Unassociated Document


     

    Exhibit
      4.6

     

     

     

    EUROSEAS
      LTD.

    RESTRICTED
      STOCK AWARD AGREEMENT

     

    THIS
      RESTRICTED STOCK AWARD AGREEMENT UNDER THE EUROSEAS LTD. 2007 EQUITY INCENTIVE
      PLAN, dated as of [INSERT DATE], 20__ (the “Grant Date”), is made by and between
      Euroseas Ltd. (the “Company”) and [INSERT GRANTEE’S NAME] (the
“Grantee”).

     

    This
      Restricted Stock Award Agreement (this “Award Agreement”) sets forth the terms
      and conditions of an award of [INSERT NUMBER] shares (the “Award”) of the
      Company’s common stock, par value $0.03 per share (“Shares”), that are subject
      to certain restrictions on transfer and risks of forfeiture and other terms
      and
      conditions specified herein (“Restricted Shares”) and that are granted to the
      Grantee under the Euroseas Ltd. 2007 Equity Incentive Plan (the
“Plan”).

     

    THIS
      AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD
      AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE
      OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

     

    SECTION
      1.  Definitions.  Capitalized terms used in this Award
      Agreement that are not defined in this Award Agreement have the meanings as
      used
      or defined in the Plan.

     

    SECTION
      2.  The Plan.  This Award is made pursuant to the Plan, the
      terms of which are incorporated herein by reference, and in all respects shall
      be interpreted in accordance with the Plan.  The grant and terms of this
      Award are subject to the provisions of the Plan and to interpretations,
      regulations and determinations concerning the Plan established from time to
      time
      by the Administrator in accordance with the provisions of the Plan, including,
      but not limited to, provisions pertaining to (a) rights and obligations
      with respect to withholding taxes, (b) the registration, qualification or
      listing of the Company’s shares, (c) capital or other changes of the
      Company and (d) other requirements of applicable law.  The
      Administrator shall have the authority to interpret and construe this Award
      pursuant to the terms of the Plan, and its decisions shall be conclusive as
      to
      any questions arising hereunder.

     

    SECTION
      3.  Vesting and Delivery.  (a)  Vesting.  The
      Restricted Shares shall become vested, and the restrictions set forth in this
      Award Agreement shall lapse, with respect to:

     

    (i)           50%
      of the Shares covered by this Award on December 20, 2007; and

     

    (ii)           50%
      of the Shares covered by this Award on December 15, 2008;

     

    all
      conditioned upon the Grantee’s continued service as a Key Person from the date
      of this Award Agreement through the applicable vesting date.

     

    (b) 
      Delivery of Shares.  On or promptly following the date of the
      Grantee’s delivery of an executed copy of this Award Agreement to the Company in
      accordance with Sections 8 and 13 below, the Company shall issue, either in
      certificated or book-entry form,  Restricted Shares which shall be
      registered in the Grantee’s name.  The Company may hold such
      Restricted Shares in escrow or may require that the Grantee deposit such
      Restricted Shares (together with a stock power endorsed in blank) with the
      Company or such other custodian as may be designated by the Administrator or
      the
      Company, including a transfer agent, and shall be held by the Company or other
      custodian, as applicable, until such time, if any, as the Grantee’s rights with
      respect to such Restricted Shares become vested.  The Company shall
      serve as attorney-in-fact for the Grantee until the Restricted Shares become
      vested with full power and authority in the Grantee’s name to assign and convey
      to the Company any Restricted Shares held by the Company or other custodian
      for
      such Grantee if the Grantee forfeits the shares under the terms of the Plan
      or
      this Award Agreement.  Upon the vesting of the Grantee’s rights with
      respect to such Restricted Shares, the Company or other custodian, as
      applicable, will deliver such Restricted Shares, in the form of certificates
      or
      such other form as the Company may choose including through the DWAC system
      or
      the deposit thereof with a broker, to the Grantee or the Grantee’s legal
      representative.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SECTION
      4.  Forfeiture of Restricted Shares.  If the Grantee’s rights
      with respect to any Restricted Shares awarded to the Grantee pursuant to this
      Award Agreement have not become vested prior to the date of Grantee’s
      termination of service as a Key Person for any reason (including death), the
      Grantee’s rights with respect to such Restricted Shares shall immediately
      terminate, and the Grantee will be entitled to no further payments or benefits
      with respect thereto, and all dividends paid on such Restricted Shares that
      have
      not theretofore been directly remitted to the Grantee shall also shall be
      forfeited, whether by termination of any escrow arrangement under which such
      dividends are held or otherwise.

     

    SECTION
      5.  Voting Rights; Dividends. Prior to the vesting of the
      Restricted Shares, the Grantee shall not have the right to vote any Restricted
      Shares or to exercise any rights, powers or privileges of a holder with respect
      to such Restricted Shares, other than as set out in this
      Section.  Subject to a forfeiture of any Restricted Shares pursuant to
      Section 4 above and subject to the terms of the Plan and this Award Agreement
      (including Sections 3 and 6 hereof), the Grantee shall have the right to have
      dividends accrue on such Restricted Shares; provided, however, that any
      dividends, whether paid in shares or cash, with respect to the Restricted Shares
      which have not vested at the time of the dividend payment, shall be held in
      the
      custody of the Company or other custodian and shall be subject to the same
      restrictions that apply to the corresponding Restricted Shares.

     

    SECTION
      6.  Non-Transferability of Restricted Shares. Unless otherwise
      provided by the Administrator in its discretion, Restricted Shares may not
      be
      sold, assigned, transferred, pledged or otherwise encumbered or disposed
      of.  Any purported sale, assignment, transfer, pledge or other encumbrance
      or disposition of Restricted Shares in violation of the provisions of this
      Section 6 or the Plan, including Sections 2.7 and 3.3 thereof, shall be
      void.  This Award Agreement shall be binding upon and inure to the
      benefit of the parties hereto and the successors and assigns of the
      Company.

     

    SECTION
      7.  Taxes. The delivery of Share certificates pursuant to
      Section 3(b) above is conditioned on satisfaction of any applicable withholding
      taxes in accordance with Section 3.4 of the Plan and this Award is in all
      respects subject to all provisions of Sections 3.4 (i.e., regarding tax
      withholding and other provisions regarding taxes) and 3.14 (regarding required
      notifications if the Grantee makes an election under Section 83(b) of the Code)
      of the Plan.  Notwithstanding anything to the contrary contained in the
      Plan or in this Award Agreement, to the extent that the Administrator determines
      that the Plan or this Award is subject to Section 409A of the Code and fails
      to
      comply with the requirements of Section 409A of the Code, the Administrator
      reserves the right to amend the Plan and/or amend, restructure or replace the
      Award in order to cause the Award to either not be subject to Section 409A
      of
      the Code or to comply with the applicable provisions of such
      section.

     

    SECTION
      8.  Consents, Stop Transfer Orders and Legends.  (a) 
Consents.  The Grantee’s rights in respect of the Restricted Shares
      are conditioned on the receipt to the full satisfaction of the Administrator
      of
      (i) any required consents that the Administrator may determine to be necessary
      or advisable (including, without limitation, the Grantee’s consenting to the
      Company’s supplying to any third-party recordkeeper of the Plan such personal
      information as the Administrator deems advisable to administer the Plan), and
      (ii) the Grantee’s making or entering into such written representations,
      warranties and agreements in connection with the acquisition of any Shares
      pursuant to this Award as the Administrator may request in order to comply
      with
      applicable securities laws or this Award (including, without limitation, the
      Grantee’s representing in writing to the Company (A) that it is the
      Grantee’s intention to acquire the Shares under this Award Agreement for
      investment and not with a view to the distribution thereof, (B) that the Grantee
      shall comply with such restrictions on the subsequent transfer of such Shares
      as
      the Company or the Administrator shall deem necessary or advisable as a result
      of any applicable law, regulation or official interpretation thereof and (C)
      the
      Grantee’s acknowledgment that all Share certificates delivered under this Award
      Agreement shall be subject to such stop transfer orders and other restrictions
      as the Company or the Administrator may deem advisable under the Plan, this
      Award Agreement or the rules, regulations and other requirements of the SEC,
      any
      stock exchange upon which such Shares are listed, and any applicable securities
      or other laws, and that certificates representing Shares may contain a legend
      to
      reflect any such restrictions).

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (b)  Stop
      Transfer Orders and Legends.  The Company may affix to certificates for
      Shares issued pursuant to this Award Agreement, or may include in its issuance
      instructions if such Shares are held in book entry form as set forth in Section
      3(b) hereof, any legend or other restrictions that the Administrator determines
      to be necessary or advisable (including to reflect any restrictions to which
      the
      Grantee may be subject under any applicable securities laws and/or with respect
      to non-transferability pursuant to this Award Agreement).  The Company
      may advise the transfer agent to place a stop order against any legended Shares
      or similar Shares held in book entry form.  Unless otherwise
      determined by the Administrator, any certificate or certificates representing
      the Restricted Shares shall bear the following restrictive legend:

     

    THE
      SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE
      SKY LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED
      OR
      OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE
      EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
      SUCH REGISTRATION IS NOT REQUIRED.

     

    THE
      SHARES OF COMMON STOCK REPRESENTED HEREBY ARE ISSUED PURSANT TO THE COMPANY’S
      2007 EQUITY INCENTIVE PLAN AND ARE SUBJECT TO RESTRICTIONS, LIMITATIONS AND
      PROVISIONS SET FORTH IN THE APPLICABLE RESTRICTED STOCK AWARD AGREEMENT,
      INCLUDING THE VESTING SCHEDULE SET FORTH THEREIN.

     

    SECTION
      9.  Changes in Capital Structure/Other Significant
      Events.  This Award may be subject to adjustment in the event of
      certain changes in capitalization or other significant corporate events, as
      more
      fully set forth in Sections 1.5 and 3.5 of the Plan.

     

    SECTION
      10.  Governing Law.  This Award Agreement will be
      construed and administered in accordance with the laws of the State of New
      York,
      without giving effect to the principles of conflict of laws.

     

    SECTION
      11.  Headings. Headings contained herein are for the purpose of
      convenience only and shall not be deemed in any way material or relevant to
      the
      construction or interpretation of this Award Agreement.

     

    SECTION
      12.  Amendment and Termination of the Plan/Award.  The
      Plan and/or this Award may be amended, cancelled or terminated in accordance
      with the terms of Section 3.1 of the Plan.  No amendment to this Award
      Agreement shall be effective unless in writing and executed by the Company,
      provided that no amendment to the Plan or this Award shall materially impair
      any
      rights or materially increase any obligations under this Award without the
      written consent of the Grantee.  The Administrator, in its sole
      discretion, may, in accordance with the terms of the Plan, accelerate the
      vesting of all or any portion of the Restricted Shares at such time and under
      such circumstances as the Administrator deems appropriate.

     

    SECTION
      13.  Required Execution by Grantee; Counterparts.  This Award
      shall expire if this Award Agreement is not signed by the Grantee and returned
      to the Company within five business days of receipt of an executed copy from
      the
      Company.  This Award Agreement may be signed in counterparts, each of
      which shall be an original, with the same effect as if the signatures thereto
      and hereto were upon the same instrument.

     

    Signature
      Page Follows


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Award Agreement to
      be duly executed by the undersigned as of the date set forth below.

     

    


     

    
      	
               

            	
              EUROSEAS
                LTD.

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               Date:__________________

            	
              By:

            	 	
               

            
	
               

            	
               

            	
              Name:

            
	
               

            	
               

            	
              Title:

            
	
               

            	
               

            	 
	
               

            	
               

            	
               

            
	
               

            	
              Accepted
                and Agreed:

            
	
               

            	
               

            
	 	 
	
              Date:___________________

            	 	
               

            
	 	
              [INSERT
                GRANTEE’S NAME]

            	 
	
               

            	
               

            	 
	
               

            	
               

            	 


    

    


     

    


     

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