d893844_ex4-6.htm


    EXHIBIT
4.6

    


    FORM OF
RESTRICTED STOCK AWARD AGREEMENT

    
      	
              
                 

              

            


    

    


     

    EUROSEAS
LTD.

    RESTRICTED
STOCK AWARD AGREEMENT

     

    


     

    THIS
RESTRICTED STOCK AWARD AGREEMENT UNDER THE EUROSEAS LTD. 2007 EQUITY INCENTIVE
PLAN, dated as of [INSERT DATE], 20__ (the “Grant Date”), is made by and between
Euroseas Ltd. (the “Company”) and [INSERT GRANTEE’S NAME] (the
“Grantee”).

     

    This
Restricted Stock Award Agreement (this “Award Agreement”) sets forth the terms
and conditions of an award of [INSERT NUMBER] shares (the “Award”) of the
Company’s common stock, par value $0.03 per share (“Shares”), that are subject
to certain restrictions on transfer and risks of forfeiture and other terms and
conditions specified herein (“Restricted Shares”) and that are granted to the
Grantee under the Euroseas Ltd. 2007 Equity Incentive Plan (the
“Plan”).

     

    THIS
AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD
AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE
OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

     

    SECTION
1.  Definitions. 
Capitalized terms used in this Award Agreement that are not defined in this
Award Agreement have the meanings as used or defined in the Plan.

     

    SECTION
2.  The
Plan.  This Award is made pursuant to the Plan, the terms of which
are incorporated herein by reference, and in all respects shall be interpreted
in accordance with the Plan.  The grant and terms of this Award are subject
to the provisions of the Plan and to interpretations, regulations and
determinations concerning the Plan established from time to time by the
Administrator in accordance with the provisions of the Plan, including, but not
limited to, provisions pertaining to (a) rights and obligations with
respect to withholding taxes, (b) the registration, qualification or
listing of the Company’s shares, (c) capital or other changes of the
Company and (d) other requirements of applicable law.  The
Administrator shall have the authority to interpret and construe this Award
pursuant to the terms of the Plan, and its decisions shall be conclusive as to
any questions arising hereunder.

     

    SECTION
3.  Vesting and
Delivery.  (a)  Vesting.  The
Restricted Shares shall become vested, and the restrictions set forth in this
Award Agreement shall lapse, with respect to:

     

    (i)           50%
of the Shares covered by this Award on December 20, 2007; and

     

    (ii)           50%
of the Shares covered by this Award on December 15, 2008;

     

    all
conditioned upon the Grantee’s continued service as a Key Person from the date
of this Award Agreement through the applicable vesting date.

     

    (b) 
Delivery of
Shares.  On or promptly following the date of the Grantee’s delivery
of an executed copy of this Award Agreement to the Company in accordance with
Sections 8 and 13 below, the Company shall issue, either in certificated or
book-entry form,  Restricted Shares which shall be

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    registered
in the Grantee’s name.  The Company may hold such Restricted Shares in
escrow or may require that the Grantee deposit such Restricted Shares (together
with a stock power endorsed in blank) with the Company or such other custodian
as may be designated by the Administrator or the Company, including a transfer
agent, and shall be held by the Company or other custodian, as applicable, until
such time, if any, as the Grantee’s rights with respect to such Restricted
Shares become vested.  The Company shall serve as attorney-in-fact for
the Grantee until the Restricted Shares become vested with full power and
authority in the Grantee’s name to assign and convey to the Company any
Restricted Shares held by the Company or other custodian for such Grantee if the
Grantee forfeits the shares under the terms of the Plan or this Award
Agreement.  Upon the vesting of the Grantee’s rights with respect to
such Restricted Shares, the Company or other custodian, as applicable, will
deliver such Restricted Shares, in the form of certificates or such other form
as the Company may choose including through the DWAC system or the deposit
thereof with a broker, to the Grantee or the Grantee’s legal
representative.

     

    SECTION
4.  Forfeiture of
Restricted Shares.  If the Grantee’s rights with respect to any
Restricted Shares awarded to the Grantee pursuant to this Award Agreement have
not become vested prior to the date of Grantee’s termination of service as a Key
Person for any reason (including death), the Grantee’s rights with respect to
such Restricted Shares shall immediately terminate, and the Grantee will be
entitled to no further payments or benefits with respect thereto, and all
dividends paid on such Restricted Shares that have not theretofore been directly
remitted to the Grantee shall also shall be forfeited, whether by termination of
any escrow arrangement under which such dividends are held or
otherwise.

     

    SECTION
5.  Voting
Rights; Dividends.  Prior to the vesting of the Restricted Shares,
the Grantee shall not have the right to vote any Restricted Shares or to
exercise any rights, powers or privileges of a holder with respect to such
Restricted Shares, other than as set out in this Section.  Subject to
a forfeiture of any Restricted Shares pursuant to Section 4 above and subject to
the terms of the Plan and this Award Agreement (including Sections 3 and 6
hereof), the Grantee shall have the right to have dividends accrue on such
Restricted Shares; provided, however, that any dividends, whether paid in shares
or cash, with respect to the Restricted Shares which have not vested at the time
of the dividend payment, shall be held in the custody of the Company or other
custodian and shall be subject to the same restrictions that apply to the
corresponding Restricted Shares.

     

    SECTION
6.  Non-Transferability of
Restricted Shares.  Unless otherwise provided by the Administrator
in its discretion, Restricted Shares may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of.  Any purported sale,
assignment, transfer, pledge or other encumbrance or disposition of Restricted
Shares in violation of the provisions of this Section 6 or the Plan, including
Sections 2.7 and 3.3 thereof, shall be void.  This Award Agreement
shall be binding upon and inure to the benefit of the parties hereto and the
successors and assigns of the Company.

     

    SECTION
7.  Taxes.
 The delivery of Share certificates pursuant to Section 3(b) above is
conditioned on satisfaction of any applicable withholding taxes in accordance
with Section 3.4 of the Plan and this Award is in all respects subject to all
provisions of Sections 3.4 (i.e., regarding tax withholding and other
provisions regarding taxes) and 3.14 (regarding required notifications if the
Grantee makes an election under Section 83(b) of the Code) of the Plan. 
Notwithstanding anything to the contrary contained in the Plan or in this Award
Agreement, to the extent that the Administrator determines that the Plan or this
Award is subject to Section 409A of the Code and fails to comply with the
requirements of Section 409A of the Code, the Administrator reserves the right
to amend the Plan and/or amend, restructure or replace the Award in order to
cause the Award to either not be subject to Section 409A of the Code or to
comply with the applicable provisions of such section.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SECTION
8.  Consents,
Stop Transfer Orders and Legends.  (a)  Consents.  The
Grantee’s rights in respect of the Restricted Shares are conditioned on the
receipt to the full satisfaction of the Administrator of (i) any required
consents that the Administrator may determine to be necessary or advisable
(including, without limitation, the Grantee’s consenting to the Company’s
supplying to any third-party recordkeeper of the Plan such personal information
as the Administrator deems advisable to administer the Plan), and (ii) the
Grantee’s making or entering into such written representations, warranties and
agreements in connection with the acquisition of any Shares pursuant to this
Award as the Administrator may request in order to comply with applicable
securities laws or this Award (including, without limitation, the Grantee’s
representing in writing to the Company (A) that it is the Grantee’s
intention to acquire the Shares under this Award Agreement for investment and
not with a view to the distribution thereof, (B) that the Grantee shall comply
with such restrictions on the subsequent transfer of such Shares as the Company
or the Administrator shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof and (C) the
Grantee’s acknowledgment that all Share certificates delivered under this Award
Agreement shall be subject to such stop transfer orders and other restrictions
as the Company or the Administrator may deem advisable under the Plan, this
Award Agreement or the rules, regulations and other requirements of the SEC, any
stock exchange upon which such Shares are listed, and any applicable securities
or other laws, and that certificates representing Shares may contain a legend to
reflect any such restrictions).

     

    (b)  Stop Transfer Orders and
Legends.  The Company may affix to certificates for Shares issued
pursuant to this Award Agreement, or may include in its issuance instructions if
such Shares are held in book entry form as set forth in Section 3(b) hereof, any
legend or other restrictions that the Administrator determines to be necessary
or advisable (including to reflect any restrictions to which the Grantee may be
subject under any applicable securities laws and/or with respect to
non-transferability pursuant to this Award Agreement).  The Company
may advise the transfer agent to place a stop order against any legended Shares
or similar Shares held in book entry form.  Unless otherwise
determined by the Administrator, any certificate or certificates representing
the Restricted Shares shall bear the following restrictive legend:

     

    THE
SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE
SKY LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE
EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.

     

    THE
SHARES OF COMMON STOCK REPRESENTED HEREBY ARE ISSUED PURSANT TO THE COMPANY’S
2007 EQUITY INCENTIVE PLAN AND ARE SUBJECT TO RESTRICTIONS, LIMITATIONS AND
PROVISIONS SET FORTH IN THE APPLICABLE RESTRICTED STOCK AWARD AGREEMENT,
INCLUDING THE VESTING SCHEDULE SET FORTH THEREIN.

     

    SECTION
9.  Changes in
Capital Structure/Other Significant Events.  This Award may be
subject to adjustment in the event of certain changes in capitalization or other
significant corporate events, as more fully set forth in Sections 1.5 and
3.5 of the Plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SECTION
10.  Governing
Law.  This Award Agreement will be construed and administered
in accordance with the laws of the State of New York, without giving effect to
the principles of conflict of laws.

     

    SECTION
11.  Headings.
 Headings contained herein are for the purpose of convenience only and
shall not be deemed in any way material or relevant to the construction or
interpretation of this Award Agreement.

     

    SECTION
12.  Amendment
and Termination of the Plan/Award.  The Plan and/or this Award
may be amended, cancelled or terminated in accordance with the terms of Section
3.1 of the Plan.  No amendment to this Award Agreement shall be
effective unless in writing and executed by the Company, provided that no
amendment to the Plan or this Award shall materially impair any rights or
materially increase any obligations under this Award without the written consent
of the Grantee.  The Administrator, in its sole discretion, may, in
accordance with the terms of the Plan, accelerate the vesting of all or any
portion of the Restricted Shares at such time and under such circumstances as
the Administrator deems appropriate.

     

    SECTION
13.  Required
Execution by Grantee; Counterparts.  This Award shall expire if this
Award Agreement is not signed by the Grantee and returned to the Company within
five business days of receipt of an executed copy from the
Company.  This Award 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
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    IN WITNESS WHEREOF, the
parties hereto have caused this Award Agreement to be duly executed by the
undersigned as of the date set forth below.

     

    


     

    
      	 
      	
              EUROSEAS
      LTD.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
               Date:__________________

            	
              By:

            	 
      	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              Accepted
      and Agreed:

            
	 
      	 
      
	 
      	 
      
	
              Date:___________________

            	 
      	 
      
	 
      	
              [INSERT
      GRANTEE’S NAME]

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


     

    


     

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