exhibit_4-3.htm








Exhibit 4.3


 


 


Restricted Stock Award (#) ____


 


LAREDO OIL, INC.


2011 EQUITY INCENTIVE PLAN


RESTRICTED STOCK AWARD CERTIFICATE


 


THIS IS TO CERTIFY that Laredo Oil, Inc., a Delaware corporation (the “Company”), has offered you (the “Participant”) the right to receive Common Stock of the Company under its 2011 Equity Incentive Plan (the “Plan”), as follows:


 



	
Name of Participant:

	
_____________________________________


	
Address of Participant:

	
_____________________________________


_____________________________________


_____________________________________


	
Number of Shares:

	
_____________________________________


	
Purchase Price:

	
$[Ÿ] per share


	
Offer Date of Grant:

	
_____________________________________


	
Offer Expiration Date:

	
15 Days after the Offer Date of Grant


	
Vesting Commencement Date:

	
_____________________________________


	
Vesting Schedule:

	
Anniversary of Vesting

	
Percentage of


	  	
Commencement Date

	
Shares Vested


	  	  	
%


	  	  	
%


	  	  	
%


	  	  	
%












By your signature and the signature of the Company’s representative below, you and the Company agree to be bound by all of the terms and conditions of the Restricted Stock Award Agreement attached hereto as Annex I (the “Award Agreement”) and the Plan, which is attached hereto as Annex II (both incorporated herein by this reference as if set forth in full in this document).  By executing this Certificate, you hereby irrevocably elect to accept the Restricted Stock Award rights granted pursuant to this Certificate and the Award Agreement and to receive the Restricted Shares (as defined in the Award Agreement) designated above subject to the terms of the Plan, this Certificate, and the Award Agreement.


 



	
Participant:


 


______________________________________________


Name:


 


 


Dated:                                                                                                

	
Laredo Oil, Inc.


 


By:           _______________________________________


Name:      _______________________________________


Title:        _______________________________________


 


Dated:     _______________________________________      











  





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Annex I










LAREDO OIL, INC.


2011 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AWARD AGREEMENT


 


This Restricted Stock Award Agreement (this “Agreement”), is entered into on the execution date of the Restricted Stock Award Certificate to which it is attached (the “Certificate”), between Laredo Oil, Inc., a Delaware corporation (the “Company”), and the Participant named in the Certificate.


 


Pursuant to the Laredo Oil, Inc. 2011 Equity Incentive Plan (the “Plan”), the Administrator has authorized the grant to Participant of the right to receive shares of the Company’s Common Stock (the “Award”), upon the terms and subject to the conditions set forth in the Plan, the Certificate, and in this Agreement.  Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Plan.


 


NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.           Restricted Stock Award.  The Company hereby awards and grants to Participant, for valid consideration with a value in excess of the aggregate par value of the Common Stock awarded to Participant, the number of shares of Common Stock set forth in the Certificate, which are subject to the restrictions and conditions set forth in the Plan, the Certificate, and in this Agreement (the “Restricted Shares”).  One or more stock certificates representing the number of shares of Common Stock specified in the Certificate will hereby be registered in Participant’s name (the “Stock Certificate”), but will be deposited and held in the custody of the Company for Participant’s account as provided in Section 4 hereof until such Restricted Shares become vested and all restrictions thereon have lapsed.  Participant acknowledges and agrees that those shares of Common Stock may be issued as a book entry with the Company’s transfer agent and that no physical certificates need be issued for as long as such shares remain subject to forfeiture and restrictions on transfer.


 


2.           Vesting.  Except as otherwise provided in an employment agreement or service agreement, the terms of which have been approved by the Administrator, the Restricted Shares will vest and restrictions on transfer will lapse pursuant to the Vesting Schedule set forth in the Certificate.


 


(a)           Forfeiture of Unvested Shares.  Except as otherwise provided in this Section or in an employment agreement or service agreement, the terms of which have been approved by the Administrator, if Participant ceases Continuous Service for any reason Participant will immediately forfeit the Restricted Shares that have not vested and as to which restrictions have not lapsed (“Unvested Shares”), and such Unvested Shares will be cancelled as outstanding shares of Common Stock.  If Participant provided consideration other than in the form of prior or future services, the Company may repurchase Participant’s Unvested Shares as provided in Section 10.6 of the Plan.  The Right of Repurchase may be exercised by the Company at any time within six months after the date of termination of Participant’s Continuous Service, provided that the Company may in any event elect to extend such exercise to a date that is at least 60 days after the date that is six months after the date on which Participant acquired the Unvested Shares.


 


 




  





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(b)           Restriction on Transfer of Unvested Shares.  Participant is not permitted to transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber, or otherwise dispose of any of the Unvested Shares, except as permitted by this Agreement.


 


3.           Deposit of the Unvested Shares.  Participant shall deposit all of the Unvested Shares with the Company to hold in its custody until they become vested, at which time such vested Restricted Shares will no longer constitute Unvested Shares.  If requested by the Company, Participant shall execute and deliver to the Company, concurrently with the execution of this Agreement (and/or, if requested by the Company, from time to time thereafter during the Restricted Period) blank stock powers for use in connection with the transfer to the Company or its designee of Unvested Shares that do not become vested.  The Company will deliver to Participant the Stock Certificate for the shares of Common Stock that become vested upon the lapse of the forfeiture and non-transferability restrictions thereon.


 


4.           Rights as a Shareholder, Dividends.  Subject to the terms of this Agreement, Participant will have all the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive any dividends thereon; provided that any dividends paid with respect to Unvested Shares will not be paid to Participant until the Unvested Shares pursuant to which the dividends were paid become vested and are no longer subject to forfeiture and restrictions on transfer.  Any such dividends will be deposited with a third party escrow agent or a third party trustee selected by the Administrator in its discretion, until such time as the Unvested Shares relating to such dividends become vested and deliverable to Participant, at which time such dividends will be released from escrow and paid to Participant.  If the Unvested Shares relating to dividends held in escrow are subsequently forfeited, such dividends will be automatically forfeited and released from escrow and returned to the Company.


 


5.           Compliance with Laws and Regulations.  The issuance and transfer of Common Stock is subject to the Company’s and Participant’s full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of federal, state, and foreign securities laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed at the time of such issuance or transfer.  Participant understands that the Company is under no obligation to register or qualify the shares of Common Stock with the Securities Exchange Commission, any state securities commission, foreign securities regulatory authority, or any securities exchange to effect such compliance.


 


6.           Tax Withholding.


 


(a)           As a condition to the release of shares of Common Stock from escrow and lapse of restrictions on transfer, no later than the first to occur of (i) the date as of which the all or any of the Restricted Shares vest and the restrictions on their transfer lapse, or (ii) the date required by Section 6(b), Participant shall pay to the Company any federal, state, or local taxes required by law to be withheld with respect to the Restricted Shares that vest and for which the restrictions lapse.  Participant shall pay such amount to the Company in cash or, to the extent permitted by the Administrator, by tendering Common Stock held by Participant, including Restricted Shares held in escrow that become vested, with a Fair Market Value on the date the Restricted Shares vest equal to the amount of Participant’s minimum statutory tax withholding liability, or a combination thereof.  If Participant fails to make such payments, the Company will, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes required by law to be withheld with respect to such shares of Common Stock.  Payment of the tax withholding by a Participant who is an Insider by tendering Common Stock, including shares held in escrow, is subject to pre-approval by the Administrator, in its sole discretion, which in the case of a Participant who is an Officer or Director will be in a manner that complies with the specificity requirements of Rule 16b-3, including the name of the Participant involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and the material terms of the Award involved in the transaction.


 


 




  





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(b)           Participant may elect, within 30 days of the Offer Date of Grant, to include in gross income for federal income tax purposes pursuant to Section 83(b) of the Code, an amount equal to the aggregate Fair Market Value on the Date of Grant of the Restricted Shares less the amount, if any, paid by Participant (other than by prior or future services) for the Restricted Shares granted hereunder.  In connection with any such election, Participant shall promptly provide the Company with a copy of such election as filed with the Internal Revenue Service, and pay to the Company, or make such other arrangements satisfactory to the Administrator to pay to the Company based on the Fair Market Value of the Restricted Shares on the Offer Date of Grant, any federal, state, or local taxes required by law to be withheld with respect to such Restricted Shares at the time of such election.  If Participant fails to make such payments, the Company will, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes required by law to be withheld with respect to such Restricted Shares.


 


7.           No Right to Continued Service.  Nothing in this Agreement or in the Plan imposes or may be deemed to impose, by implication or otherwise, any limitation on any right of the Company or any Affiliate to terminate Participant’s Continuous Service at any time.


 


8.           Representations and Warranties of Participant.  Participant represents and warrants to the Company as follows:


 


(a)           Agrees to Terms of the Plan.  Participant has received a copy of the Plan and has read and understands the terms of the Plan, the Certificate, and this Agreement, and agrees to be bound by their terms and conditions.  Participant acknowledges that there may be adverse tax consequences upon the vesting of Restricted Shares or disposition of the shares of Common Stock once vested, and that Participant should consult a tax advisor before such time.


 


(b)           Stock Ownership.  Participant is the record and beneficial owner of the Restricted Shares with full right and power to transfer the Unvested Shares to the Company free and clear of any liens, claims, or encumbrances and Participant understands that the Stock Certificates evidencing the Restricted Shares will bear a legend referencing this Agreement.


 






  





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(c)           Rule 144.  Participant understands that Rule 144 promulgated under the Securities Act may indefinitely restrict transfer of the Common Stock if Participant is an “affiliate” of the Company (as defined in Rule 144), or for up to one year if “current public information” about the Company (as defined in Rule 144) is not publicly available regardless of whether Participant is an affiliate of the Company.


 


9.           Compliance with Securities Laws.  Participant understands and acknowledges that, notwithstanding any other provision of the Agreement to the contrary, the vesting and holding of the Restricted Shares is expressly conditioned upon compliance with the Securities Act and all applicable federal, state, and foreign securities laws.  Participant agrees to cooperate with the Company to ensure compliance with such laws.


 


10.           Adjustments.  If, as a result of any adjustment pursuant to Section 11.1 of the Plan, Participant becomes entitled to receive any additional shares of Common Stock or other securities (“Additional Securities”) in respect of the Unvested Shares, the total number of Unvested Shares will be equal to the sum of (i) the initial Unvested Shares, and (ii) the number of Additional Securities issued or issuable in respect of the initial Unvested Shares and any Additional Securities previously issued to Participant.


 


11.           Restrictive Legends and Stop-Transfer Orders.


 


(a)           Legends.  To the extent that a Stock Certificate or Certificates representing Unvested Shares is issued in physical form rather than through book entry with the Company’s transfer agent, Participant understands and agrees that the Company will place the legends set forth below or similar legends on any Stock Certificate evidencing the Common Stock, together with any other legends that may be required by federal, state, or foreign securities laws, the Company’s articles of incorporation or bylaws, any other agreement between Participant and the Company, or any agreement between Participant and any third party:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES.  SUCH PUBLIC RESALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


The Company will remove the above legend at such time as the shares of Common Stock in question are no longer subject to restrictions on public resale and transfer pursuant to this Agreement.  Any legends required by applicable federal, state, or foreign securities laws will be removed at such time as such legends are no longer required.


 


(b)           Stop-Transfer Instructions.  To ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own Common Stock, it may make appropriate notations to the same effect in its own records.


 


(c)           Refusal to Transfer.  The Company will not be required (i) to transfer on its books any shares of Common Stock that have been sold or otherwise transferred in violation of this Agreement; or (ii) to treat as owner of such shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares have been so transferred.


 


 


 




  





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12.           Obligation to Sell. Notwithstanding anything herein to the contrary, if at any time following Participant’s acquisition of Common Stock hereunder, shareholders of the Company owning 51% or more of the Common Stock (on a fully diluted basis) (the “Control Sellers”) enter into an agreement (including any agreement in principal) to transfer all of their shares to any person or group of persons who are not affiliated with the Control Sellers, such Control Sellers may require each shareholder who is not a Control Seller (a “Non-Control Seller”) to sell all of their shares to such person or group of persons at a price and on terms and conditions the same as those on which such Control Sellers have agreed to sell their shares, other than terms and conditions relating to the performance or non-performance of services.  For the purposes of the preceding sentence, an affiliate of a Control Seller is a person who controls, is controlled by, or is under common control with, the Control Seller.


 


13.           Modification.  The Agreement may be modified only in writing signed by both parties.


 


14.           Interpretation. Any dispute regarding the interpretation of this Agreement must be submitted by Participant or the Company to the Administrator for review.  The resolution of such a dispute by the Administrator will be final and binding on the Company and Participant.


 


15.           Entire Agreement.  The Plan and the Certificate are incorporated herein by reference, and Participant hereby acknowledges receiving a copy of the Plan.  This Agreement, the Certificate and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.  In the event of a conflict or inconsistency between the terms and conditions of this Agreement, the Certificate, and the Plan, the Plan will govern.


 


16.           Notices.  Any notice required under this Agreement to be given or delivered to the Company must be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices.  Any notice required to be given or delivered to Participant must be in writing and addressed to Participant at the address indicated on the Certificate or to such other address as Participant designates in writing to the Company.  All notices will be deemed to have been given or delivered (a) upon personal delivery, (b) five days after deposit in the United States mails by certified or registered mail (return receipt requested), (c) two business days after deposit with any return receipt express courier (prepaid), or (d) one business day after transmission by facsimile.


 


17.           Successors and Assigns.  The Company may assign any of its rights under this Agreement.  This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth herein, this Agreement is binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns.


 






  





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18.           Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law principles.  If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






  





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Annex II








LAREDO OIL, INC.


2011 EQUITY INCENTIVE PLAN


 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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