Unassociated Document


    EYETEL
      IMAGING, INC.

    RESTRICTED
      STOCK AGREEMENT

     

    AGREEMENT
      (the “Agreement”) made as of the ____ day of _______, 20__, by and between
      EYETEL IMAGING, INC., a Delaware corporation (the “Company”), and
      _________________ ( the “Executive”) pursuant to the EyeTel Imaging, Inc. 2007
      Long-Term Incentive Plan (the “Plan”). 

     

    1.  Restricted
      Stock Award.
      The
      Company has awarded ______ shares of its common stock (the “Shares”) to the
      Executive subject to the provisions of this Agreement and the Plan.
      Inconsistencies between this Agreement and the Plan will be governed by the
      applicable provisions of the Plan. The Executive acknowledges receipt of a
      copy
      of the Plan.

     

    2.  Vesting.

     

    (a)  General.
      Except
      as otherwise provided, the Shares will become vested (if at all) [upon the
      _______ anniversary of the date of this Agreement/in accordance with the
      following vesting schedule/upon attainment of the performance objectives set
      forth below], provided the Executive remains continuously employed by the
      Company or a subsidiary of the Company through the applicable vesting date[s].
      

     

    (b)  Accelerated
      Vesting.
      Any
      outstanding unvested Shares will become vested (1) upon the termination of
      the
      Executive’s employment with the Company and its subsidiaries by reason of the
      Executive’s death or “disability” (as defined below), or (2) immediately prior
      to the occurrence of a “change in control” (as defined in the Plan), provided
      that the Executive remains in the continuous employ of the Company or a
      subsidiary until, or is terminated by the Company or a subsidiary within six
      months before, such change in control, other than a termination for “cause” (as
      defined below).

     

    (c)  Definitions.

     

    (i)  The
      term
“disability” means the inability of the Executive to perform the principal
      duties of the Executive’s employment by reason of a physical or mental illness
      or injury that is expected to last indefinitely or result in death, as
      determined by a duly licensed physician selected by the Company. The term
“change in control” means a change in the ownership or effective control of the
      Company or in the ownership of a substantial portion of the assets of the
      Company within the meaning of Section 409A of the Internal Revenue Code of
      1986.

     

    (ii)  The
      term
“cause” means (1) the Executive’s conviction of or plea of nolo contendre to a
      felony, (2) the Executive’s willful and repeated failure or refusal to perform
      the duties and responsibilities of the Executive’s employment or other service
      with the Company or any subsidiary, (3) the Executive’s embezzlement or
      commission of an act of fraud against the Company, (4) any other act or failure
      to act which has a material adverse effect on the ability of the Executive
      to
      carry out the duties and responsibilities of the Executive’s employment or other
      service for the Company or a subsidiary or which has or is reasonably likely
      to
      have an adverse effect on the business or assets of the Company or any
      subsidiary, all as reasonably determined by the Committee.

     

    
      
         

      

      
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    3.  Termination
      of Employment or Service.
      Except
      as otherwise provided in Section 2 above, in the event of the termination of
      the
      Executive’s employment with the Company and its subsidiaries, the Executive’s
      interest in any unvested Shares then held by the Executive will be immediately
      forfeited and such Shares will be canceled on the books of the Company.


     

     

    4.  Restrictions
      on Transfer.
      Unvested Shares issued to the Executive under this Agreement may not be sold,
      assigned, transferred, pledged, hypothecated, encumbered or dispose of in any
      way, whether by operation of law or otherwise, and may not be subjected to
      execution, attachment or similar process, and any attempt to do so will be
      null
      and void. 

     

     

    5.  Dividends
      and Voting Rights.
      If cash
      dividends are paid by the Company with respect to its common stock, the amount
      of the dividends payable with respect to unvested Shares covered by this
      Agreement will be credited to a bookkeeping account in the name of the Executive
      and will be paid by the Company to the Executive if, as and when the
      corresponding Shares become vested. If Shares covered by this Agreement are
      forfeited, then any dividends with respect to such Shares that are credited
      to
      the Executive’s account will thereupon be forfeited as well. The Executive will
      be entitled to exercise voting rights with respect to the unvested Shares held
      by the Executive under this Agreement.

     

     

    6.  Issuance
      of Shares.
      The
      Executive is the record owner of the Shares on the Company’s books, subject to
      the vesting conditions and restrictions set forth in this Agreement. By
      executing this Agreement, the Executive expressly authorizes the Company to
      cancel, reacquire, retire or retain, at its election, any unvested Shares if
      and
      when they are forfeited in accordance with this Agreement. The Executive will
      execute and deliver such other documents and take such other actions, if any,
      as
      the Company may reasonably request in order to evidence such action with respect
      to any unvested Shares that are forfeited. If, as and when Shares become vested,
      then, subject to the satisfaction of applicable withholding and other legal
      requirements, the vested Shares will no longer be subject to the transfer
      restrictions contained in this Agreement and the Company’s books will be updated
      accordingly. For the avoidance of doubt, if the Shares becomes vested as a
      result of a change in control, the Executive will be entitled to participate
      in
      the change in control transaction (if any) with respect to such Shares (less
      any
      Shares withheld to satisfy applicable tax withholding) on the same basis and
      in
      the same manner as other stockholders of the Company. The Company may place
      such
      legends or notations on certificates or its books relating to unvested Shares
      as
      it deems appropriate in connection with the proper administration and
      enforcement of the vesting conditions and transfer restrictions imposed by
      this
      Agreement. 

     

    7.  Tax
      Withholding.
      By
      executing this Agreement, the Executive authorizes the Company to deduct from
      any compensation or any other payment of any kind (including withholding the
      issuance of Shares) due to the Executive the amount of any federal, state,
      local
      or foreign taxes required by law to be withheld as a result of the grant or
      vesting of the Shares in whole or in part; provided, however, that the value
      of
      the Shares and/or cash withheld may not exceed the statutory minimum withholding
      amount required by law. In lieu of such deduction, the Company may condition
      the
      issuance of a certificate or other evidence of ownership for vested Shares
      upon
      the Executive’s payment of cash to the Company or making other arrangements
      satisfactory to the Committee for the payment of such withholding obligation.
      

     

    
      
         

      

      
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    8.  Capital
      Changes.
      In the
      event of a stock dividend, stock split, spin off or other recapitalization
      with
      respect to the outstanding shares of the Company’s common stock, the Company
      will make such adjustments to the Shares covered by this Agreement as are made
      to outstanding shares of Company stock that are not covered by this Agreement
      and any securities or other property issued or distributed by the Company in
      connection with any such capital change will be subject to the same vesting
      conditions and transfer restrictions applicable to the Shares in respect of
      which such property or other securities will have been issued or distributed.
      

     

    9.  No
      Service or Other Rights.
      Nothing
      contained in the Plan or this Agreement shall confer upon the Executive any
      right with respect to the continuation of the Executive’s employment or other
      service with the Company or its subsidiaries or interfere in any way with the
      right of the Company and its subsidiaries at any time to terminate such
      employment or other service or to otherwise modify the terms and conditions
      of
      the Executive’s employment or other service. Compensation attributable to the
      award of Shares shall not be taken into account as compensation for purposes
      of
      determining the Executive’s benefits or entitlements under any employee pension,
      savings, group insurance, severance or other benefit plan or arrangement in
      which the Executive participates, unless and except to the extent otherwise
      specifically provided by such plan or arrangement.

     

    10.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without regard to its principles of conflict of
      laws.

     

    11.  Miscellaneous.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument. This Agreement shall be binding upon and shall inure to the benefit
      of the parties hereto and their respective successors and permitted assigns.
      This Agreement constitutes the entire agreement between the parties with respect
      to the subject matter hereof and may not be modified other than by written
      instrument executed by the parties. 

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been executed as of the date first above
      written.

     

    EYETEL
      IMAGING, INC.

    


     

    By:__________________________________

    Title:

     

     

    _____________________________________

    Executive

     

    
      
         

      

      
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