ex4-3.htm


    URBAN
BARNS FOODS INC.

    


    2010
STOCK PLAN

    NOTICE OF
GRANT

    


    Capitalized but
otherwise undefined terms in this Notice of Grant and the attached Restricted
Share Grant Agreement shall have the same defined meanings as in the 2010 Stock
Plan.

    


    Name: ________________________  Address: __________________________                                                                                    

    


    You have been
granted Restricted Shares subject to the terms and conditions of the Plan and
the attached Restricted Share Grant Agreement, as follows:

    


    Date of
Grant:                              _________________________                                  

    


    Vesting Commencement
Date:     
_________________________                                                 

    


    Purchase Price per

    Restricted
Share:                         
$________________________                                                          


      
           
Total Number
of Restricted

    

    Shares
Granted:                          
_________________________                                                    

    
 

    Total Purchase
Price:                  
$_________________________                                                                               

    


    Vesting
Schedule:

    


    The Restricted
Shares shall vest and no longer be subject to forfeiture in accordance with the
following schedule:

    


    N/A

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    URBAN
BARNS FOODS INC.

     

    2010
STOCK PLAN

    RESTRICTED SHARE GRANT
AGREEMENT

     

    This RESTRICTED SHARE GRANT AGREEMENT
(“Agreement”), dated as of the _______ day of __________________, 2010,
is made by and between URBAN
BARNS FOODS INC., a Nevada corporation (the “Corporation”), and
_____________________ (the “Grantee,” which
term as used herein shall be deemed to include any successor to the Grantee by
will or by the laws of descent and distribution, unless the context shall
otherwise require).

     

    BACKGROUND


     

    Pursuant to the Corporation’s 2010 Stock Plan
(the “Plan”), the Corporation, acting through the Committee of the Board of
Directors (if a committee has been formed to administer the Plan) or its entire
Board of Directors (if no such committee has been formed) responsible for
administering the Plan (in either case, referred to herein as the “Committee”),
approved the issuance to the Grantee, effective as of the date set forth above,
of an award of the number of Restricted Shares as is set forth in the attached
Notice of Grant (which is expressly incorporated herein and made a part hereof,
the “Notice of Grant”) at the purchase price per Restricted Share (the “Purchase
Price”) set forth in the attached Notice of Grant, upon the terms and conditions
hereinafter set forth.

     

    NOW, THEREFORE, in
consideration of the mutual premises and undertakings hereinafter set forth, the
parties hereto agree as follows:

     

    1. Grant of
Restricted Shares.  The Corporation hereby grants to Grantee,
and Grantee hereby accepts the number of Restricted Shares set forth in the
Notice of Grant, subject to the payment by the Grantee of the total purchase
price set forth in the Notice of Grant.  The certificates representing
the Restricted Shares hereunder shall be held in escrow by the Secretary of the
Corporation as provided in Section 6 hereof.

     

    2. Stockholder
Rights.  Until such time as all or any part of the Restricted
Shares are forfeited to the Corporation under this Agreement, if ever, Grantee
(or any successor in interest) shall have the rights of a stockholder (including
voting rights) with respect to the Restricted Shares, including the Restricted
Shares held in escrow under Section 6, subject, however, to the transfer
restrictions of Section 3.

     

    3. Vesting
of Restricted Shares.

     

    (a) The Restricted
Shares shall be restricted and subject to forfeiture pursuant to Section 4 until
vested pursuant to this Section 3 or Section 6(b).  The Restricted
Shares shall vest, and no longer be subject to forfeiture, (such Restricted
Shares becoming "Vested Shares") in accordance with the vesting schedule set
forth in the Notice of Grant.  All Restricted Shares which have not
become Vested Shares are hereinafter sometimes referred to as "Nonvested
Shares."

     

    (b) The Grantee
acknowledges that the vesting of the foregoing Restricted Shares may create
significant income tax liability to the Grantee.

     

    (c) Nonvested Shares
may not be sold, transferred, assigned, pledged, or otherwise disposed of,
directly or indirectly.

     

    4. Forfeiture
of Nonvested Shares.  At such time as Grantee's Business
Relationship with the Corporation ceases for any reason, including death, then,
in such event, any Nonvested Shares shall be automatically forfeited to the
Corporation unless the Corporation otherwise notifies the Grantee, subject to
the re-payment by the Corporation of the total purchase price specified in the
Notice of Grant.

     

    5. Recapitalizations,
Exchanges, Mergers, Etc.

     

    (a) The provisions of
this Agreement shall apply to the full extent set forth herein with respect to
any and all shares of capital stock of the Corporation or successor of the
Corporation which may be issued in respect of, in exchange for, or in
substitution for the Restricted Shares by reason of any stock dividend, split,
reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this
Agreement.  Except as otherwise provided herein, this Agreement is not
intended to confer upon any other person except the parties hereto any rights or
remedies hereunder.

     

    (b) In the event that
the Corporation effects a Corporate Transaction, the Board of Directors may take
any one or more of the actions specified in Section 17 of the Plan.

     

    6. Escrow
for the Restricted Shares.

     

    (a) Upon issuance, the
certificates for the Restricted Shares shall be deposited in escrow with the
Corporation to be held in accordance with the provisions of this Section
6.  Each deposited certificate shall be accompanied by a duly executed
stock transfer power executed in blank. The deposited certificates, together
with any other assets or securities from time to time deposited with the
Corporation pursuant to the requirements of this Agreement, shall remain in
escrow until such time or times as the certificates (or other assets and
securities) are to be released or otherwise surrendered for cancellation in
accordance with Section 6(c) below.

     

    (b) Any cash dividends
on the Restricted Shares (or other securities at the time held in escrow) shall
be held in escrow.  In the event of any stock dividend, stock split,
recapitalization, or other change affecting the Corporation's outstanding Common
Stock as a class effected without receipt of consideration, any new,
substituted, or additional securities or other property which is by reason of
such event distributed with respect to the Restricted Shares shall be
immediately delivered to the Corporation to be held in escrow under this Section
6, but only to the extent the Restricted Shares are at the time subject to the
escrow requirements of Section 6(a).

     

    (c) The Restricted
Shares, together with any other assets or securities held in escrow hereunder,
shall be subject to the following terms and conditions relating to their release
from escrow or their surrender to the Corporation for cancellation:

     

    (i) Should any
Restricted Shares be forfeited to the Corporation, then the escrowed
certificates for such Restricted Shares (together with any other assets or
securities issued with respect thereto) shall be delivered to the Corporation
for cancellation, and Grantee shall cease to have any further rights or claims
with respect to such Restricted Shares (or other assets or
securities).

     

    (ii) Prior to the
interest of Grantee in the Restricted Shares (or any other assets or securities
issued with respect thereto) vesting in accordance with the provisions of
Section 3 or 6(b), the certificates for such Nonvested Shares (as well as all
other assets and securities) shall remain in escrow.

     

    (iii) Subsequent to such
vesting, the certificates for such Vested Shares (as well as all other vested
assets and securities) shall be released from escrow and delivered to the
Grantee upon the request of Grantee.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7. No
Employment Contract Created.  The issuance of the Restricted
Shares shall not be construed as granting to Grantee any right with respect to
continuance of employment or any other Business Relationship by the Corporation
or any of its subsidiaries.  The right of the Corporation or any of
its subsidiaries to terminate at will Grantee's employment or terminate a
Business Relationship with the Grantee at any time (whether by dismissal,
discharge or otherwise), with or without cause, is specifically reserved,
subject to any other written employment or other agreement to which the
Corporation and Grantee may be a party.

     

    8. Section
83(b) Election.  Grantee understands that under Section 83 of
the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the
fair market value of the Restricted Shares on the date any forfeiture
restrictions applicable to such Restricted Shares lapse over the purchase price
paid for such Restricted Shares will be reportable as ordinary income at that
time.  Grantee understands, however, that Grantee may elect to be
taxed at the time the Restricted Shares are acquired hereunder, rather than when
and as such Restricted Shares cease to be subject to such forfeiture
restrictions, by filing an election under Section 83(b) of the Code with the
Internal Revenue Service within thirty (30) days after the date of this
Agreement. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY, AND
NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF
GRANTEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
GRANTEE’S BEHALF.

     

    9. Tax
Witholding.  The Corporation shall be entitled to withhold from
Grantee's compensation any amounts necessary to satisfy applicable tax
withholding with respect to the grant and vesting of the Restricted
Shares.

     

    10. Interpretation.  The
Restricted Shares are being issued pursuant to the terms of the Plan, and shall
in all respects be interpreted in accordance therewith.  The Board of
Directors shall interpret and construe this Agreement and the Plan, and any
action, decision, interpretation or determination made in good faith by the
Board of Directors shall be final and binding on the Corporation and
Grantee.

     

    11. Notices.  All notices or
other communications which are required or permitted hereunder shall be in
writing and sufficient if (i) personally delivered or sent by telecopy, (ii)
sent by nationally-recognized overnight courier or (iii) sent by registered or
certified mail, postage prepaid, return receipt requested, addressed as
follows:

     

    if to the Grantee, to the address (or telecopy
number) set forth on the Notice of Grant; and

    


    if to the Corporation, to its principal
executive office as specified in any report filed by the Corporation with the
Securities and Exchange Commission or to such address as the Corporation may
have specified to the Grantee in writing, Attention: Corporate
Secretary.

    


    or to such other
address as the party to whom notice is to be given may have furnished to the
other party in writing in accordance herewith.  Any such communication
shall be deemed to have been given (i) when delivered, if personally delivered,
or when telecopied, if telecopied, (ii) on the first Business Day (as
hereinafter defined) after dispatch, if sent by nationally-recognized overnight
courier and (iii) on the third Business Day following the date on which the
piece of mail containing such communication is posted, if sent by
mail.  As used herein, “Business Day” means a day that is not a
Saturday, Sunday or a day on which banking institutions in the city to which the
notice or communication is to be sent are not required to be open.

    


    12. Specific
Performance.  Grantee expressly agrees that the Corporation
will be irreparably damaged if the provisions of this Agreement and the Plan are
not specifically enforced.  Upon a breach or threatened breach of the
terms, covenants and/or conditions of this Agreement or the Plan by the Grantee,
the Corporation shall, in addition to all other remedies, be entitled to a
temporary or permanent injunction, without showing any actual damage, and/or
decree for specific performance, in accordance with the provisions hereof and
thereof.  The Board of Directors shall have the power to determine
what constitutes a breach or threatened breach of this Agreement or the
Plan.  Any such determinations shall be final and conclusive and
binding upon the Grantee.

     

    13. No
Waiver.  No waiver of any
breach or condition of this Agreement shall be deemed to be a waiver of any
other or subsequent breach or condition, whether of like or different
nature.

     

    14. Grantee
Undertaking.  The Grantee
hereby agrees to take whatever additional actions and execute whatever
additional documents the Corporation may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Grantee pursuant to the express
provisions of this Agreement.

     

    15. Modification
of Rights.  The rights of the
Grantee are subject to modification and termination in certain events as
provided in this Agreement and the Plan.

     

    16. Governing
Law.  This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
Delaware applicable to contracts made and to be wholly performed therein,
without giving effect to its conflicts of laws principles.

     

    17. Counterparts;
Facsimile Execution.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.  Facsimile execution and delivery of this Agreement is
legal, valid and binding execution and delivery for all purposes.

     

    18. Entire
Agreement.  This Agreement
(including the Notice of Grant) and the Plan, constitute the entire agreement
between the parties with respect to the subject matter hereof, and supersede all
previously written or oral negotiations, commitments, representations and
agreements with respect thereto.

     

    19. Severability.  In the event one
or more of the provisions of this Agreement should, for any reason, be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

     

    20. WAIVER OF
JURY TRIAL.  THE GRANTEE
HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.

    
 

    IN WITNESS WHEREOF, the
parties hereto have executed this Restricted Share Grant Agreement as of the
date first written above.

    
      


       

      
        URBAN
BARNS FOODS INC.

        
By:________________________________                                              

        Name:

        Title:

         

        Grantee:

        ___________________________________

        Name:

        


        
          
            
            

          

          
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      SPOUSE'S CONSENT TO
AGREEMENT

    

     

    I acknowledge that
I have read the Restricted Share Grant Agreement (the "Agreement") by and
between Urban Barns Foods Inc. (the "Corporation") and my spouse concerning the
Common Stock of the Corporation, and that I know its contents.  I am
aware that my spouse has agreed therein to the imposition of certain forfeiture
provisions and restrictions on transferability with respect to the Restricted
Shares that are the subject of the Agreement, including with respect to my
community interest therein, if any, on the occurrence of certain events
described in the Agreement.  I hereby consent to and approve of the
provisions of the Agreement, and agree that I will abide by the Agreement and
bequeath any interest in the Restricted Shares which represents a community
interest of mine to my spouse or to a trust subject to my spouse's control or
for my spouse's benefit or the benefit of our children if I predecease
him.

    
 

    Dated: __________________________                 ___________________________                                               

     Sign Above

    
                                                                        
___________________________

                                                                            
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