Exhibit 10.12


 


CURRENT
MEDIA, LLC


 


SHARE AWARD
AGREEMENT


 


This SHARE AWARD AGREEMENT (the “Agreement”)
is entered into as of [Date], by and between CURRENT MEDIA, LLC a Delaware
limited liability company (the “Company”), and Employee Name (the “Executive”).  Capitalized terms not defined herein shall
have the meaning ascribed to them in the First Amended and Restated Operating
Agreement of Current Media, LLC, dated as of May 4, 2004 (the “LLC
Agreement”).


 


1.             Grant of Non-Voting Common Shares.  If Executive is
then employed by the Company, effective January 8, 2007 and subject to the
forfeiture provisions set forth in Section 2, the Company will admit
Executive as a Member and issue to Executive spell out number of shares (XX,XXX)
Non-Voting Common Shares in consideration of services rendered or to be
rendered by Executive to the Company. 
Executive will not be required to make any capital contribution or other
payment of purchase price in exchange therefore, except that the Company shall
be entitled to deduct withholding tax in accordance with Section 4.  Subject to the forfeiture provisions set
forth in Section 2, effective [Date], Executive will (i) be treated as the owner of these
Non-Voting Common Shares; (ii) take into account the distributive share of
Company income, gain, loss, deduction and credit associated with such
Non-Voting Common Shares; and (iii) be entitled to receive any
distributions relating to such Non-Voting Common Shares that are made to the
members of the Company, all in accordance with the terms of the LLC Agreement.


 


2.             Forfeiture/Vesting.  If the employment of Executive with the
Company is terminated for any reason on or after [Date], Executive shall
immediately upon such termination forfeit a portion of the Non-Voting Common
Shares granted under Section 1, above, on the following basis:


 


 


	
  Date that

  Employment is Terminated

  	
   

  	
  Number of

  Non-Voting Common Shares Forfeited

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Prior to [Date]

  	
   

  	
  XX,000

  	
   

  
	
  [Date] - [Date]

  	
   

  	
  XX,000

  	
   

  
	
  [Date] - [Date]

  	
   

  	
  XX,000

  	
   

  
	
  On or after [Date]

  	
   

  	
  0

  	
   

  



 


Notwithstanding
the foregoing, if on or after [Date], Executive’s employment is terminated by
the Company without Cause or Executive resigns for Good Reason, in lieu of the
forfeiture schedule above the number of Non-Voting Common Shares forfeited
immediately upon termination shall be equal to XXX.XX Non-Voting Common Shares
for each full month remaining after the 


 

















 


termination
date and continuing through [Date] and shall be equal to XXX.XX Non-Voting
Common Shares for each full or partial month remaining after the termination
date and continuing through [Date].  The
terms “Cause” and “Good Reason” are defined in Section 7, below.  Certificates for Non-Voting Common Shares
which are subject to forfeiture shall be held by the Company until such shares
become fully vested.  A certificate for
each tranche of Non-Voting Common Shares that have vested shall be issued to
Executive promptly following the date on which such vesting occurs.  For purposes of this Agreement, Non-Voting
Common Shares shall “vest” on the date on which the forfeiture provisions with
respect thereto set forth in this Section 2 have lapsed.


 


3.             Consequences of Forfeiture.  Upon the forfeiture of any Non-Voting Common
Shares pursuant to Section 2, such forfeited Non-Voting Common Shares
shall, without any further action by any party hereto, be treated as no longer
outstanding for any purpose whatsoever and Executive shall not be entitled to
any compensation, distributions or other rights in connection with such
forfeited Non-Voting Common Shares.  It
is the intention of the parties hereto that for US federal income tax purposes
the forfeiture of any Non-Voting Common Shares pursuant to Section 2 shall
result in a deemed sale of such Non-Voting Common Shares to the Company for no
consideration, and that the Capital Account (as defined in the LLC Agreement)
of Executive at the time of such forfeiture shall be reduced by an amount equal
to the portion of such Capital Account attributable to the forfeited Non-Voting
Common Shares.


 


4.             Withholding.  The Company shall be entitled to withhold
from the Executive’s cash compensation such amounts as may be required under
Federal, state and local income tax laws in connection with the award hereunder
and the lapse of the restrictions on the Shares as provided herein.


 


5.             LLC Agreement.  By accepting the award of Non-Voting Common
Shares under this Agreement, Executive hereby waives any right the Executive
may have as a Member of the Company, under the LLC Agreement or otherwise, to
examine or receive a copy of Schedule A of the LLC Agreement or any other
document containing equivalent information concerning the equity interests of
other employees.  Executive further
agrees to execute a signature page of the LLC Agreement (as then in
effect) as a condition to the Executive’s receiving the Non-Voting Common
Shares pursuant to this Agreement.


 


6.             Prohibition on Transfers of
Non-Voting Common Shares Prior to Vesting.  Executive shall not assign, mortgage,
hypothecate, transfer, pledge, encumber, gift, transfer in trust (voting or
other) or otherwise dispose of, or create a security interest in or lien on,
any Non-Voting Common Shares Executive receives under this Agreement prior to
the date on which they vest under Section 2.  No such purported sale, assignment, mortgage,
hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting
or other) or other disposition of, or creation of a security interest in or
lien on, any of such Non-Voting Common Shares by any holder thereof in
violation of this Section 6 will be valid, and the Company will not
transfer any of said Non-Voting Common Shares on its 


 

















 


books
nor will any distributions be paid thereon. 
The foregoing restrictions are in addition to and not in lieu of any
other remedies, legal or equitable, available to enforce said provisions.


 


7.             Definitions.


 


(a)           “Cause” shall include only (1) the
continued failure of Executive to substantially perform Executive’s duties with
the Company (other than any such failure resulting from illness, temporary
absence, legal incapacity or disability) for fifteen (15) days after a demand
for substantial performance is delivered in writing to Executive by the Company
that specifically identifies the manner in which Executive has not
substantially performed the Executive’s duties; (2) Executive’s continued
failure to follow reasonable and lawful directives (consistent with the terms
of Executive’s employment) of the CEO of the Company after a demand for
Executive to follow such directives is delivered in writing to Executive by the
Company that specifically identifies the manner in which Executive has not
followed such directives; (3) the engaging by Executive in willful,
reckless or grossly negligent misconduct in connection with the Executive’s
employment, unless Executive immediately ceases such misconduct and remedies
the adverse effect of such misconduct within thirty (30) days, after a demand
to cease engaging in such misconduct is delivered in writing to Executive by
Company that specifically identifies such misconduct; (4) Executive’s
conviction of an offense or plea of guilty or nolo contendre to a charge
involving moral turpitude or a felony; or (5) the material breach by
Executive of any material term of the Executive’s employment and the failure to
cure such breach within fifteen (15) days of delivery of a written notice to
Executive by the Company that specifically identifies the breach.


 


(b)           “Good Reason” shall include (1) a
substantial and adverse change in Executive’s status or position with the
Company as the same existed on the commencement of the term of the Executive’s
employment that is not cured within thirty (30) days after written notice
thereof to the Company from Executive; (2) a reduction (other than for
Cause) by the Company of Executive’s aggregate compensation under the terms of
the Executive’s employment as in effect on the commencement of Executive’s
employment with the Company or as in effect thereafter if such compensation has
been increased, unless such reduction is restated retroactively not later than
thirty (30) days after written notice thereof to the Company from Executive; (3) any
material breach by the Company of any material provision of the terms of
Executive’s employment that is not cured within thirty (30) days after written
notice thereof to the Company from Executive; (4) any material breach of
the Company’s obligations, covenants, representations or warranties under this
Agreement, including the failure to grant the Non-Voting Common Shares as and
when required under Section 1.


 


8.             Governing Law.  This Agreement and any disputes or claims
arising hereunder shall be construed in accordance with, governed by and
enforced under the laws of the State of California without regard for any rules of
conflicts of law.


 

















 


9.             Survival of Terms.  This Agreement shall apply to and bind
Executive and the Company and their respective permitted assignees and
transferees, heirs, legatees, executors, administrators and legal successors.


 


10.           Executive Representations.


 


(a)           Executive has reviewed with
the Executive’s own tax advisors all of the tax consequences of the
transactions contemplated by this Agreement. 
Executive is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents.


 


(b)           Executive understands and
acknowledges that the Non-Voting Common Shares granted pursuant to this
Agreement cannot be sold or transferred without the prior written consent of
the Company and in compliance with such other restrictions set forth in the LLC
Agreement.


 


(c)           Executive has no need for
liquidity in the Executive’s investment in the Non-Voting Common Shares granted
pursuant to this Agreement and has all requisite legal capacity to acquire and
hold such Non-Voting Common Shares and to execute, deliver and comply with the
provisions of this Agreement and the LLC Agreement.


 


(d)           Executive hereby
acknowledges receipt of a copy of this Agreement.  Executive has read and understands the terms
and provisions thereof, and agrees to accept the Non-Voting Common Shares
subject to all the terms and conditions of this Agreement and the LLC
Agreement.  Executive hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Company upon any questions arising under this Agreement.


 

















 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the day and year first above
written.


 


	
   

  	
  CURRENT MEDIA, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joel Hyatt

  	
   

  
	
   

  	
  Name:

  	
  Joel Hyatt

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Employee Name