plan.


 


8.                                       Withholding.  The Participant may be required to pay to the
Company or any Affiliate and the Company shall have the right and is hereby
authorized to withhold, any applicable withholding taxes in respect of the
Restricted Shares, their grant, vesting or otherwise and to take such other
action as may be necessary in the opinion of the Committee to satisfy all
obligations for the payment of such withholding taxes.


 


9.                                       Notices.  Any notification required by the terms of
this Agreement shall be given in writing and shall be deemed effective upon
personal delivery or within three (3) days of deposit with the United
States Postal Service, by registered or certified mail, with postage and fees
prepaid.  A notice shall be addressed to
the Company, Attention: Secretary, at its principal 


 


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executive office and to the
Participant at the address that he or she most recently provided to the
Company.


 


10.                                 Entire
Agreement.  This
Agreement and the Plan shall constitute the entire contract between the parties
hereto with regard to the subject matter hereof.  They supersede any other agreements,
representations or understandings (whether oral or written and whether express
or implied) which relate to the subject matter hereof.


 


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


 


12.                                 Successors and
Assigns.  The provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns and upon the Participant, the Participant’s assigns
and the legal representatives, heirs and legatees of the Participant’s estate,
whether or not any such person shall have become a party to this Agreement and
have agreed in writing to be joined herein and be bound by the terms hereof.


 


13.                                 Choice of Law;
Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT
REGARD TO CONFLICTS OF LAWS.


 


SUBJECT TO THE TERMS OF THIS AGREEMENT, THE PARTIES AGREE THAT ANY AND
ALL ACTIONS ARISING UNDER OR IN RESPECT OF THIS AGREEMENT SHALL BE LITIGATED IN
THE FEDERAL OR STATE COURTS IN DELAWARE. 
BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY IRREVOCABLY
SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR ITSELF, HIMSELF, OR
HERSELF AND IN RESPECT OF ITS, HIS OR HER PROPERTY WITH RESPECT TO SUCH
ACTION.  EACH PARTY AGREES THAT VENUE
WOULD BE PROPER IN ANY OF SUCH COURTS, AND HEREBY WAIVES ANY OBJECTION THAT ANY
SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH
ACTION.


 


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT.


 


14.                                 Restricted
Shares Subject to Plan.  By
entering into this Agreement, the Participant agrees and acknowledges that the
Participant has received and read a copy of the Plan. The Restricted Shares are
subject to the Plan. The terms and provisions of the Plan, as it may be amended
from time to time, are hereby incorporated herein by reference (subject to the
limitation set forth in Section 15 hereof). In the event of a conflict
between any term or provision contained herein and a term or provision of the
Plan, the applicable terms and provisions of the Plan will govern and prevail.
The Participant has had the opportunity to retain counsel, and has read
carefully, and understands, the provisions of the Plan and this Agreement.


 


15.                                 Amendment.  The Committee may amend or alter this
Agreement and the Restricted Shares granted hereunder at any time; provided
that, subject to Articles 11, 12 and 13 of the Plan, no such amendment or
alteration shall be made without the consent of the 


 


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Participant if such action
would materially diminish any of the rights of the Participant under this
Agreement or with respect to the Restricted Shares.


 


16.                                 Section 83(b) Election. In the event
the Participant determines to make an election with the Internal Revenue
Service (the “IRS”) under Section 83(b) of the Code and the
regulations promulgated thereunder (the “83(b) Election”), the Participant
shall provide a copy of such form to the Company promptly following its filing,
which is required under current law to be filed with the IRS no later than
thirty (30) days after the Grant Date of the Restricted Shares. The Participant
is advised to consult with his or her own tax advisors regarding the purchase
and holding of the Restricted Shares, and the Company shall bear no liability
for any consequence of the Participant making an 83(b) Election or failing
to make an 83(b) Election.


 


17.                                 Severability. The provisions of this
Agreement are severable and if any one or more provisions are determined to be
illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.


 


18.                                 Signature in
Counterparts.  This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.


 


[SIGNATURE PAGE
FOLLOWS]


 


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


 


 


	
   

  	
  STR HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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