exv10w2



 






EXHIBIT 10.2




MOBILITY ELECTRONICS, INC.

NON-EMPLOYEE DIRECTOR LONG-TERM INCENTIVE PLAN




RESTRICTED STOCK UNIT AWARD AGREEMENT




     This Restricted Stock Unit Award Agreement (the “Agreement”) is made this ___day of
___, 2004 (the “Grant Date”) by and between Mobility Electronics, Inc. (the “Company”) and
___(the “Participant”).



     WHEREAS, Participant is receiving an award of restricted stock units pursuant to the Mobility
Electronics, Inc. Non-Employee Director Long-Term Incentive Plan (the “Plan”); and



     WHEREAS, it is a condition to Participant receiving the restricted stock unit award that
Participant deliver an executed version of this Agreement to the Company;



     NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the Company hereby awards restricted stock units to Participant on the
following terms and conditions:



     1. Award of Restricted Stock Units. The Company hereby grants to Participant a total
of ___restricted stock units (the “Units”) subject to the terms and conditions set
forth in this Agreement.



     2. Vesting Schedule. Subject to the terms and conditions of this Agreement, the Units
shall vest upon the occurrence, and subject to the terms and conditions, of the following (the
occurrence of such event referred to herein as the “Vesting Date”):




     A. Time Based Vesting: Upon the three (3) year anniversary of the Grant Date,
one hundred percent (100%) of the Units shall vest automatically;




     B. Death; Disability or Retirement: In the event the Participant ceases to be
a member of the Board of Directors of the Company by reason of his or her death, total and
permanent disability (as certified by an independent medical advisor appointed by the
Company prior to such termination), or retirement, a prorated number of Units shall vest
automatically upon such death, disability or retirement, determined by multiplying the
number of Units by a fraction, the numerator of which is the number of complete months of
continuous service during the three (3) year period following the Grant Date and the
denominator of which is thirty-six (36). The balance of the Units subject to the provisions
of this Agreement which have not vested shall automatically be forfeited by the Participant;
and




     C. Change in Control: Upon a “Change in Control,” as defined below, one
hundred percent (100%) of the Units shall vest automatically. A “Change in Control” shall
mean the occurrence of one or more of the following events: (i) any person within the
meaning of Section 13(d) and 14(d) of the Securities Exchange Act or 1934, as amended (the
“Exchange Act”), other than the Company (including its subsidiaries, directors or executive
officers) has become the beneficial owner, within the meaning of Rule 13d-3 under the
Exchange Act, of 50 percent or more of the combined voting power of the Company’s then
outstanding common stock or equivalent in voting power of any class or classes of the
Company’s outstanding securities ordinarily entitled to vote in elections of directors
(“voting securities”); (ii) shares representing 50 percent or more of the combined voting
power of the Company’s voting securities are purchased pursuant to a tender offer or
exchange offer (other than an offer by the Company or its subsidiaries, directors or
executive officers); (iii) as a result of, or in connection with, any tender offer or
exchange offer, merger or other business combination, sale of assets or contested election,
or any combination of the foregoing transactions (a “Transaction”), the persons who were
directors of the Company before the Transaction shall cease to constitute a majority of the
Board or of any successor to the Company; (iv) following the date hereof, the Company is
merged or consolidated with another corporation and as a result of such merger or
consolidation less than 50 percent of the outstanding voting securities of the surviving or
resulting corporation shall then be owned in the aggregate by the former stockholders of the
Company, other than (1) any party to such merger or consolidation, or (2) any affiliates of
any such party; or (v) the Company transfers more than 50 percent of its assets, or the last
of a series of transfers results in the transfer of more than 50 percent of the assets of
the Company, or the Company transfers a business unit and/or business division responsible
for more than 35% of the Company’s revenue for the twelve-month period preceding the month
in which such transfer occurred, in either case, to another entity that is not wholly-owned
by the Company. Any determination required above in this subsection (v) shall be made by
the Compensation Committee of the Board of Directors of the Company, as constituted
immediately prior to the occurrence of such event.



     3. Restrictions. This Agreement and the Units granted pursuant hereto shall be
subject to the following restrictions:



 









 






     A. Termination of Agreement and Rights to Units. Any unvested Units subject to
this Agreement shall be automatically forfeited upon the Participant’s termination of
service as a member of the Board of Directors of the Company for any reason other than
death, total and permanent disability (as certified by an independent medical advisor
appointed by the Company prior to such termination), or retirement.




     B. Non-Assignability. Unless otherwise determined by the Compensation
Committee of the Board of Directors of the Company, the Participant may not sell, assign,
transfer, discount, or pledge as collateral for a loan, or otherwise anticipate any right to
payment under the Plan or this Agreement other than by will or by the applicable laws of
descent and distribution.



     4. Form and Timing of Payment. Any vested Units shall be paid by the Company in
shares of the Company’s common stock, par value $0.01 per share (the “Shares”) on a one-to-one
basis on, or as soon as practicable after, the Vesting Date, unless the Participant irrevocably
elects in writing to defer the payment of such Units in a manner approved by the Compensation
Committee of the Board of Directors of the Company.



     5. Change in Capital Structure. The terms of this Agreement, including the number of
Units subject to this Agreement, shall be adjusted as the Compensation Committee of the Board of
Directors of the Company determines is equitably required in the event the Company effects any
merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock
split, spin-off, combination, repurchase or exchange of shares or other securities of the Company,
or similar corporate transaction.



     6. No Rights as a Stockholder. The Participant shall have no rights as a stockholder
with respect to any Shares until the date of the issuance and delivery of such Shares.



     7. No Right to Directorship. This Agreement shall not be construed as giving the
Participant the right to remain as a member of the Board of Directors of the Company. The Company
may at any time remove a member of the Board of Directors of the Company free from any liability or
any claim under the Plan or this Agreement.



     8. Participant Bound by Plan. The Participant hereby acknowledges that a copy of the
Plan and the Prospectus for the Plan has been made available to him or her and the Participant
agrees to be bound by all the terms and provisions of the Plan.



     9. Conflicts. In the event of any conflict between the provisions of the Plan as in
effect on the Grant Date and the provisions of this Agreement, the provisions of the Plan shall
govern.



     10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the legatees, distributees and personal representatives of the Participant and the successors of
the Company.



     11. Governing Law. This Agreement shall be governed by, and interpreted under, the
laws of the State of Arizona without regard to conflicts of law provisions thereof, and the
Participant and the Company irrevocably consent to the exclusive jurisdiction of and venue in the
federal and/or state courts located in Phoenix, Arizona.



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IN WITNESS WHEREOF, the Company has executed this Agreement as of the day and year first above

written.




MOBILITY ELECTRONICS, INC.




	 	 	 	 	 
	

	 	By:
	 	 
	 
	 	 	 	 
	

	 	Name:
	 	 
	 
	 	 	 	 
	

	 	Title:
	 	 






The undersigned Participant hereby accepts, and agrees to, all terms and provisions of the foregoing Agreement. If

you do not sign and return this Agreement, you will not be entitled to the Units.




	 	 	 
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