ex10_27.htm


    
      

    

    Exibit
      10.26

     

    POWER
      OF THE DREAM VENTURES, INC.


     

    RESTRICTED
      STOCK AGREEMENT

     

    This
      Restricted Stock Agreement (this “Agreement”) is entered into as of the ____ day
      of ________, 2007, by and between Power of the Dream Ventures, Inc., a Delaware
      corporation (“Company”), and ____________________ (“Grantee”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company has determined to grant restricted shares of its common stock,
      par
      value $0.0001 per share (the “Common Stock”) to Grantee, subject to the Grantee
      agreeing to the terms and provisions of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants herein
      contained and other good and valuable consideration, the parties hereto hereby
      agree as follows:

     

    1.           Grant.  Contemporaneously
      herewith, the Company has issued _______ restricted shares of the Common Stock
      (such shares hereinafter being referred to as the “Restricted Stock”),
      registered in the name of Grantee, subject to the terms, restrictions and
      provisions of this Agreement.  This grant of Restricted Stock has not
      been made pursuant to any of the Company’s existing benefit or incentive
      plans.

     

    2.           Treatment
      During Restricted Period.

     

    a.      Certificates.  Each
      certificate representing shares of Restricted Stock shall be registered in
      the
      name of Grantee and held, together with a stock power endorsed in blank, by
      the
      Company, subject to the provisions hereof.  Each certificate of
      Restricted Stock shall bear a legend reflecting the limitation of
      transferability, the risk of forfeiture and other restrictions under this
      Agreement and applicable securities law restrictions.

     

    b.      Restrictions
      Applicable Prior to Vesting.  Until they vest, the shares of
      Restricted Stock shall be subject to the following restrictions:

     

    i)           Nontransferability.  Except
      as otherwise required by law, the shares of Restricted Stock that have not
      vested may not be sold, assigned, exchanged, transferred, pledged, hypothecated
      or otherwise disposed of, except to the Company as provided herein.

     

    ii)           Dividends
      and Distributions. Any cash dividends or other distributions in respect of
      the
      shares of Restricted Stock, including, but not limited to, shares received
      as a
      result of a stock dividend, stock split, combination of shares or otherwise,
      shall be retained by the Company and either delivered together with the
      applicable shares in accordance with Section 2(e) hereof or forfeited together
      with the applicable shares in accordance with Section 2(c) hereof.

     

    iii)           [Other
      Restrictions.  The Board may impose such other restrictions on the
      Restricted Stock as it may deem advisable.]

     

    c.      Forfeiture.  In
      the event that Grantee’s relationship with the Company terminates prior to an
      event which results in the vesting of all of the shares of Restricted Stock,
      any
      unvested shares of Restricted Stock shall be forfeited to the Company on the
      date that the Grantee’s relationship with the Company
      terminates.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    d.      Vesting;
      Termination of Restricted Period.

     

    i)           The
      shares of Restricted Stock shall no longer be subject to the forfeiture
      provisions of Section 2(c) (i.e., the shares shall vest), based on the following
      schedule, provided that the Grantee has continued a relationship with the
      Company through such vesting date:

     

    (1)           25%
      of the shares of Restricted Stock will vest on ______________,
      200___;

     

    (2)           25%
      of the shares of Restricted Stock will vest on ______________,
      200___;

     

    (3)           25%
      of the shares of Restricted Stock will vest on ______________, 200___;
      and

     

    (4)           25%
      of the shares of Restricted Stock will vest on ______________,
      200___.

     

    ii)           In
      the event that the shares of Restricted Stock have not vested in full and have
      not been forfeited pursuant to Section 2(c), any unvested shares of Restricted
      Stock will be deemed to have been vested in full on the date that:

     

    (1)           there
      is a Change in Control.  For the purposes of this Agreement, a “Change
      of Control” means, with respect to the Company (x) a sale, lease, exchange or
      other transfer, of all or substantially all of the Company’s assets, (y) a
      merger in which the Company is not the surviving entity (other than a
      transaction whereby the stockholders of the Company before such transaction
      are
      in control of the Company after the transaction), or (z) a sale of all or
      substantially all of the Company’s then outstanding voting stock, in all such
      cases in one or a series of related transactions;

     

    (2)           the
      Company terminates the Grantee’s relationship with the Company or the Grantee
      voluntarily terminates his or her relationship with the Company at the request
      of the Company, provided that such termination or request for termination is
      not
      made for Cause. For purposes of this Agreement, “Cause” means that the Grantee
      has (i) committed gross negligence in connection with his or her duties or
      otherwise with respect to the business and affairs of the Company, which gross
      negligence has a material adverse effect on the business of the Company or
      the
      Grantee’s ability to perform his or her duties; (ii) committed fraud in
      connection with Grantee’s duties or otherwise with respect to the business and
      affairs of the Company; (iii) engaged in “willful misconduct” with respect to
      the business and affairs of the Company  (i.e. misconduct committed
      with actual knowledge that the actions violate legal directions and instructions
      of senior management or the Board); (iv) materially breached the terms of this
      Agreement or any policy or procedure of the Company; or (v) been found by a
      court of competent jurisdiction to have committed or pled guilty to an unlawful
      act whether or not related to the business of the Company if the commission
      of
      such act has a material adverse effect either on (a) the Grantee’s ability to
      perform his or her duties or (b) the reputation and goodwill of the
      Company.


    
      
        
        

      

      
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    e.      Delivery
      following Vesting.  Promptly after they become vested, the
      Company shall deliver to Grantee (or Grantee’s legal representative) the shares
      of vested Restricted Stock in certificate form, with appropriate securities
      act
      legends; provided, however, that the Company need not deliver such shares to
      Grantee until Grantee has paid or caused to be paid all taxes required to be
      withheld pursuant to Section 3 hereof.

     

    3.           Withholding.  The
      Company may withhold any taxes resulting from this Agreement that the Company
      determines it is required to withhold under the laws and regulations of any
      governmental authority, whether federal, state or local and whether domestic
      or
      foreign.  Subject to applicable legal requirements, Grantee will be
      required to satisfy such withholding requirements by (i) delivery to the Company
      of a certified check prior to the delivery of shares of Restricted Stock which
      are vested pursuant to Section 2, or (ii) any other method acceptable to the
      Board of Directors of the Company.

     

    THE
      GRANTEE ACKNOWLEDGES THAT THE GRANTEE IS RESPONSIBLE FOR, AND IS ADVISED TO
      CONSULT WITH THE GRANTEE’S OWN TAX ADVISORS REGARDING, THE TAX CONSEQUENCES TO
      THE GRANTEE THAT MAY ARISE IN CONNECTION WITH THE RESTRICTED STOCK, INCLUDING
      THE DECISION TO MAKE AND TIMELY FILE, AND THE CONSEQUENCES OF, ANY ELECTION
      UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE
      GRANTEE ALSO SHALL TIMELY DELIVER A COPY OF ANY SUCH SECTION 83(B) FILING TO
      THE
      COMPANY.

     

    4.           Rights
      as Stockholder. Notwithstanding the foregoing vesting and transfer
      restrictions that apply to the Restricted Stock, but subject to the terms of
      this Agreement, the Grantee generally shall otherwise have the beneficial
      ownership of the Restricted Stock and shall be entitled to exercise the rights
      and privileges of a stockholder with respect to the Restricted Stock, including
      the right to vote such shares.

     

    5.           Section
      409A Compliance.  All payments of “nonqualified deferred
      compensation” (within the meaning of Section 409A of the Internal Revenue Code
      of 1986, as amended (“Code”)) are intended to comply with the requirements of
      Code Section 409A, and shall be interpreted in accordance
      therewith.  Neither party individually or in combination may
      accelerate any such deferred payment, except in compliance with Code Section
      409A, and no amount shall be paid prior to the earliest date on which it is
      permitted to be paid under Code Section 409A.  In the event that the
      Grantee is determined to be a “key employee” (as defined in Code Section 416(i)
      (without regard to paragraph (5) thereof)) of the Company at a time when its
      stock is deemed to be publicly traded on an established securities market,
      payments determined to be “nonqualified deferred compensation” payable following
      termination of employment shall be made no earlier than the earlier of (i)
      the
      last day of the sixth (6th) complete calendar month following such termination
      of employment, or (ii) the Grantee’s death, consistent with the provisions of
      Code Section 409A.  Unless otherwise expressly provided, any payment
      of compensation by Company to the Grantee, whether pursuant to this Agreement
      or
      otherwise, shall be made within two and one-half months (21⁄2 months) after the
      end of the calendar year in which the Grantee’s right to such payment vests
      (i.e., is not subject to a substantial risk of forfeiture for purposes
      of Code Section 409A).  Notwithstanding anything herein to the
      contrary, no amendment may be made to this Agreement if it would cause the
      Agreement or any payment hereunder not to be in compliance with Code Section
      409A.


    
      
        
        

      

      
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    6.           Rule
      144.  For purposes of Rule 144 under the Securities Act of 1933,
      the holding period for the shares of Restricted Stock will not commence until
      the date that the shares of Restricted Stock vest pursuant to the terms of
      this
      Agreement.  As of the date of this Agreement, a holder of Restricted
      Stock may not sell such Restricted Stock pursuant to Rule 144 until the Grantee
      has been deemed to hold the Restricted Stock for at least one year.

     

    7.           Registration
      Rights.  If (and on each occasion that) the Company proposes to
      register any of its securities under the Securities Act for the account of
      any
      of its stockholders (other than pursuant to a Form S-4 or Form S-8 or comparable
      form and other than pursuant to a demand registration right granted to other
      persons to the extent that such rights prohibit the Company from including
      securities of any other person in such registration statement) (each such
      registration not withdrawn or abandoned prior to the effective date thereof
      being herein called a “Piggyback Registration”), the Company will give written
      notice to the Grantee of such proposal or registration requirement, as
      applicable, not later than the tenth day prior to the filing of a registration
      statement with the SEC. For the purposes of this Agreement, the term
“Registrable Securities” means the Restricted Stock.

     

    The
      Company will be obligated and required to include in each Piggyback Registration
      all Registrable Securities with respect to which the Company shall receive
      from
      the Grantee, within 5 days after the date on which the Company has given written
      notice of such Piggyback Registration to the Grantee, a written request for
      inclusion in such Piggyback Registration.  The Grantee is permitted to
      withdraw all or any part of the Registrable Securities from any Piggyback
      Registration at any time prior to the effective date of such Piggyback
      Registration.  The Company has the right to terminate or withdraw any
      registration initiated by it prior to the effectiveness of such registration
      whether or not the Grantee has elected to include shares of Restricted Stock
      in
      such registration.

     

    8.           Notices.  Any
      notices or other communications required or permitted to be given pursuant
      to
      this Agreement shall be in writing and shall be deemed given: (i) upon delivery,
      if by hand; (ii) after two (2) business days if sent by express mail or air
      courier; (iii) four (4) business days after being mailed (seven (7) business
      days for international mailings), if sent by registered or certified mail,
      postage prepaid, return receipt requested; or (iv) upon transmission, if sent
      by
      facsimile (provided that a confirmation copy is sent in the manner provided
      in
      clause (ii) or clause (iii) of this Paragraph 10 within thirty-six (36) hours
      after such transmission), except that if notice is received by facsimile after
      5:00 p.m. on a business day at the place of receipt, it shall be effective
      as of
      the following business day.  All communications hereunder shall be
      delivered to the respective parties at the following addresses:

     

    If
      to
      Company, to it at:

     

    Power
      of
      the Dream Ventures, Inc.

    1095
      Budapest

    Soroksari
      ut 94-96

    Hungary

    Attention:
      Board of Directors

     

    with
      a
      copy to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attention:
      Lloyd L. Rothenberg, Esq.


    
      
        
        

      

      
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    If
      to
      Grantee, to him at his last known mailing address specified in the Company’s
      records.

     

    or
      to
      such other address as either party hereto shall specify by notice in writing
      to
      the other party in accordance with this Section.

     

    9.           Governing
      Law/Jurisdiction.  This Agreement shall be governed by and
      construed in accordance with the law of the State of New York, regardless of
      the
      law that might otherwise govern under applicable principles of conflicts of
      laws
      thereof.  The parties hereto hereby irrevocably consent to the
      exclusive jurisdiction of the state or federal courts sitting in New York
      County, State of New York, in connection with any controversy or claim arising
      out of or relating to this Agreement, or the negotiation or breach thereof,
      and
      hereby waive any claim or defense that such forum is inconvenient or otherwise
      improper.  Each party hereby agrees that any such court shall have in
      personam jurisdiction over it and consents to service of process in any matter
      authorized by New York law.

     

    10.           Severability.  Whenever
      possible, each provision or portion of any provision of this Agreement shall
      be
      interpreted in such manner as to be effective and valid under applicable law,
      but if any provision or portion of any provision of this Agreement is found
      to
      be invalid or unenforceable in any respect under any applicable law or rule
      in
      any jurisdiction, such finding or construction shall not affect the remainder
      of
      the provisions of this Agreement, which shall be given full force and effect
      without regard to the invalid or unenforceable provision, and such invalid
      or
      unenforceable provision shall be modified automatically to the least extent
      possible in order to render such provision valid and enforceable, but only
      if
      the provision as so modified remains consistent with the parties’ original
      intent.

     

    11.           No
      Right to Continue Relationship.  Nothing herein contained shall
      restrict in any way the right of the Company to terminate Grantee’s relationship
      with the Company at any time, with or without cause.  As used
      throughout this Agreement, the term “relationship” includes a relationship of
      employee, director or consultant with or to the Company, a subsidiary of the
      Company or an affiliate of the Company.

     

    12.           Board
      Determinations.  In the event that any question or controversy
      shall arise with respect to the nature, scope or extent of any one or more
      rights conferred by this Agreement, the determination by the Board (or the
      Committee established by the Board to administer compensation awards) of the
      rights of Grantee shall be conclusive, final and binding upon Grantee and upon
      any other person who shall assert any right pursuant to this
      Agreement.

     

    13.           Assignment.  Subject
      to the transfer restrictions applicable to the Grantee hereunder and other
      conditions hereof, this Agreement shall be binding upon and inure to the benefit
      of the successors and assigns of the Company and the Grantee’s heirs, executors,
      administrators, personal representatives, and assigns.

     

    14.           Counterparts.  This
      Agreement may be executed in two counterparts, each of which shall be an
      original, but both of which together shall constitute one and the same
      agreement.

     

    
      
        
        

      

      
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      IN
        WITNESS WHEREOF, the Company and Grantee have entered into this Agreement
        as of
        the grant date specified above.

       

    

    
      	 	
              POWER
                OF THE DREAM VENTURES, INC.

            
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	
              GRANTEE:

            
	 	
               

            
	 	
              Name:

            


    

     

    


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