ex10-2.htm


    
      
        

      
Exhibit 10.2

     

    
      


       

      LASERCARD
CORPORATION

      NOTICE
OF RESTRICTED STOCK AWARD

       

      


      Robert T.
DeVincenzi

       

       

      You have been awarded Restricted Shares
of Common Stock of LaserCard Corporation, a Delaware corporation (the
“Company”), on the following terms and pursuant to such other terms and
conditions as are set forth in the Restricted Stock Award Agreement and the
LaserCard Corporation 2004 Equity Incentive Compensation Plan, as amended (the
“Plan”), both of which are attached to and made a part of this
document.  Certain capitalized terms used in this Notice of Restricted
Stock Award are defined in the Plan.

       

      
        
          	
                  Date of
    Grant:

                	
                  06/02/2008

                
	 	 
	
                  Total Number of Shares
      Awarded:

                	
                  20,000

                
	 	 
      
	 	 
	
                  Fair Market Value per
      Share:

                	
                  $7.115

                
	 	 
	
                  Total Fair Market Value Of
      Award:

                	
                  $142,300.00

                
	 	 
	
                  Vesting
      Schedule:

                	
                  The Restricted Shares granted
      shall vest in accordance

                
	 
      	
                  with the following schedule,
      subject to your continuous

                
	 
      	
                  common-law employment with the
      Company or a Sub-

                
	 
      	
                  sidiary: 25% of the Restricted
      Shares shall vest on each

                
	 
      	
                  of the first, second, third, and
      fourth anniversaries of

                
	 
      	
                  the Date of Grant of their
      award.

                


        

      

       

      By your signature below, you
acknowledge receipt of a copy of the Plan, and agree that (a) these Restricted
Shares are granted under and governed by the terms and conditions of the Plan
and the Restricted Stock  Award Agreement; (b) you have carefully
read, fully understand and agree to all of the terms and conditions described in
the attached Restricted Stock Award Agreement and the Plan; (c) you understand
and agree that this Notice of Restricted Stock Award, including the attached
Restricted Stock Award Agreement and Plan, constitutes the entire understanding
between you and the Company regarding this Award, and that any prior agreements,
commitments or negotiations concerning this Award are replaced and superseded;
(d) you have been given an opportunity to consult legal counsel with respect to
all matters relating to this Award prior to signing this Notice of Restricted
Stock Award and that you have either consulted such counsel or voluntarily
declined to consult such counsel; and (e) you have received a copy of a
prospectus covering the Plan.

       

       

      
        
          	 
      	 	 	
                  LaserCard
      Corporation

                	 
	 
      	 	 	 
      	 	 
	
                  /Robert T.
      DeVincenzi

                	 	 	
                  By 

                	/s/Bernard
      C. Bailey	 
	
                  Robert T.
      DeVincenzi

                	 	 	
                   

                	
                  Bernard C. Bailey, Chairman of the
      Board

                	 
	 
      	 	 	 
      	 	 
	
                  July 3,
2008

                	 	 	
                  July 2,
2008

                	 
	
                  Date

                	 	 	
                  Date

                	 


        

      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      


      LaserCard
Corporation

      


      RESTRICTED
STOCK AWARD AGREEMENT

      


      


      
        	
                Governing
      Terms

              	
                The
      Restriced Stock Award is not granted under the Corporation’s 2004 Equity
      Incentive Compensation Plan, as amended (the “Plan”); however, unless
      otherwise defined in this Agreement, the definitions contained in Section
      2 of the Plan are hereby incorporated by reference.  Since the
      Restriced Stock Award is not covered by the S-8 Registration Statement
      governing the Plan, the Corporation agrees to prepare and file with the
      Securities and Exchange Commission at its expense an S-8 Registration
      Statement covering the Restriced Stock Award and the shares of Common
      Stock available upon its vesting.

              
	 	 
	
                Vesting

              	
                The
      Restricted Shares that you are receiving will vest in installments, as
      shown in the Notice of Restricted Stock Award, subject to any applicable
      change in control agreement (or other agreement affecting vesting) between
      you and the Company. No additional shares will vest after your Service has
      terminated for any reason.

              
	 	 
	Forfeiture	
                If
      your Service terminates for any reason, then your Restriced Shares will be
      forfeited to the extent that they have not vested before the termination
      date and do not vest as a result of termination.  This means
      that the unvested Restricted Shares will immediately revert to the
      Company.  You receive no payment for Restricted Shares that are
      forfeited. The Company determines when your Service terminates for this
      purpose.

              
	 	 
	Leaves
      of Absence	
                For
      purposes of this Award, your Service does not terminate when you go on a
      military leave of absence, a sick leave of absence or another bona fide
      leave of absence, if the leave of absence was approved by the Company in
      writing and if continued crediting of Service is required by the terms of
      the leave or by applicable law. Your Service will terminate when the
      approved leave of absence ends unless you immediately return to active
      work.

              
	 	 
	
                Unvested
      Shares Not 

                Transferable

              	
                Except
      to the extent permitted by
      the Committee, you may not sell, transfer, pledge or otherwie dispose of
      unvested Restricted
      Shares. 

              
	 	 
	
                Form
      of Payment

              	
                No
      payment is required for the Restricted Shares that you are
      receiving.

              
	 	 
	
                Stock
      Certificates

              	
                The
      certificates for the Restricted Shares have stamped on them a special
      legend referring to the forfeiture restrictions. In addition to or in lieu
      of imposing the legend, the Company may hold the certificates in escrow.
      As your vested percentage increases, you may request (at reasonable
      intervals) that the Company release to you a non-legended certificate for
      your vested shares. Alternatively, at the
      election of the Company, and subject to the vesting and other requirements
      and limitations described in this Agreement, Restricted Shares may be
      recorded in book entry form with the transfer agent, with the book entry while the Restricted Shares are unvested, having an appropriate notation
      referring to the forfeiture and non-transferability
      conditions.

                 

                 

                 

                 

                 

                 

              


      

       

       

      
      

       

      
        	
                RSA
      Out of Plan  20K DeVincenzi

              	 	
                Page 1 of 2

              
	 	
                LaserCard
      Corporation

                Restricted
      Stock Award Agreement

              	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                Withholding
      Taxes 

                and
      Stock 

                Withholding

              	
                No
      stock certificates representing Restricted Shares will be distributed to
      you (nor will notations referring to the forfeiture
      and
      non-transferability conditions be removed from
      book entries) unless any withholding taxes that may be due as a result of
      this award or the vesting of the Restricted Shares have been paid. By
      signing this Agreement, you authorize the Company or your actual employer
      to withhold all applicable withholding taxes legally payable by you. The
      Company shall withhold Restricted Shares that otherwise would be
      distributed to you when they vest to satisfy the withholding obligation,
      but not in excess of the number of shares necessary to satisfy the minimum
      withholding amount. The Fair Market Value of these shares, determined as
      of the date when taxes otherwise would have been withheld in cash, will be
      applied to the withholding taxes.  

              
	 	 
	
                Restrictions
      on and 

                Notice
      of Resale

              	
                By
      signing this Agreement, you agree not to sell any shares at a time when
      applicable laws, Company policies or an agreement between the Company and
      its underwriters prohibit a sale. This restriction will apply as long as
      you are an employee, consultant or director of the Company or a subsidiary
      of the Company.

              
	 	 
	
                Retention
      Rights

              	
                Neither
      your Award nor this Agreement gives you the right to be retained by the
      Company or a subsidiary of the Company in any capacity. The Company and
      its subsidiaries reserve the right to terminate your Service at any time,
      with or without cause.

              
	 	 
	
                Stockholder
      Rights

              	
                During
      the period of time between the date of grant and the date the shares
      become vested, you shall have all the rights of a shareholder with respect
      to the shares except for the right to transfer the shares, as set forth in
      this Agreement.
      Accordingly, you shall have the right to vote the shares and to receive
      any cash dividends paid with respect to the shares.

              
	 	 
	
                Adjustments

              	
                In
      the event of a stock split, a stock dividend or a similar change in
      Company stock, the number of shares covered by this Award shall be
      adjusted pursuant to the Plan. If the Company is a party to a merger or
      other reorganization, this Award will be subject to the agreement of
      merger or reorganization, which must provide for the treatment of this
      Award as required by Section 12(c) of the Plan.

              
	 	 
	
                Applicable
      Law

              	
                This
      Agreement will be interpreted and enforced under the laws of the State of
      Delaware (without regard to their choice-of-law
    provisions).

              
	 	 
	
                The
      Plan and Other 

                Agreements

              	
                For
      convenience, the terms of the Plan are incorporated into this Agreement by
      reference and shall be definitive as to their subject matter. All
      capitalized terms in the Restricted Stock Award Agreement shall have the
      meanings assigned to them in the Plan. This Agreement and the Plan
      constitute the entire understanding between you and the Company regarding
      this Award. Any prior agreements, commitments or negotiations concerning
      this Award are superseded. This Agreement may be amended only by another
      written agreement, signed by both
parties.

              


      

      


      


      BY
SIGNING THE NOTICE OF RESTRICTED STOCK AWARD ACCOMPANYING THIS
AGREEMENT,

      YOU
AGREE TO ALL OF THE TERMS AND CONDITIONS

      DESCRIBED
ABOVE AND IN THE PLAN.

      

         

        
        

         

        
          	
                  RSA
      Out of Plan  20K DeVincenzi

                	 	
                  Page 2 of 2

                
	 	
                  LaserCard
      Corporation

                  Restricted
      Stock Award Agreement