vivakor_s1-ex1003.htm


    EXHIBIT
10.3

     

    Grant No.:
_______

     

    VIVAKOR,
INC.

    2008 Incentive
Plan

    RESTRICTED
STOCK AWARD

    


    VivaKor,
Inc., a Nevada corporation (the “Company”), grants shares of common stock, $.001
par value (the “Shares”), of the Company to the Grantee named below, subject to
the vesting conditions set forth in the attachment. Additional terms and
conditions of the grant are set forth in this cover sheet, in the attachment,
and in the Company’s 2008 Incentive Plan (the “Plan”).

    


    Grant
Date: __________________, 200__

    


    Name of
Grantee: _________________________________________________

    


    Grantee’s
Social Security Number: _____-____-_____

    


    Number of
Shares Covered by Grant: ______________

    


    Purchase
Price per Share: $_____.___

    


    Manner of
Payment (check appropriate space):    _______
cash/check  _______ services

    


    By signing this
cover sheet, you agree to all of the terms and conditions described in the
attached Restricted Stock Award and in the Plan, a copy of which is also
attached. You acknowledge that you have carefully reviewed the Plan, and agree
that the Plan will control in the event any provision of this Award should
appear to be inconsistent.

     

    
      	
              Grantee:

            	 	 
      
	 
      	
               

            	 
      
	 
      	
              (Signature)

            	 
      
	 
      	 
      	 
      
	
              Company:

            	 	 
      
	 
      	
               

            	 
      
	 
      	
              (Signature)

            	 
      
	 
      	 
      	 
      
	 
      	
              Title:

            	 
      


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Attachments

     

    VIVAKOR,
INC.

    2008 Incentive
Plan

    RESTRICTED STOCK
AWARD

    
      	 
      	 
      	 
      
	
              Restricted
      Stock/ Nontransferability

            	 
      	
              This
      grant is an award of stock in the number of Shares set forth on the cover
      sheet, at the Purchase Price set forth on the cover sheet, and subject to
      the vesting conditions described below (“Restricted Stock”). The purchase
      price for the Restricted Stock may be paid in either cash or check made
      payable to the Company, or may be deemed paid by your services to the
      Company (if approved by the Board of Directors or committee administering
      the Plan). To the extent not yet vested, your Restricted Stock may not be
      transferred, assigned, pledged or hypothecated, whether by operation of
      law or otherwise, nor may the Restricted Stock be made subject to
      execution, attachment or similar process.

            
	 
      	 
      	 
      
	
              Issuance
      and Vesting

            	 
      	
              The
      Company will issue your Restricted Stock in your name as of the Grant
      Date.

               

              Your
      right to the Shares under this Restricted Stock Award grant vests as to
      the total number of Shares covered by this grant, as shown on the cover
      sheet, on the first anniversary of the Grant Date (an “Anniversary Date”),
      provided you then continue in Service. If, however, you are restricted
      from selling Shares on the Anniversary Date pursuant to the Company’s
      policy on insider trading, your Shares that would have vested on that
      vesting date will vest on the first date that is during a window period in
      which Company insiders are not restricted from selling
Shares.

               

              Your
      right to the Shares under this Restricted Stock Award will become fully
      vested on your termination of Services due to death or disability (or such
      other conditions permitted by a written employment agreement with the
      Company). No additional Shares will vest after your Service has terminated
      for any reason.

            
	 
      	 
      	 
      
	
              Forfeiture
      of Unvested Shares

            	 
      	
              In
      the event that your Service terminates for any reason other than death or
      disability, you will forfeit to the Company all of the Shares subject to
      this grant that have not yet vested (unless otherwise provided in your
      employment agreement).

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              Escrow

            	 
      	
              The
      certificates for the Restricted Stock shall be deposited in escrow with
      the Secretary of the Company 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 or times 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 delivered in escrow to the Secretary of the
  Company.

            
	 
      	 
      	
               

              All
      regular cash dividends on the Shares (or other securities at the time held
      in escrow) shall be paid directly to you and shall not be held in escrow.
      However, in the event of any dividend, split, recapitalization or other
      change affecting the Company’s outstanding Shares as a class effected
      without receipt of consideration or in the event of a split, a dividend or
      a similar change in the Shares, any new, substituted or additional
      securities or other property which is by reason of such transaction
      distributed with respect to the Shares shall be immediately delivered to
      the Secretary of the Company to be held in escrow hereunder, but only to
      the extent the Shares are at the time subject to the escrow requirements
      hereof.

               

              As
      your interest in the Shares vests, as described above, the certificates
      for such vested Shares shall be released from escrow and delivered to you,
      at your request, within 30 days of their vesting.

            
	 
      	 
      	 
      
	
              Withholding
      Taxes

            	 
      	
              You
      agree, as a condition of this grant, that you will make acceptable
      arrangements to pay any withholding or other taxes that may be due as a
      result of the vesting of Shares acquired under this grant. In the event
      that the Company determines that any federal, state, local or foreign tax
      or withholding payment is required relating to the vesting of Shares
      arising from this grant, the Company shall have the right to require such
      payments from you, or withhold such amounts from other payments due to you
      from the Company or any Affiliate.

            
	 
      	 
      	 
      
	
              Section 83(b) Election

            	 
      	
              Under
      Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”),
      the difference between the purchase price paid for the Shares and their
      fair market value on the date any forfeiture restrictions applicable to
      such Shares lapse will be reportable as ordinary income at that time. For
      this purpose, “forfeiture restrictions” include the forfeiture of unvested
      Shares that is described above. You may elect to be taxed at the time the
      Shares are acquired, rather than when such Shares cease to be subject to
      such forfeiture restrictions, by filing an election under Code Section
      83(b) with the Internal Revenue Service within thirty (30) days after the
      Grant Date. You will have to make a tax payment to the extent the Purchase
      Price is less than the fair market value of the Shares on the Grant Date.
      No tax payment will have to be made to the extent the Purchase Price is at
      least equal to the fair market value of the Shares on the Grant Date. The
      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 (in the event the fair market value of the Shares
      as of the vesting date exceeds the purchase price) as the forfeiture
      restrictions lapse.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              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. YOU ARE RELYING SOLELY
      ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO
      FILE ANY CODE SECTION 83(b) ELECTION.

            
	 
      	 
      	 
      
	
              Retention
      Rights

            	 
      	
              This
      Award does not give you the right to be retained by the Company (or any
      parent, Subsidiaries or Affiliates) in any capacity. The Company (and any
      parent, Subsidiaries or Affiliates) reserves the right to terminate your
      Service at any time and for any reason.

            
	 
      	 
      	 
      
	
              Shareholder
      Rights

            	 
      	
              You
      have the right to vote the Restricted Stock and to receive any dividends
      declared or paid on such Shares. Any distributions you receive as a result
      of any split, dividend, combination of Shares or other similar transaction
      shall be deemed to be a part of the Restricted Stock and subject to the
      same conditions and restrictions applicable thereto. Except as described
      in the Plan, no adjustments are made for dividends or other rights if the
      applicable record date occurs before your share certificate is
      issued.

            
	 
      	 
      	 
      
	
              Adjustments

            	 
      	
              In
      the event of a split, a dividend or a similar change in the Shares, the
      number of Shares covered by this grant may be adjusted (and rounded down
      to the nearest whole number) pursuant to the Plan. Your Restricted Stock
      shall be subject to the terms of the agreement of merger, liquidation or
      reorganization in the event the Company is subject to such corporate
      activity.

            
	 
      	 
      	 
      
	
              Legends

            	 
      	
              All
      certificates representing the Shares issued in connection with this grant
      shall, where applicable, have endorsed thereon the following
      legends:

               

              “THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON TRANSFER 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.”

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              Applicable
      Law

            	 
      	
              This
      Award will be interpreted and enforced under the laws of the State of
      Nevada, other than any conflicts or choice of law rule or principle that
      might otherwise refer construction or interpretation of this Award to the
      substantive law of another jurisdiction.

            
	 
      	 
      	 
      
	
              The
      Plan

            	 
      	
              The
      text of the Plan is incorporated in this Award by reference. Certain
      capitalized terms used in this Award are defined in the Plan, and have the
      meaning set forth in the Plan.

               

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

            
	 
      	 
      	 
      
	
              Data
      Privacy

            	 
      	
              In
      order to administer the Plan, the Company may process personal data about
      you. Such data includes, but is not limited to, the information provided
      in this Award and any changes thereto, other appropriate personal and
      financial data about you such as home address and business addresses and
      other contact information, payroll information and any other information
      that might be deemed appropriate by the Company to facilitate the
      administration of the Plan.

               

              By
      accepting this grant, you give explicit consent to the Company to process
      any such personal data. You also give explicit consent to the Company to
      transfer any such personal data outside the country in which you work or
      are employed, including, with respect to non-U.S. resident Grantees, to
      the United States, to transferees who shall include the Company and other
      persons who are designated by the Company to administer the
      Plan.

            


    

    


    
      	
              Consent
      to Electronic Delivery

            	 
      	
              The
      Company may choose to deliver certain statutory materials relating to the
      Plan in electronic form. By accepting this grant, you agree that the
      Company may deliver the Plan prospectus and the Company’s annual report to
      you in an electronic format. If at any time you would prefer to receive
      paper copies of these documents, as you are entitled to, the Company would
      be pleased to provide copies. Please contact the Secretary of the Company
      to request paper copies of these
documents.

            


    

    


    By signing the
cover sheet of this Restricted Stock  Award, you agree to all of the
terms and conditions described above and in the Plan.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    ASSIGNMENT SEPARATE FROM
CERTIFICATE

    


    FOR VALUE
RECEIVED, _____________ sells, assigns and transfers to VivaKor, Inc., a Nevada
corporation (the “Company”), ____________ (__________) shares of common stock of
the Company represented by Certificate No. ___ and does hereby irrevocable
constitute and appoint ______________ to transfer the said shares on the books
of the Company with full power of substitution in the premises.

     

    Dated:____________,
200__

    


    
      	 
      	 
      
	 	
               

            
	 
      	
              Print
      Name

            
	 
      	 
      
	 
      	
               

            
	 
      	
              Signature

            


    

    


    Spouse Consent (if
applicable)

    


    ___________________
(Purchaser’s spouse) indicates by the execution of this Assignment his or her
consent to be bound by the terms herein as to his or her interests, whether as
community property or otherwise, if any, in the shares of common stock of the
Company.

    
      	 
      	 
      
	 
      	
               

            
	 
      	
              Signature

            
	 
      	 
      


    

    


    INSTRUCTIONS: PLEASE DO NOT FILL IN
ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO
ENABLE THE COMPANY TO CAUSE THE FORFEITURE OF YOUR UNVESTED SHARES AS SET FORTH
IN THE AWARD WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF
PURCHASER.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    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:

            


    

    


    
      	 
      	 
      	 
      
	 
      	
              Name:

               

              ________________________________________________________________________________

               

            
	 
      	
              Address:

               

              ________________________________________________________________________________

               

            
	 
      	
               

              ________________________________________________________________________________

               

            
	 
      	
              Social
      Security No.:

               

              ________________________________________________________________________________

               

            
	 
      	 
      
	
              2.

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

            


    

    


    _________
shares of common stock, par value $0.001 per share, of VivaKor, Inc., a Nevada
corporation (the “Company”).

    
      	 
      	 
      	 
      
	
              3.

            	 
      	
              The
      date on which the property was transferred is ____________ __,
      200__.

            


    

    


    
      	 
      	 
      	 
      
	
              4.

            	 
      	
              The
      taxable year to which this election relates is calendar year
      200__.

            


    

    


    
      	 
      	 
      	 
      
	
              5.

            	 
      	
              Nature
      of restrictions to which the property is
  subject:

            


    

    


    The
shares of common stock are subject to the provisions of a Restricted Share Award
between the undersigned and the Company. The shares are subject to forfeiture
under the terms of the Award.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    
      	
              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:
_____________, 200__

    
      	 
      	 
      	 
      
	 
      	
               

            
	 
      	
              Taxpayer’s
      Signature

            
	 
      
	 
      	
               

            
	 
      	
              Taxpayer’s
      Printed Name

            


    

    


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    PROCEDURES
FOR MAKING ELECTION

    UNDER INTERNAL REVENUE CODE SECTION
83(b)

    


    The
following procedures must be followed with respect
to the attached form for making an election under Internal Revenue Code section
83(b) in order for the election to be effective:1

     

    1. You
must file one copy of the completed election form with the IRS Service Center
where you file your federal income tax returns within 30 days after the
Grant Date of your Restricted Stock.

     

    2. At the
same time you file the election form with the IRS, you must also give a copy of
the election form to the Secretary of the Company.

     

    3. You must file
another copy of the election form with your federal income tax return
(generally, Form 1040) for the taxable year in which the shares are transferred
to you.

    


    (1) Whether
or not to make the election is your decision and may create tax consequences for
you. You are advised to consult your tax advisor if you are unsure whether or
not to make the election.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    2008
Plan

     

     

     

     

     

     

     

     

     

     

    C-2