Exhibit
10.2
 
 RESTRICTED
STOCK AWARD AGREEMENT
 
 THIS RESTRICTED STOCK AWARD
AGREEMENT (this “Agreement”) is
entered into this 3rd day of August, 2010 (the “Grant Date”), by and
between LIQUIDMETAL
TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and THOMAS STEIPP, an individual
residing in the State of California (the “Participant”).
 
 RECITALS
  WHEREAS, the Company is a
Delaware corporation with authorized capital stock as follows:
  300,000,000
      shares of common stock with par value $0.001 (the “Common Stock”);
      and
 10,000,000
      shares of preferred stock with par value
$0.001
  WHEREAS, the Company and the
Participant entered into that certain Employment Agreement dated as of August 3,
2010 (the “Employment
Agreement”), whereby the Participant shall serve as President and Chief
Executive Officer of the Company; and
  WHEREAS, in connection with
the Employment Agreement, the Company desires to grant 6,000,000 shares of
restricted Common Stock (the “Restricted Shares”)
to the Participant.
  NOW, THEREFORE, in
consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
  1.           Grant of
Restricted Shares.  The Company hereby grants to the
Participant the Restricted Shares, subject to the terms and conditions of this
Agreement.
  2.           Vesting.
  a.           Subject
to Section 2(c) hereinbelow, the Restricted Shares will vest in twenty percent
(20%) increments on each of the first five (5) anniversaries of the Grant Date,
provided that the Participant is continuously employed by the Company from the
Grant Date through the applicable vesting date.
  b.           If
the Participant’s employment with the Company terminates for any reason, other
than those reasons provided in Section 2(c) hereinbelow, before the date that
the Restricted Shares are vested, the shares that have not yet vested as of the
date of such termination will immediately be forfeited as of the date of such
termination.
  c.           Notwithstanding
Section 2(b) hereinabove, in the event that the Participant’s employment with
the Company terminates due to either (i) the death of the Participant, (ii) the
Participant’s Termination By Company Without Cause (as defined in Section 5(c)
of the Employment Agreement), or (iii) the Termination by Employee Upon Change
in Control (as defined in Section 5(e) of the Employment Agreement; provided,
however, that the Participant provides the Employee Termination Notice, as
defined in the Employment Agreement, within the required time period), the
Restricted Shares shall immediately vest as of the date of the Participant’s
death or the termination of the Participant’s employment with the Company as a
result of either subsection (ii) or (iii) of this Section 2(c).
  
 3.           Issuance
of Certificates/Escrow.
  a.           The
Company will issue in the Participant’s name certificate(s) evidencing the
Restricted Shares as soon as practicable following the Participant’s execution
of this Agreement.  In addition to any other legends placed on the
certificate(s), such certificate(s) will bear the following legend:
  “The sale
or other transfer of the shares of common stock represented by this certificate,
whether voluntary or by operation of law, is subject to restrictions set forth
in the Restricted Stock Award Agreement, dated as of August 3, 2010, by and
between Liquidmetal Technologies, Inc. and the registered owner
hereof.  A copy of such agreement may be obtained from the Secretary
of Liquidmetal Technologies, , Inc.”
  b.           Upon
the vesting of the Restricted Shares, the Participant will be entitled to a new
certificate for the shares that have vested, without the foregoing legend, upon
making a request for such certificate to the Secretary of the
Company.
  c.           The
certificates representing the Restricted Shares will be held in escrow by the
Company, as escrow agent.  The Company will give the Participant a
receipt for the Restricted Shares held in escrow that will state that the
Company holds such shares in escrow for the Participant’s account, subject to
the terms of this Agreement, and the Participant will give the Company a stock
power for such Restricted Shares duly endorsed in blank which will be used in
the event such any of shares are forfeited in whole or in part.  As
soon as practicable after the vesting date, the Restricted Shares will cease to
be held in escrow, and certificate(s) for such number of shares of Restricted
Shares will be delivered to the Participant or, in the case of the Participant’s
death, to the Participant’s estate.
  4.           Status of
Participant.  This Agreement shall confer upon the Participant
any right to continue in the employ of the Company, nor to interfere in any way
with the right of the Company to terminate the employment of the Participant at
any time.
  5.           Nontransferability.  The
Participant may not sell, transfer, assign, pledge, alienate, or hypothecate any
of the Participant’s Restricted Shares until they are vested, other than as set
forth herein and any such attempted sale, transfer, assignment, pledge,
alienation, or hypothecation will be null and void.
  6.           Voting
and Dividends.  The Participant may exercise full voting rights
and will receive all dividends and other distributions paid with respect to the
Restricted Shares, whether or not vested, in each case so long as the applicable
record date occurs before any forfeiture of such shares.  If, however,
any such dividends or distributions are paid in shares of Company capital stock,
such shares will be subject to the same risk of forfeiture, restrictions on
transferability and other terms of this Agreement as is the Restricted Shares
with respect to which they were paid.
  2
 7.           Market
Stand-Off.  In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act of 1933, as amended, including the
Company’s initial public offering, the Participant shall not directly or
indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant
or sell any option or other contract for the purchase of, purchase any option or
other contract for the sale of, or otherwise dispose of or transfer or agree to
engage in any of the foregoing transactions with respect to, any Restricted
Shares acquired under this Agreement without the prior written consent of the
Company and the Company’s underwriters.  Such restriction shall be in
effect for such period of time following the date of the final prospectus for
the offering as may be requested by the Company or such
underwriters.  In no event, however, shall such period exceed one
hundred eighty (180) days.
  8.           Tax
Matters.
  a.           The
Participant (and not the Company) shall be responsible for the Participant’s
federal, state, local or foreign tax liability and any of the Participant’s
other tax consequences that may arise as a result of the transactions
contemplated by this Agreement.  The Participant shall rely solely on
the determinations of the Participant’s tax advisors or the Participant’s own
determinations, and not on any statements or representations by the Company or
any of its agents, with regard to all such tax matters.  The
acquisition of the Restricted Shares may result in adverse tax consequences that
may be avoided or mitigated by filing an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended (the “Code”).  Such
election may be filed only within thirty (30) days after the date of this
Agreement.  The
Participant should consult with a tax advisor to determine the tax consequences
of acquiring the Restricted Shares and the advantages and disadvantages of
filing the Code Section 83(b) election.  The Participant acknowledges
that it is the Participant’s sole responsibility, and not the Company’s, to file
a timely election under Section 83(b) of the Code, even if the Participant
requests the Company or its representatives make this filing on the
Participant’s behalf.  Attached a form 83(b) election as Exhibit A for
convenience.
  b.           To
the extent that the receipt of the Restricted Shares or the vesting of the
Restricted Shares results in income to the Participant for federal, state or
local income tax purposes, the Participant shall deliver to the Company at the
time the Company is obligated to withhold taxes in connection with such receipt
or vesting, as the case may be, such amount as the Company requires to meet its
withholding obligation under applicable tax laws or regulations, and if the
Participant fails to do so, the Company has the right and authority to deduct or
withhold from other compensation payable to the Participant an amount sufficient
to satisfy its withholding obligations.  If the Participant does not
make an election under Code Section 83(b) in connection with this Award, the
Participant may satisfy the withholding requirement, in whole or in part, by
electing to have the Company withhold for its own account that number of
Restricted Shares otherwise deliverable to the Participant from escrow hereunder
on the date the tax is to be determined having an aggregate Fair Market Value on
the date the tax is to be determined equal to the minimum statutory total tax
that the Company must withhold in connection with the vesting of such Restricted
Shares.  The Participant’s election must be irrevocable, in writing,
and submitted to the Secretary of the Company before the applicable vesting
date.  The Fair Market Value of any fractional Restricted Shares not
used to satisfy the withholding obligation (as determined on the date the tax is
determined) will be paid to the Participant in cash.
  3
 9.           Miscellaneous.
  a.           Each
party to this Agreement (a) consents to the personal jurisdiction of the state
and federal courts having jurisdiction in Orange County, California, (b)
stipulates that the proper, exclusive, and convenient venue for any legal
proceeding arising out of this Agreement is in the state or federal courts
located in Orange County, California,  and (c) waives any defense,
whether asserted by a motion or pleading, that any such court is an improper or
inconvenient venue.
  b.           No
legal action or proceeding may be brought with respect to this Agreement more
than one year after the later of (i) the last date on which the act or omission
giving rise to the legal action or proceeding occurred, or (ii) the date on
which the individual bringing such legal action or proceeding had knowledge or
should have had knowledge of such act or omission.  At the Company’s
election, such action or other legal proceeding shall be heard pursuant to a
bench trial and, if so elected, the parties to such proceeding shall waive their
rights to a trial by jury.
  c.           This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
Company’s assets and business, and upon the Participant’s estate or any
individual who obtains a right hereunder by will or the laws of descent and
distribution.
  10.           Investment
Representation Statement.  The Participant must complete the
Investment Representation Statement attached hereto as Exhibit B hereto to receive
the Award.
   COMPANY:
                
                PARTICIPANT:LIQUIDMETAL
      TECHNOLOGIES, INC., a Delaware corporationBy:
                /s/
      Ricardo Salas
                
                /s/ Thomas Steipp
 Print
      Name:
                Ricardo
      Salas
                
                THOMAS
      STEIPPPrint
      Title:
                Executive
      Vice President
  4
 
 EXHIBIT
A
 
  ELECTION
TO INCLUDE VALUE OF RESTRICTED PROPERTY IN GROSS INCOME IN YEAR OF TRANSFER
UNDER CODE §83(b)
  The
undersigned hereby elects pursuant to Section 83 (b) of the Internal Revenue
Code with respect to the property described below and supplies the following
information in accordance with the regulations promulgated
thereunder.
  1.
              The
      name, address, and taxpayer identification number of the undersigned
      are:
   Name:Spouse’s
    Name:Address:City, State,
      Zip:Soc. Sec.
      Number:Spouse’s Soc. Sec.
      Num:
  2.
              The
      property with respect to which this election is being made consists of
      ________________________ (__________) shares of Common Stock (the “Shares”) of
      LIQUIDMETAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”).
  3.
              The
      date on which the property was transferred was _________ ___,
      _____.
  4.
              The
      Shares are subject to forfeiture, subject to the undersigned’s continuing
      performance of service on behalf of the Company, as set forth in a
      Restricted Stock Award Agreement entered into by the undersigned in
      connection with the undersigned’s acquisition of such
    Shares.
  5.
              The
      fair market value at the time of the transfer (determined without regard
      to any restrictions, other than those which by their term will never
      lapse) of the Shares is $______ per
Share.
  6.
              The
      Shares were acquired by the undersigned in consideration for
      services.
  7.
              A
      copy of this statement has been furnished to the
  Company.
  Dated:  __________
___, _____
  Taxpayer:Print
      Name:Spouse:Print
      Name:
  A-1
 
 EXHIBIT
B
  LIQUIDMETAL
TECHNOLOGIES, INC.
 INVESTMENT
REPRESENTATION STATEMENT
 
 TRANSFEREE:
              Thomas
      Steipp, a resident of
  California  (“Transferee”)ISSUER:
              Liquidmetal
      Technologies, Inc., a Delaware corporationSECURITY:
              6,000,000
      shares of Common Stock (the “Shares”)DATE:
              August
      ____, 2010
   Transferee
represents and warrants to the Issuer the following in connection with the
Restricted Stock Award Agreement dated August __, 2010, between Transferee and
Issuer, Issuer issued the Shares to Transferee, and, in connection
therewith:
  1.           Transferee
understands that an investment in the Shares is
speculative.  Transferee is aware of the Issuer’s business affairs and
financial condition and has acquired sufficient information about the Issuer to
reach an informed and knowledgeable decision to acquire the
Shares.  Transferee is acquiring the Shares not with a view to, or for
resale in connection with, any “distribution,” within the meaning of the
Securities Act of 1933, as amended (“Securities Act”).
  2.           Transferee
understands that the Shares have not been registered under the Securities Act
and are being transferred to the Transferee by reason of a specific exemption
therefrom, which exemption depends upon, among other things, the accuracy of
Transferee’s representations and warranties as set forth herein.
  3.           Transferee
understands that the Shares must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available.  Transferee further acknowledges and
understands that the Issuer is under no obligation to register the
Shares.  Transferee understands that the instrument evidencing the
Shares will be imprinted with a legend which prohibits the transfer of the
Shares unless they are registered or such registration is not required in the
opinion of counsel satisfactory to the Issuer.
  4.           Transferee
is aware of the adoption of Rule 144 by the Securities and Exchange Commission,
promulgated under the Securities Act, which permits limited public resale of
shares acquired in a non-public offering subject to the satisfaction of certain
conditions.  Transferee understands that if the Issuer is not
satisfying the current public information requirement of Rule 144 at the time
Transferee wishes to sell the Shares, Transferee would be precluded from selling
the Shares under Rule 144 even if the minimum holding period has been
satisfied.
  B-1
 5. Transferee
is capable of bearing the economic risk and burden of the investment and the
possibility of complete loss of all of the investment, and the lack of a public
market such that it may not be possible to readily liquidate the investment
whenever desired.
  Very
      truly yours,By:Transferee
  B-2