Exhibit 10.2
 
RESTRICTED STOCK AWARD AGREEMENT
 
pursuant to the
XETA TECHNOLOGIES, INC.
2004 OMNIBUS STOCK INCENTIVE PLAN
 
SUMMARY OF RESTRICTED STOCK AWARD
 


	Employee Name (the “Employee”):
	 
	                                                                                       .

	 
	 
	 

	Date of Grant (“Date of Grant”):
	 
	 

	 
	 
	 

	No. of Restricted Shares  Awarded:
	 
	                                                                                       .




 
The foregoing Restricted Stock award was granted by XETA Technologies, Inc. (the “Company”) on December 18, 2008 pursuant to its 2004 Omnibus Stock Incentive Plan as amended (the “Plan”), and is subject to all of the terms and conditions set forth in this Restricted Stock Award Agreement (this “Agreement”) and the Plan, all of which are deemed incorporated herein in their entirety as one single and fully integrated agreement.
 
TERMS OF AWARD
 


Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Plan.


 


1.             Grant
of Restricted Stock.  The  Company hereby
grants to Employee
                                              
(                )
restricted shares of the Company’s common stock, having a par value of $.001
per share (the “Restricted Stock”), effective as
of the Date of Grant.  The Restricted
Stock is granted pursuant to the Plan and is subject to the terms and
provisions of this Agreement and the Plan as may be amended from time to time.


 


2.             Vesting of Restricted Stock.  The Restricted Stock shall vest in three equal
annual installments as follows (so long as Employee continues to be employed
with the Company as of the vesting date,):


 


	
  Vesting Date

  	
   

  	
  No. of Shares Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 15,
  2010

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 15,
  2011

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 15,
  2012

  	
   

  	
   

  	
   

  



 


Provided that all conditions of this Agreement and the Plan have been
satisfied, on each vesting date the restrictions of Section 3 shall
lapse with respect to the quantity of Restricted Stock then vesting.


 

















 


3.             Restrictions.        In
addition to the restrictions provided for in the Plan, the Restricted Stock
shall be subject to the following restrictions.


 


(a)           The
Restricted Stock granted hereunder may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of, whether voluntarily or
involuntarily, by operation of law or otherwise, until the Restricted Stock
becomes vested in accordance with Section 2 above.  Immediately upon any attempt to transfer the
Restricted Stock prior to vesting of any rights hereunder, all unvested
Restricted Stock shall be forfeited by the Employee.


 


(b)           If
Employee’s employment with the Company is terminated by the Company without
Cause, by Employee voluntarily, by reason of Employee’s death or retirement, or
for any other reason other than “Cause” as that term is defined in the Plan,
all unvested Restricted Stock will automatically be forfeited, together with
any dividends paid on such unvested Restricted Stock, and all rights therein
will revert and be transferred to and reacquired by the Company, unless the
Committee, in its sole and absolute discretion, notifies the Employee otherwise
within thirty (30) days following such termination.


 


(c)           If
Employee’s employment with the Company is terminated by the Company for Cause,
all unvested Restricted Stock will, automatically and immediately, be forfeited
by Employee and transferred to the Company, together with any dividends that
may have been paid on such shares.


 


4.             Rights as
a Shareholder.  Subject to
the restrictions contained in this Agreement, Employee shall have all of the
rights of a shareholder of the Company, including the right to vote the
Restricted Stock and the right to receive cash dividends thereon; provided that
the Committee in its discretion may require that any dividends paid with
respect to unvested Restricted Stock be held in escrow until all restrictions
on such Restricted Stock have lapsed.


 


5.             Un-certificated Shares.    The Restricted Stock will be represented in book-entry
form by the Company’s transfer agent pursuant to the direct registration system
and will be evidenced by a direct registration statement.  In accordance with the Company’s bylaws,
Employee has the option to request that the Company issue a physical stock
certificate to Employee representing the Restricted Stock, after the Restricted
Stock vests.  Any certificates
representing and evidencing the Restricted Stock issued prior to vesting shall
be endorsed with the following restrictive legend:


 


The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including forfeiture
provisions and restrictions against transfer) contained in the 2004 Omnibus
Stock Incentive Plan of Xeta Technologies, Inc. and an Award Agreement
entered into between the registered owner of such shares and Xeta Technologies, Inc.
A copy of such Plan and Award Agreement is 


 


2

















 


on file in the office of the
Secretary of Xeta Technologies, Inc., 1814 West Tacoma Street, Broken
Arrow, Oklahoma 74012.


 


6.             Tax
Withholding Obligations. 
In order to satisfy any withholding or similar tax requirements relating
to the Restricted Stock, the Company has the right to deduct or withhold from
any payroll or other payment to Employee, or require Employee to remit to the
Company, an appropriate payment or other provision, which may include the
withholding of Restricted Stock.


 


7.             Change in Control.  Upon the occurrence of a Change in Control of
the Company, all unvested Restricted Stock shall immediately expire and be
cancelled.


 


8.             No Right to Continued Employment.  Neither the grant of
Restricted Stock nor this Agreement confers upon Employee any right to
continued employment with the Company.


 


9.             Nature
of Award and Registration of Stock.


 


(a)           The
award of the Restricted Stock is voluntary and does not create any right on the
part of Employee to receive future grants of any Incentive Awards under the
Plan.  All decisions with respect to
future grants of Incentive Awards, if any, will be at the sole discretion of
the Company.


 


(b)           The
Company has an effective registration statement on file with the Securities and
Exchange Commission with respect to the shares of common stock subject to this
Award.  The Company intends to maintain
this registration statement but has no obligation to do so.  If the registration ceases to be effective,
Employee will not be able to transfer or sell the vested Restricted Stock
unless exemptions from registration under applicable securities laws are
available. The Employee agrees that any resale by him or her of the Restricted
Stock will comply in all respects with the requirements of all applicable
securities laws, rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, as amended).


 


(c)           The Employee
shall execute and deliver to the Company such written representations or other
documentation, if any, as may be requested by the Company in order for it to
comply with applicable requirements of federal and state securities laws, as
well as any other applicable laws, rules or regulations.


 


10.          Miscellaneous.  This Agreement and the Award evidenced hereby
are made and granted pursuant to the Plan and are in all respects limited by
and subject to the terms of the Plan. 
All decisions of the Committee with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in the Restricted Stock award.  In the event of any conflict between the
terms of the Plan and the terms of this Agreement, the terms of the Plan shall
govern.  This Agreement shall be governed
by the laws of the State of Oklahoma, without resort to that state’s
conflict-of-laws rules.


 


3

















 


EXECUTED in Broken Arrow, Oklahoma, on and as of
the Effective Date.


 


 


	
  XETA TECHNOLOGIES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Greg D. Forrest

  	
   

  
	
  Chief Executive Officer

  	
   

  



 


 


ACKNOWLEDGEMENT
OF EMPLOYEE:


 


The Employee
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
the terms and provisions hereof.  The
Employee acknowledges receipt of the prospectus for the Plan
dated                                    .


 


	
  “Employee”

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  



 


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