Exhibit
10.2


 


OCEAN
POWER TECHNOLOGIES, INC.


 


Service
Based - Restricted Stock Agreement and Recipient’s Acceptance


 


	 	Name
    of Recipient:	
	 	Number
    of shares of restricted common stock awarded:	
	 	Grant
    Date:	


 


Ocean
Power Technologies, Inc. (the “Company”) has selected you to receive the restricted stock award described above, which
is subject to the provisions of the Company’s Employment Inducement Incentive Award Plan (the “Plan”), and the
terms and conditions contained in this Restricted Stock Agreement.


 


A
copy of the Plan is attached hereto, for your information.


 


Please
confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of
this Agreement where indicated below and forwarding it to: Ocean Power Technologies, Inc., Attention: CFO, 28 Engelhard Drive,
Monroe Township, NJ 08831.


 


	 	Ocean
    Power Technologies, Inc.
	 	 	 
	 	By:	 
	 	 	Signature
	 	 	 
	 	 	
	 	 	Printed
    Name
	 	 	 
	 	 	
	 	 	Title


 


	Accepted
    and Agreed:	 
	 	 
	 	 
	Signature
    of Recipient	 
	 	 
		 
	Printed
    Name of Recipient	 


 




    	 	 	 



    	 	 	 



    

 





OCEAN
POWER TECHNOLOGIES, INC.


 


Service
Based - Restricted Stock Agreement granted under the Employment Inducement Incentive Award Plan


 


The
terms and conditions of the award of shares of restricted common stock of the Company (the “Restricted Shares”) made
to the Recipient, as set forth on the cover page of this Agreement, are as follows:


 


1.
Issuance of Restricted Shares.


 


(a)
The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement),
as inducement to accept employment with the Company.


 


(b)
The Restricted Shares will initially be issued by the Company in book entry form only, in the name of the Recipient. The Recipient
agrees that the Restricted Shares shall be subject to the forfeiture provisions set forth in Section 3 of this Agreement and the
restrictions on transfer set forth in Section 4 of this Agreement. Following the vesting of any Restricted Shares pursuant to
Section 2 below, the Company shall, if requested by the Recipient, issue and deliver to the Recipient a certificate representing
the vested unrestricted shares of common stock of the Company.


 


2.
Vesting.


 


(a)
Vesting Schedule. Unless otherwise provided in this Agreement or the Plan, the Restricted Shares shall vest in accordance
with the following vesting schedule: 


 


(BASED
ON THE PASSAGE OF TIME OR THE ATTAINMENT OF PERFORMANCE STANDARDS, AS DETERMINED BY THE BOARD OF DIRECTORS) 


 


(b)
Acceleration of Vesting. Notwithstanding the foregoing vesting schedule, all unvested Restricted Shares shall vest effective
immediately prior to or upon (i) a Change in Control Event, (ii) the death or Disability (as defined below) of the Recipient,
or (iii) upon circumstances described in any employment offer letter or agreement with Recipient, and 50% of all unvested Restricted
Shares shall vest effective immediately upon Qualifying Retirement (as defined below) of the Recipient.


 


(c)
Definitions. For purposes of this Agreement:


 


(i)
“Disability” means: (A) if the Recipient’s employment or other service with the Company is subject to the terms
of an employment or other service agreement between the Recipient and the Company, which employment or other service agreement
includes a definition of “Disability”, the term “Disability” as used in this Agreement shall have the
meaning set forth in such employment or other service agreement during the period that such employment or other service agreement
remains in effect; (B) in the absence of such an agreement, the term “Disability” as used in the Company’s long-term
disability plan, if any; or (C) if neither clause (A) nor clause (B) is applicable, a physical or mental infirmity which impairs
the Recipient’s ability to substantially perform his or her duties for a period of 90 consecutive days.


 




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(ii)
A “Qualifying Retirement” means retirement by the Recipient after satisfaction of the conditions in either clause
(A) or clause (B): (A) the Recipient has both (1) attained the age of 55 and (2) completed at least ten years of employment
with the Company; or (B) the sum of the Recipient’s age plus the number of years he or she has been employed by the
Company equals or exceeds 75 years.


 


(iii)
A “Change in Control” has the meaning given such term in the Plan.


 


3.
Forfeiture of Unvested Restricted Shares upon Employment Termination.


 


In
the event that the Recipient ceases to be employed by or provide services to the Company for any reason or no reason, with or
without cause (except as provided in Section 2(b) above), all of the Restricted Shares that are unvested as of the time of such
employment termination shall be forfeited immediately and automatically to the Company, without the payment of any consideration
to the Recipient, effective as of such termination of employment or service relationship. The Recipient shall have no further
rights with respect to any Restricted Shares that are so forfeited. If the Recipient is employed by or provides services to a
subsidiary of the Company, any references in this Agreement to employment or service relationship with the Company shall instead
be deemed to refer to employment or service relationship with such subsidiary.


 


4.
Restrictions on Transfer.


 


The
Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively
“transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that
the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts,
siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”)
or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted
Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and
the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer,
deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions
of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including
pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares
which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted
Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions
of this Agreement.


 




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5.
Restrictive Legends. 


 


All
certificates, if any, representing Restricted Shares that are not vested shall have affixed thereto a legend in substantially
the following form, in addition to any other legends that may be required under applicable law, and the book entry account, if
any, reflecting the issuance of the Restricted Shares in the name of the Recipient shall bear a legend or other notation upon
substantially the following terms:


 


“These
shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in a certain Restricted Stock Agreement
between the corporation and the registered owner of these shares (or his or her predecessor in interest), and such Agreement is
available for inspection without charge at the office of the Secretary of the corporation.”


 


6.
Rights as a Shareholder.


 


Except
as otherwise provided in this Agreement, for so long as the Recipient is the registered owner of the Restricted Shares, the Recipient
shall have all rights as a shareholder with respect to the Restricted Shares, whether vested or unvested, including, without limitation,
any rights to receive dividends and distributions with respect to the Restricted Shares and to vote the Restricted Shares and
act in respect of the Restricted Shares at any meeting of shareholders. Notwithstanding the foregoing, any dividends, whether
in cash, stock or property, declared and paid by the Company with respect to unvested Restricted Shares (“Accrued Dividends”)
shall be paid to the Recipient, without interest, only if and when such Restricted Shares vest.


 


7.
Provisions of the Plan. 


 


This
Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Recipient with this Agreement.


 


8.
Tax Matters. 


 


(a)
Acknowledgments; Section 83(b) Election. The Recipient acknowledges that he or she is responsible for obtaining the advice
of the Recipient’s own tax advisors with respect to the acquisition of the Restricted Shares and the Recipient is relying
solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax
consequences relating to the Restricted Shares. The Recipient understands that the Recipient (and not the Company) shall be responsible
for the Recipient’s tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted
Shares. The Recipient acknowledges that he or she has been informed of the availability of making an election under Section 83(b)
of the Internal Revenue Code, as amended, with respect to the issuance of the Restricted Shares. Following the execution of this
Agreement, the Recipient has thirty (30) days following such execution to file the 83(b) election with the Internal Revenue Service.
A copy of such notification should be delivered to the Company in writing. The recipient shall also notify the Company in writing
if the Recipient has not filed a Section 83(b) election.


 




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(b)
Withholding. The Recipient acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise
due to the Recipient any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting
of the Restricted Shares. Two weeks prior to each date on which Restricted Shares vest, the Company shall deliver written notice
to the Recipient of the estimated amount of withholding taxes due with respect to the vesting of the Restricted Shares that vest
on such date; provided, however, that the total tax withholding cannot exceed the Company’s minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income). The Recipient may satisfy such tax withholding obligations by making a cash payment
to the Company on the date of vesting of the Restricted Shares, in the amount of the Company’s withholding obligation in
connection with the vesting of such Restricted Shares. The Recipient may, at the option of the Recipient and if the Compensation
Committee so approves in advance of the applicable vesting date, satisfy such tax withholding obligations by transferring to the
Company, on each date on which Restricted Shares vest under this Agreement, such number of Restricted Shares that vest on such
date as have a fair market value (calculated using the last reported sale price of the common stock of the Company on the NASDAQ
Stock Market on the trading date immediately prior to such vesting date) equal to the amount of the Company’s tax withholding
obligation in connection with the vesting of such Restricted Shares. To effect such delivery of Restricted Shares, the Recipient
shall deliver a written notice to the Company stating that a specified number of Restricted Shares registered to the Recipient
in book entry form are thereby transferred to the Company. 


 


9.
Miscellaneous.


 


(a)
Authority of Compensation Committee. In making any decisions or taking any actions with respect to the matters covered
by this Agreement, the Compensation Committee of the Company’s Board of Directors shall have all of the authority and discretion,
and shall be subject to all of the protections, provided for in the Plan. All decisions and actions by the Compensation Committee,
as approved by the Board of Directors, with respect to this Agreement shall be made in the Compensation Committee’s discretion
and shall be final and binding on the Recipient.


 


(b)
No Right to Continued Employment. The Recipient acknowledges and agrees that, notwithstanding the fact that the vesting
of the Restricted Shares is contingent upon his or her continued employment by, or service to, the Company, this Agreement does
not constitute an express or implied promise of continued employment or service or confer upon the Recipient any rights with respect
to continued employment by, or service to, the Company.


 


(c)
Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the
State of Delaware without regard to any applicable conflicts of law’s provisions.


 


(d)
Recipient’s Acknowledgments. The Recipient acknowledges that he or she has read this Agreement, has received and
read the Plan, and understands the terms and conditions of this Agreement and the Plan. 


 




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