Form of Restricted Shared Agreement



 Exhibit 10.24 
 RESTRICTED SHARE AGREEMENT 
 THIS RESTRICTED SHARE AGREEMENT (the
“Agreement”), made effective as of                     , between SUN HYDRAULICS CORPORATION, a Florida corporation (the
“Corporation”), and                      (“Participant”). 

WITNESSETH: 
 WHEREAS, Participant is an employee of the Corporation and/or a subsidiary of the Corporation (“Subsidiary”); 
 WHEREAS, the Corporation has adopted the Sun Hydraulics Corporation 2011 Equity Incentive Plan (the “Plan”) in order to provide its officers, employees and directors with incentives to
achieve long-term corporate objectives. The Plan was adopted by the Board of Directors on September 9, 2011 and will be submitted for approval by the shareholders of the Company at the Company’s 2012 Annual Meeting. This award is made
subject to the receipt of shareholder approval of the Plan at the 2012 Annual Meeting and will automatically terminate if such approval is not received. 
 WHEREAS, the Compensation Committee of the Corporation’s Board of Directors has granted an award of Restricted Shares (as defined below in Section 1) under the Plan to the Participant on
the terms and conditions set forth below; 
 NOW, THEREFORE, in consideration of the various covenants and agreements
herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 
 1. Grant of Restricted
Shares. 
 The Corporation hereby grants to Participant a total of
                     (            ) shares of the common stock, $.001 par
value per share, of the Corporation (the “Restricted Shares”), subject to the transfer restrictions and other conditions set forth in this Agreement. 
 2. Restrictions. 
 (a) Participant shall have all rights and privileges of a
shareholder of the Corporation with respect to the Restricted Shares, including voting rights and the right to receive dividends paid with respect to such shares, except that the following restrictions shall apply, until such time or times as
restrictions lapse under Section 3 of this Agreement: 
 (i) Participant shall not be entitled to
delivery of the certificate or certificates for any of the Restricted Shares until the restrictions imposed by this Agreement have lapsed with respect to those Restricted Shares, at the times defined in Section 3; 

(ii) other than regular cash dividends and such other distributions as the Board of Directors may in its sole discretion
designate, the Corporation will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and
conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained
Distributions shall not bear interest or be segregated in separate accounts; 







 (iii) the Restricted Shares may not be sold, transferred, assigned, pledged
or otherwise encumbered or disposed of by Participant before these restrictions have lapsed pursuant to Section 3, except with the consent of the Corporation; and 

(iv) the Restricted Shares and Retained Distributions shall be subject to forfeiture upon termination of
Participant’s employment with the Corporation to the extent set forth in Section 6 below and upon the breach of any restrictions, terms or conditions of this Agreement. 

Once any portion of Participant’s Restricted Share award has become vested under Section 3, the newly vested shares
shall no longer be subject to the preceding restrictions, and shall no longer be considered to be Restricted Shares. 
 (b) Any
attempt to dispose of Restricted Shares in a manner contrary to the restrictions set forth in this Agreement shall be ineffective. 
 3. When Restrictions Lapse. 
 Provided that Participant is employed by the
Corporation or a Subsidiary on the applicable date, the Restricted Shares shall vest and the restrictions set forth in this Agreement shall lapse with respect to such vested shares as follows: 

 

									
	  	  	 Date
	  	 	  	 Vested Shares
	  	 
		  	
                        
    
	  		  	 	  	
		  	
                        
    
	  		  	                    
        	  	
		  	
                        
    
	  		  	                    
        	  	

 or at such earlier time as the restrictions may lapse pursuant to Sections 6 or 8 of this Agreement. The foregoing
notwithstanding, in the event of a pending or threatened change in control, in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Corporation is involved, the Board of
Directors may, in its sole discretion, take such actions as permitted under the Plan. 
 4. Issuance of Stock Certificates
for Shares. 
 The stock certificate or certificates representing the Restricted Shares shall be issued promptly following
the execution of this Agreement, and shall be delivered to the Corporate Secretary or such other custodian as may be designated by the Corporation, to be held until the restrictions have lapsed under Section 3. Such stock certificate or
certificates shall bear the following legend: 
 The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of a Restricted Share Agreement entered into between the registered owner and Sun Hydraulics Corporation. A copy of such Agreement is on file in the offices of, and will be made
available for a proper purpose by, the Corporate Secretary of Sun Hydraulics Corporation. 

  

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 Contemporaneously with the execution of this Agreement, Employee shall deliver to the Corporation one or
more stock powers endorsed in blank relating to the Restricted Shares, which will permit transfer to the Corporation of all or any portion of the Restricted Shares that shall be forfeited or that shall not become vested under the terms of this
Agreement. 
 Once the restrictions imposed by this Agreement have lapsed with respect to any portion of the Restricted Shares,
upon the written request of Participant, a stock certificate or certificates for such portion of the Restricted Shares shall be returned and exchanged for new stock certificates without the foregoing legend for the newly vested portion of the
Restricted Shares. Upon the written request of Participant, the certificates representing the newly vested shares shall be delivered to Participant (or to the person to whom the rights of Participant shall have passed by will or the laws of descent
and distribution) promptly after the date on which the restrictions imposed on such shares by this Agreement have lapsed, but not before Participant has made any tax payment to the Corporation or made other arrangements for tax withholding, as
required by Section 5. Once the restrictions imposed by this Agreement have lapsed with respect to all of the Restricted Shares, all certificates held by the Corporation representing the vested shares shall be delivered promptly to
Participant (or to the person to whom the rights of Participant shall have passed by will or the laws of descent and distribution), provided that Participant has made any tax payment to the Corporation or made other arrangements for tax withholding,
as required by Section 5. 
 5. Tax Withholding. 

Whenever the restrictions on Participant’s rights to some or all of the Restricted Shares lapse under Section 3 of this
Agreement or upon Participant’s filing an election with the Internal Revenue Service pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, the Corporation shall notify Participant of the amount of tax which must be
withheld by the Corporation under all applicable federal, state and local tax laws. Participant agrees to make arrangements with the Corporation to (a) remit a cash payment of the required amount to the Corporation, (b) to authorize the
deduction of such amounts from Participant’s compensation or (c) to otherwise satisfy the applicable tax withholding requirement in a manner satisfactory to the Corporation. 

6. Forfeiture On Termination of Employment. 
 If the Participant’s employment with the Corporation or Subsidiary is terminated for any reason, either by the Corporation or Participant, during the term of this Agreement, any Restricted Shares
remaining subject to the restrictions imposed by this Agreement shall be forfeited; provided, however, that in the event of termination by reason of death, permanent total disability, or retirement at or after normal retirement age, any remaining
restrictions automatically shall lapse. 
 7. Restricted Shares Not to Affect Employment. 

Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon Participant any right to continued employment with
the Corporation or any Subsidiary, and shall not in any way modify or restrict the Corporation’s or such Subsidiary’s right to terminate such employment. 
 8. Agreement Subject to the Plan. 
 This Agreement and the rights and
obligations of the parties hereto are subject to and governed by the terms of the Plan as the same may be amended from time to time, the provisions of which are incorporated by reference into this Agreement. 

  

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 9. Miscellaneous. 

(a) In the event of any change or changes in the outstanding Common Stock of the Corporation by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, combination or any similar transaction, the Board of Directors shall adjust the number of shares of Common Stock issued as Restricted Shares under this Agreement, and make any and all other
adjustments deemed appropriate by the Board of Directors in such manner as the Board of Directors deems necessary to prevent material dilution or enlargement of the rights granted to Employee. 

(b) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.

 (c) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the
parties hereto. 
 (d) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the
State of Florida, without giving effect to principles of conflicts of law. 
 (e) This Agreement constitutes the entire
agreement between the parties hereto with respect to the transactions contemplated herein. 
 (f) Except as otherwise herein
provided, this Agreement shall be binding upon and shall inure to the benefit of the Corporation, its successors and assigns, and of Participant and Participant’s personal representatives. 

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

  

							
	ATTEST:	 		 	SUN HYDRAULICS CORPORATION
				
	  
	 		 	By:	 	  

	Gregory C. Yadley, Secretary	 		 		 	Allen J. Carlson, Chief Executive Officer
			
		 		 	PARTICIPANT
	Witness:	 		 		 	
				
	  
	 		 		 	  
 «FullName»



  

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