Exhibit 10.3





Exhibit 10.3


HEALTHSPORT, INC.

2009 EQUITY INCENTIVE PLAN


STOCK AWARD AGREEMENT




Healthsport, Inc., a Delaware corporation, (the “Company”), hereby awards a Stock Award of
restricted stock (the “Restricted Stock”) to the Participant named below. The terms and conditions
of the Stock Award are set forth in this cover sheet and the attached Stock Award Agreement
(collectively, the “Agreement”) and in the 2009 Equity Incentive Plan (the “Plan”). The text of
the Plan is incorporated in the Agreement by this reference.



	 	 	 	 	 
	Date of Award:
	 	 	 	 
	 
	 	 	 	 
	Name of Participant:
	 	 	 	 
	 
	 	 	 	 
	Number of Shares of Restricted Stock Awarded:
	 	 	 	 
	 
	 	 	 	 
	Amount
Paid by Participant for the Shares of Restricted Stock Awarded:
$______
	 	 	 	 
	 
	 	 	 	 
	Aggregate Fair Market Value of Restricted Stock on Date of Award: $______
	 	 	 	 






Vesting Calculation Date:                                         , 2009




Vesting Schedule:



As long as you render continuous Service to the Company (or its Parent, Subsidiary or Affiliate),
you will become vested as to  _____% of the total number of Shares of Restricted Stock awarded (rounded
down to the nearest whole number), as shown above on the cover sheet, on each of the dates listed
below (the “Vesting Dates”):




	 	•	 	[DATE 1]
	 
	 	•	 	[DATE 2]
	 
	 	•	 	[DATE 3]
	 
	 	•	 	[DATE 4]
	 
	 	•	 	[DATE 5]





In the event that your Service to the Company (or its Parent, Subsidiary or Affiliate) ceases prior
to any of the Vesting Dates, you will forfeit to the Company without consideration all of the
unvested Shares subject to this Award.




By signing this cover sheet, you agree to all terms and conditions described in the attached
Stock Award Agreement and in the Plan. You specifically acknowledge that you have carefully
read the section entitled “Code Section 83(b) Election” and the attachment entitled “Section
83(b) Elections” and you further acknowledge that you are solely responsible for filing any
Code Section 83(b) election, and that such election must be filed within thirty (30) days
after the Date of Award in order to be effective. You are also acknowledging receipt of this
Agreement and a copy of the Plan.



	 	 	 	 	 	 	 
	Company:

	 	 	 	 	 	Participant:
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	Its:

	 	 

	 	 
	 	 

	 

	 	 	 	 	 	 






 


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Attachments




 


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HEALTHSPORT, INC.

2009 EQUITY INCENTIVE PLAN




STOCK AWARD AGREEMENT




	 	 	 
	The Plan and Other Agreements

	 	The text of the Plan is incorporated
in this Agreement by this reference.
You and the Company agree to
execute such further instruments and
to take such further action as may
reasonably be necessary to carry out
the intent of this Agreement.
Unless otherwise defined in this
Agreement, certain capitalized terms
used in this Agreement are defined
in the Plan.
	 
	 	 
	 

	 	This Agreement, the attached
Exhibits and the Plan constitute the
entire understanding between you and
the Company regarding this Award of
Restricted Stock. Any prior
agreements, commitments or
negotiations are superseded.
	 
	 	 
	Award of Restricted Stock

	 	The Company awards you the number of
shares of Restricted Stock shown on
the cover sheet of this Agreement.
The Award is subject to the terms
and conditions of this Agreement and
the Plan. This Award is not
intended to constitute a
nonqualified deferred compensation
plan within the meaning of section
409A of the Code and will be
interpreted accordingly. You may
also be required, as a condition of
this Award, to enter into any
Company stockholder agreement or
other agreements that are applicable
to stockholders.
	 
	 	 
	Vesting

	 	This Award will vest according to
the Vesting Schedule set forth on
the attached cover sheet.
	 
	 	 
	Escrow

	 	The certificate(s) for the
Restricted Stock shall be deposited
in escrow with the Secretary of the
Company (or his/her designee) to be
held in accordance with the
provisions of this paragraph. Each
deposited certificate shall be
accompanied by a duly executed
Assignment Separate from Certificate
in the form attached hereto as
Exhibit A. The deposited
certificates shall remain in escrow
until such time as the certificates
are to be released or otherwise
surrendered for cancellation as
discussed below. Upon delivery of
the certificates to the Company, you
shall be issued an instrument of
deposit acknowledging the number of
Shares of Restricted Stock delivered
in escrow to the Secretary of the
Company.
	 
	 	 
	 

	 	All regular cash dividends, if any,
on the Restricted Stock shall be
paid directly to you and shall not
be held in escrow.
	 
	 	 
	 

	 	The Restricted Stock held in escrow
hereunder shall be subject to the
following terms and conditions
relating to its release from escrow
or its surrender to the Company,
provided, however, that the minimum
number of shares released to you in
any individual release of share
certificates must be at least
twenty-five (25) Shares (unless the
release represents your final
release of Share certificates from
escrow):
	 
	 	 
	 

	 	•     A portion of the Restricted
Stock shall be released from escrow
and the Share certificates delivered
to you when (i) that portion of the
Restricted Stock has vested
according to the Vesting Schedule,
this Agreement and the Plan, (ii)
that portion of the Restricted Stock
has been deemed to be Certified
Shares, and (iii) you request such
delivery. Only Certified Shares
that have satisfied all of the
vesting conditions of this Agreement
and the Plan shall be released from
escrow. Upon termination of your
continuous Service for any reason
(and subject to any provisions of
this Agreement or the Plan
specifically related to vesting upon
such termination), all the
Restricted Stock shall be
immediately surrendered to the
Company except for the Certified
Shares that have satisfied all of
the vesting conditions of this
Agreement and the Plan as of the
date of termination.








 


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	Change in Control 

	 	Notwithstanding anything to the
contrary in this Agreement or the
Plan, in the event of a Change in
Control during your Service, this
Award and all the Restricted Stock
shall vest as of immediately before
such Change in Control.
	 
	 	 
	No Assignment

	 	The Shares subject to this Award
shall not be sold, anticipated,
assigned, attached, garnished,
optioned, transferred or made
subject to any creditor’s process,
whether voluntarily, involuntarily
or by operation of law. However,
this shall not preclude a transfer
of vested Certified Shares by will
or by the laws of descent and
distribution. In addition, pursuant
to Company procedures, you may
designate a beneficiary who will
receive any outstanding vested
Certified Shares in the event of
your death.
	 
	 	 
	The Company’s
Right of First Refusal

	 	In the event that you propose to
sell, pledge or otherwise transfer
to a third party any Shares acquired
under this Agreement, or any
interest in such Shares, the Company
shall have the “Right of First
Refusal” with respect to all (and
not less than all) of such Shares.
If you desire to transfer Shares
acquired under this Agreement, you
must give a written “Transfer
Notice” to the Company describing
fully the proposed transfer,
including the number of Shares
proposed to be transferred, the
proposed transfer price and the name
and address of the proposed
transferee.
	 
	 	 
	 

	 	The Transfer Notice shall be signed
both by you and by the proposed new
transferee and must constitute a
binding commitment of both parties
to the transfer of the Shares. The
Company shall have the right to
purchase all, and not less than all,
of the Shares on the terms of the
proposal described in the Transfer
Notice (subject, however, to any
change in such terms permitted in
the next paragraph) by delivery of a
notice of exercise of the Right of
First Refusal within thirty (30)
days after the date when the
Transfer Notice was received by the
Company. The Company’s rights under
this subsection shall be freely
assignable, in whole or in part.






If the Company fails to exercise its
Right of First Refusal within thirty
(30) days after the date when it
received the Transfer Notice, you
may, not later than ninety (90) days
following receipt of the Transfer
Notice by the Company, conclude a
transfer of the Shares subject to
the Transfer Notice on the terms and
conditions described in the Transfer
Notice. Any proposed transfer on
terms and conditions different from
those described in the Transfer
Notice, as well as any subsequent
proposed transfer by you, shall
again be subject to the Right of
First Refusal and shall require
compliance with the procedure
described in the paragraph above. If the Company exercises its Right
of First Refusal, the parties shall
consummate the sale of the Shares on
the terms set forth in the Transfer
Notice within sixty (60) days after
the date when the Company received
the Transfer Notice (or within such
longer period as may have been
specified in the Transfer Notice);
provided, however, that in the event
the Transfer Notice provided that
payment for the Shares was to be
made in a form other than lawful
money paid at the time of transfer,
the Company shall have the option of
paying for the Shares with lawful
money equal to the present value of
the consideration described in the
Transfer Notice.







 


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	 	The Company’s Right of First Refusal
shall inure to the benefit of its successors and assigns and shall be
binding upon any transferee of the Shares.
	 
	 	 
	 

	 	The Company’s Right of First Refusal
shall terminate in the event that
Shares are listed on an established
stock exchange or are quoted
regularly on the OTC Bulletin Board.
	 
	 	 
	Right of Repurchase

	 	Following your Termination Date
after termination of your Service
for any reason, the Company shall
have the right to purchase all of
those Shares that you have acquired
under this Award. If the Company
exercises its right to purchase such
Shares, the purchase price shall be
the Fair Market Value of those
Shares on the date of purchase as
determined by the Board of Directors
and shall be paid in cash. The
Company will notify you of its
intention to purchase such Shares,
and will consummate the purchase
within any time period established
by applicable law. The Company’s
Right of Repurchase shall inure to
the benefit of its successors and
assigns and shall be binding upon
any transferee of the Shares. The
Company’s rights under this
subsection shall be freely
assignable, in whole or in part.
The Company’s right of repurchase
shall terminate in the event that
the Shares are listed on an
established stock exchange or are
quoted regularly on the OTC Bulletin
Board.
	 
	 	 
	Code Section 83(b) Election

	 	You represent and warrant that you
understand the Federal, state and
local income tax consequences of the
granting of this Restricted Stock.
Under Section 83 of the Code, the
Fair Market Value of the Restricted
Stock on the date any forfeiture
restrictions applicable to such
Restricted Stock lapse will be
reportable as ordinary income at
that time. For this purpose,
“forfeiture restrictions” include
surrender to the Company of unvested
Restricted Stock as described above.
You may voluntarily elect to be
taxed at the time the Restricted
Stock is acquired to the extent that
the Fair Market Value of the
Restricted Stock exceeds the amount
of consideration paid by you (if
any) for such Restricted Stock at
that time rather than when such
Restricted Stock ceases to be
subject to such forfeiture
restrictions, by filing an election
under Section 83(b) of the Code with
the Internal Revenue Service within
thirty (30) days after the Date of
Award. A form for making this
election is attached as Exhibit B
hereto. Failure to make this filing
within the thirty (30) day period
will result in the recognition of
ordinary income by you as the
forfeiture restrictions lapse. YOU
ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION
UNDER CODE SECTION 83(b), EVEN IF
YOU REQUEST THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING
ON YOUR BEHALF. MOREOVER, YOU ARE
RELYING SOLELY ON YOUR OWN ADVISORS
WITH RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE A CODE
SECTION 83(b) ELECTION.






 


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	Leaves of Absence

	 	For purposes of this Agreement,
while you are a common-law employee,
your Service does not terminate when
you go on a bona fide leave of
absence that was approved by the
Company (or its Parent, Subsidiary
or Affiliate) in writing, if the
terms of the leave provide for
continued Service crediting, or when
continued Service crediting is
required by applicable law. Your
Service terminates in any event when
the approved leave ends, unless you
immediately return to active work.




The Company determines which leaves
count for this purpose, and when
your Service terminates for all
purposes under the Plan.
	 
	 	 
	Voting and Other Rights

	 	Subject to the terms of this
Agreement, you shall have all the
rights and privileges of a
stockholder of the Company while the
Restricted Stock is held in escrow,
including the right to vote and to
receive dividends (if any).
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Company stock, the number of
outstanding Shares of Restricted
Stock covered by this Award may be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan.
	 
	 	 
	Restrictions on 

Issuance

	 	The Company will not issue any
Restricted Stock or Shares if the
issuance of such Restricted Stock or
Shares at that time would violate
any law or regulation.
	 
	 	 
	Taxes and Withholding

	 	You will be solely responsible for
payment of any and all applicable
taxes associated with this Award.

	 
	 

	 	
The delivery to you of any Shares
will not be permitted unless and
until you have satisfied any
withholding or other taxes that may
be due.
	 
	 	 
	Restrictions on Resale

	 	By signing this Agreement, you agree
not to (i) sell (or transfer or
assign) any Restricted Stock prior
to its vesting and its designation
as Certified Shares, or (ii) sell
(or transfer or assign) any Shares
acquired under this Award at a time
when applicable laws, regulations or
Company or underwriter trading
policies prohibit sale.
	 
	 	 
	 

	 	If the sale of Shares acquired under
this Award is not registered under
the Securities Act of 1933, but an
exemption is available which
requires an investment
representation or other
representation and warranty, you
shall represent and agree that the
Shares being acquired are being
acquired for investment, and not
with a view to the sale or
distribution thereof, and shall make
such other representations and
warranties as are deemed necessary
or appropriate by the Company and
its counsel.
	 
	 	 
	Legends

	 	All certificates representing the
Common Stock issued under this Award
may, where applicable, have endorsed
thereon the following legend and any
other legend the Company determines
appropriate:
	 
	 	 
	 

	 	“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OPTIONS
TO PURCHASE SUCH SHARES SET FORTH IN
AN AGREEMENT BETWEEN THE COMPANY AND
THE REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE
COMPANY BY THE HOLDER OF RECORD OF
THE SHARES REPRESENTED BY THIS
CERTIFICATE.”






 


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	 	“THE SHARES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.”
	 
	 	 
	No Retention Rights

	 	This Agreement is not an employment
agreement and does not give you the
right to be retained by the Company
(or its Parents, Subsidiaries or
affiliates) and you agree that you
are an employee-at-will. The
Company (or its Parents,
Subsidiaries or affiliates) reserves
the right to terminate your Service
at any time and for any reason.
	 
	 	 
	Notice

	 	Any notice to be given or delivered
to the Company relating to this
Agreement shall be in writing and
addressed to the Company at its
principal corporate offices. Any
notice to be given or delivered to
you relating to this Agreement shall
be in writing and addressed to you
at such address of which you advise
the Company in writing. All notices
shall be deemed effective upon
personal delivery or upon deposit in
the U.S. mail, postage prepaid and
properly addressed to the party to
be notified.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware.






 








In consideration of the Company granting you this Restricted Stock, please acknowledge your agreement to

fully comply with all of the terms and provisions contained herein by signing this Agreement in the space

provided above and returning it promptly to:




HEALTHSPORT, INC.

Attention: [          ], Secretary





 


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EXHIBIT A




ASSIGNMENT SEPARATE FROM CERTIFICATE




FOR VALUE RECEIVED and pursuant to that certain Stock Award Agreement dated as of
[_______], the undersigned hereby sells, assigns and transfers unto [_________]
shares of the Common Stock of Healthsport, Inc., a Delaware corporation, standing in the
undersigned’s name on the books of said corporation represented by certificate No. 
 __________,
herewith, and does hereby irrevocably constitute and appoint
 ________ 

attorney-in-fact to
transfer the said stock on the books of the said corporation with full power of substitution in the
premises.



Dated: [Month] [Day], 20___




	 	 	 	 	 
	 

	 	 

	 	 





 


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EXHIBIT B




ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE




The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue
Code with respect to the property described below and supplies the following information in
accordance with the regulations promulgated thereunder:




	1.	 	The name, address and social security number of the undersigned:





	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Social Security No.:
	 	 	 	 
	 

	 	 

	 	 







	2.	 	Description of property with respect to which the election is being made:
	 
	 	 	
 _________ 

shares of common stock of Healthsport, Inc. (the “Company”).






	3.	 	The date on which the property was transferred is
 _________, [YEAR].






	4.	 	The taxable year to which this election relates is calendar year [YEAR].






	5.	 	Nature of restrictions to which the property is subject:






The shares of stock are subject to the provisions of a Stock Award Agreement (the
“Agreement”) between the undersigned and the Company. The shares of stock are subject to
forfeiture under the terms of the Agreement.




	6.	 	The Fair Market Value of the property at the time of transfer (determined without regard to
any lapse restriction) was $_____ per share, [for a total of $__________.]






	7.	 	The amount paid by taxpayer for the property was $__________.






	8.	 	A copy of this statement has been furnished to the Company.





Dated:
 ____________, [YEAR].



	 	 	 	 	 
	 

	 	 

[Taxpayer’s Name]
	 	 






 


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SECTION 83(b) ELECTIONS




This memorandum briefly describes certain aspects of Internal Revenue Code section 83 and
section 83(b) elections as they exist under current law. A form of election is attached. The
effect of making the election is that it permits the employee or consultant to include in his or
her gross income, in his or her taxable year in which unvested shares are transferred, the excess,
if any, of (i) the Fair Market Value of such shares at the time of transfer (determined without
regard to restrictions other than those which will never lapse), over (ii) the amount (if any) paid
for such shares.



By making the section 83(b) election, subsequent appreciation in the value of the shares
generally will be taxed as a capital gain, rather than as compensation. Also, appreciation that
occurs after the transfer but prior to vesting will not be taxed until the shares are sold.
Finally, such subsequent appreciation may be deferred if transfer occurs in a tax-free
reorganization or may go untaxed altogether if a stepped-up basis results from transfer by reason
of death. However, if the shares are forfeited the employees or consultants who made the election
can only deduct a loss to the extent the amount received (if any) on forfeiture is less than the
amount paid (if any) for such shares. Thus, such employees or consultants are precluded from
recovering the tax paid with respect to any reported compensation income. Moreover, any loss
recognized will generally be a capital loss which can only offset capital gains plus $3,000 of
ordinary income ($1,500 in the case of married individuals filing a separate return).



In the absence of an election, the employee or consultant who receives unvested shares does
not recognize any income until such shares vest. In the taxable year in which any shares vest such
employee or consultant will recognize compensation income equal to the excess, if any, of (i) the
Fair Market Value of the vested shares on the vesting date, over (ii) the amount (if any) paid for
such shares. If the shares are forfeited the employee or consultant will recognize ordinary loss
to the extent the amount received on forfeiture is less than the amount paid for such shares.



The election must be made not later than 30 days after the date of transfer of the shares to
the employee or consultant. The election is to be filed with the Internal Revenue Service Center
with which the employee or consultant files his or her return. In general, the election is
irrevocable.



Each filing should be made by certified mail with the sender’s receipt postmarked at the time
of mailing to establish proof of filing. Also, one copy of the election should be filed with the
company. Finally, one copy of the election must be submitted with the employee’s federal income
tax returns for the taxable year in which the shares are transferred. Although the election must
be made within 30 days of the date of transfer of the shares, the tax, if any, arising out of the
election need not be paid until the employee or consultant files his or her tax return for the tax
year of transfer (subject to the withholding rules discussed below).



The company should be entitled to a tax deduction for federal income tax purposes equal to the
amount, if any, included in the gross income of the employees or consultants receiving the shares.
Any deduction is allowed for the taxable year of the company in which or with which ends the
taxable year in which the amount was included in the gross income of the employee or consultant.



While it may be desirable from a tax standpoint for employees and consultants to make an 83(b)
election at the time unvested shares are acquired, the matter should be reviewed by each employee
or consultant with his or her tax adviser.



The foregoing is intended only as a general summary of the tax consequences of section 83(b)
elections.




 


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