EX-10.4






Exhibit 10.4




GALIOT CAPITAL CORPORATION

2009 EQUITY INCENTIVE PLAN




FORM
OF RESTRICTED STOCK AWARD AGREEMENT




     AGREEMENT by and between Galiot Capital Corporation, a Maryland corporation (the “Company”)
and
                                        (the “Grantee”), dated as of the                    
  day of                     , 200_.



     WHEREAS, the Company maintains the Galiot Capital Corporation 2008 Equity Incentive Plan (the
“Plan”) (capitalized terms used but not defined herein shall have the respective meanings ascribed
thereto by the Plan);



     WHEREAS, the Grantee is a Director; and



     WHEREAS, the Committee has determined that it is in the best interests of the Company and its
stockholders to grant Restricted Stock to the Grantee subject to the terms and conditions set forth
below.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:




	 	1.	 	Grant of Restricted Stock.





     The Company hereby grants the Grantee                
      Shares of Restricted Stock of the Company,
subject to the following terms and conditions and subject to the provisions of the Plan. The Plan
is hereby incorporated herein by reference as though set forth herein in its entirety.




	 	2.	 	Restrictions and Conditions.





     The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the
following restrictions and conditions:




(i) Subject to clauses (iii) and (iv) below, the period of restriction with respect
to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof
and lapse on the first anniversary of such date. Subject to the provisions of the
Plan and this Agreement, during the Restriction Period, the Grantee shall not be
permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate,
alienate, encumber or assign the Shares (or have such Shares attached or garnished).




(ii) Except as provided in the foregoing clause (i), the Grantee shall have, in
respect of the Shares of Restricted Stock, all of the rights of a stockholder of the
Company, including the right to vote the Shares and the right to receive dividends.
The Grantee shall be entitled to receive any cash dividends on any shares of
Restricted Stock (whether or not then subject to restrictions) which have not been
forfeited. Certificates for Shares (not subject to restrictions under the



 









 






Plan) shall be delivered to the Grantee or his or her designee promptly after, and
only after, the Restriction Period shall lapse without forfeiture in respect of such
Shares of Restricted Stock.




(iii) Subject to clause (iv) below, if the Grantee has a Termination of Service
during the Restriction Period, then (A) all Shares still subject to restriction shall
thereupon, and with no further action, be forfeited by the Grantee, and (B) the
Company shall pay to the Grantee as soon as practicable (and in no event more than 30
days) after such termination an amount equal to the lesser of (x) the amount (if any)
paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan,
and (y) the Fair Market Value on the date of termination of the forfeited Restricted
Stock.




(iv) In the event the Grantee has a Termination of Service on account of death, or
Disability, or in the event of a Change in Control (regardless of whether a
termination follows thereafter), during the Restriction Period, then the Restriction
Period will immediately lapse on all Restricted Stock granted to the Grantee.




(v) Cessation of service as a Director shall not be treated as a cessation of service
for purposes of this paragraph 2 if the Grantee continues without interruption to
serve thereafter in such other capacity as determined by the Committee, and the
termination of such successor service shall be treated as the applicable termination.




	 	3.	 	Miscellaneous.






	 	(a)	 	THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF
THE STATE OF MARYLAND,
WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF
LAW WHICH COULD CAUSE THE
APPLICATION OF THE LAWS OF
ANY JURISDICTION OTHER THAN
THE STATE OF MARYLAND. The
captions of this Agreement
are not part of the
provisions hereof and shall
have no force or effect. This
Agreement may not be amended
or modified except by a
written agreement executed by
the parties hereto or their
respective successors and
legal representatives. The
invalidity or
unenforceability of any
provision of this Agreement
shall not affect the validity
or enforceability of any
other provision of this
Agreement.
	 
	 	(b)	 	The Committee may make such
rules and regulations and
establish such procedures for
the administration of this
Agreement as it deems
appropriate. Without limiting
the generality of the
foregoing, the Committee may
interpret the Plan and this
Agreement, with such
interpretations to be
conclusive and binding on all
persons and otherwise
accorded the maximum
deference permitted by law,
provided that the Committee’s
interpretation shall not be
entitled to deference on and
after a Change in Control
except to the extent that
such interpretations are made
exclusively by members of the
Committee who are individuals
who served as Committee
members before the Change in
Control and take any other
actions




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	 	 	 	and make any other determinations or decisions that it deems necessary or appropriate
in connection with the Plan, this Agreement or the administration or interpretation
thereof. In the event of any dispute or disagreement as to interpretation of the Plan
or this Agreement or of any rule, regulation or procedure, or as to any question,
right or obligation arising from or related to the Plan or this Agreement, the
decision of the Committee, except as provided above, shall be final and binding upon
all persons.






	 	(c)	 	All notices hereunder shall be in writing, and if to the Company or
the Committee, shall be delivered to the Board or mailed to its
principal office, addressed to the attention of the Board; and if to
the Grantee, shall be delivered personally, sent by facsimile
transmission or mailed to the Grantee at the address appearing in the
records of the Company. Such addresses may be changed at any time by
written notice to the other party given in accordance with this
paragraph 3(c).
	 
	 	(d)	 	The failure of the Grantee or the Company to insist upon strict
compliance with any provision of this Agreement, or to assert any
right the Grantee or the Company, respectively, may have under this
Agreement, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.
	 
	 	(f)	 	Nothing in this Agreement shall confer on the Grantee any right to
continue in the service of the Company or its Subsidiaries or
interfere in any way with the right of the Company or its Subsidiaries
and its stockholders to terminate the Grantee’s service at any time.
	 
	 	(g)	 	This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.




IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	 	GALIOT CAPITAL CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	[Grantee’s Name]







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