Exhibit
10.2


SINOHUB,
INC.


NOTICE
OF GRANT OF RESTRICTED STOCK AWARD


(For U.S.
Participant)





The
Participant has been granted an Restricted Stock Award (the “Award”) of shares of Stock of
SinoHub, Inc. pursuant to the SinoHub, Inc. 2008 Stock Plan, as amended and
restated (the “Plan”), as follows:





Participant:
            
            Employee
      ID:Date
      of Grant:Number
      of Restricted Shares:Vesting
      Commencement Date:Vested
      Shares:
            Except
      as provided in the Restricted Stock Agreement and provided the
      Participant’s Service has not terminated prior to the applicable date, the
      number of Vested Shares (disregarding any resulting fractional share) as
      of any date is determined by multiplying the Number of Restricted Shares
      by the “Vested
      Percentage”determined as of such date as follows:Vested
              Percentage





By their
signatures below, the Company and the Participant agree that the Award is
governed by this Grant Notice and by the provisions of the Plan and the
Restricted Stock Agreement, both of which are attached to and made a part of
this document. The Participant acknowledges receipt of copies of the Plan and
the Restricted Stock Agreement, represents that the Participant has read and is
familiar with their provisions, and hereby accepts the Award subject to all of
their terms and conditions.




SINOHUB, INC.
            
            PARTICIPANTBy:
            
            
            Signature:Its:
            
            
            Date:Address:
            
            
            Address:




ATTACHMENTS:


2008
Stock Plan, as amended to the Date of Grant; Restricted Stock
Agreement









THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.




SINOHUB,
INC.


RESTRICTED
STOCK AGREEMENT




(For
U.S. Participant)




Sinohub,
Inc. has granted to the Participant named in the Notice of Grant of Award (the
“Grant
Notice”) to which this Restricted Stock Agreement (the “Agreement”)
is attached an Award (the “Award”)
consisting of certain shares of Stock (the “Shares”)
subject to the terms and conditions set forth in the Grant Notice and this
Agreement. The Award has been granted pursuant and shall in all respects be
subject to the terms conditions of the Sinohub, Inc. 2008 Stock Plan, as amended
and restated (the “Plan”),
the provisions of which are incorporated herein by reference. By signing the
Grant Notice, the Participant: (a) acknowledges receipt of and represents that
the Participant has read and is familiar with the Grant Notice, this Agreement
and the Plan, (b) accepts the Award subject to all of the terms and conditions
of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Grant Notice, this Agreement or the
Plan.




1.           
 Definitions
and Construction.




1.1           Definitions. Unless otherwise
defined herein, capitalized terms shall have the meanings assigned in the Grant
Notice or the Plan. Wherever used herein, the following terms shall have their
respective meanings set forth below:




(a)           “Grant
Date” means the effective Grant Date of the Award as set forth in the
Grant Notice.




(b)           “Total Number of
Shares” means the total number of Shares subject to the Award as set
forth in the Grant Notice and as adjusted from time to time pursuant to Section
4.3 of the Plan.




1.2           Construction. Captions and
titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular. Use of the term “or” is not intended to
be exclusive, unless the context clearly requires otherwise.




2.          
  Administration.All questions of
interpretation concerning the Grant Notice, this Agreement and the Plan shall be
determined by the Committee. All determinations by the Committee shall be final
and binding upon all persons having an interest in the Award as provided by the
Plan.




3.          
  The
Award.




3.1           Grant and Issuance of Shares.
On the Grant Date, the Participant shall acquire and the Company shall issue,
subject to the provisions of this Agreement, a number of Shares equal to the
Total Number of Shares. As a condition to the issuance of the Shares, the
Participant shall execute and deliver the Grant Notice to the Company, and, if
required by the Company, an Assignment Separate from Certificate duly endorsed
(with date and number of Shares blank) in the form provided by the
Company.




3.2           No Monetary Payment Required.The Participant is not required to make any monetary payment (other than
applicable tax withholding, if any) as a condition to receiving the Shares, the
consideration for which shall be past services actually rendered and/or future
services to be rendered to a Participating Company or for its benefit.
Notwithstanding the foregoing, if required by applicable state corporate law,
the Participant shall furnish consideration in the form of cash or past services
rendered to a Participating Company or for its benefit having a value not less
than the par value of the Shares issued pursuant to the Award.









3.3           Beneficial Ownership of Shares;
Certificate Registration.The Participant hereby authorizes the Company,
in its sole discretion, to deposit the Shares with the Company’s transfer agent,
including any successor transfer agent, to be held in book entry form during the
term of the Escrow pursuant to Section 7. Furthermore, the Participant hereby
authorizes the Company, in its sole discretion, to deposit, following the term
of such Escrow, for the benefit of the Participant with any broker with which
the Participant has an account relationship of which the Company has notice any
or all Shares which are no longer subject to such Escrow. Except as provided by
the foregoing, a certificate for the Shares shall be registered in the name of
the Participant, or, if applicable, in the names of the heirs of the
Participant.




3.4           Issuance of Shares in Compliance with
Law. The issuance of the Shares shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such
securities. No Shares shall be issued hereunder if their issuance would
constitute a violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or
market system upon which the Stock may then be listed. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance of any Shares shall relieve the Company of any liability in respect of
the failure to issue such Shares as to which such requisite authority shall not
have been obtained. As a condition to the issuance of the Shares, the Company
may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect thereto as may be requested
by the Company.




4.           
 Vesting
of Shares.




4.1           Normal Vesting. Except as
provided in Section 4.2, the Shares shall vest and become Vested Shares as
provided in the Grant Notice. Except as set forth in Section 4.2, no additional
Shares will become Vested Shares following the Participant’s termination of
Service for any reason.




4.2           Acceleration of Vesting.Subject to Section 4.3, in the event of a Change in Control, the vesting
of the Shares shall be accelerated in full, and the Total Number of Shares shall
be deemed Vested Shares effective as of the date of the Change in Control,
provided that the Participant’s Service has not terminated prior to such date.
In addition, if the Participant’s Service is terminated due to his or her death,
Disability or termination by the Company without Cause, the Total Number of
Shares shall be deemed Vested Shares effective as of the date of
termination.




4.3           Federal Excise Tax Under Section 4999
of the Code.




(a)           Excess Parachute
Payment. In the event that any acceleration of vesting pursuant to this
Agreement and any other payment or benefit received or to be received by the
Participant would subject the Participant to any excise tax pursuant to Section
4999 of the Code due to the characterization of such acceleration of vesting,
payment or benefit as an excess parachute payment under Section 280G of the
Code, the Participant may elect, in his or her sole discretion, to reduce the
amount of any acceleration of vesting called for under this Agreement in order
to avoid such characterization.




(b)           Determination by
Independent Accountants. To aid the Participant in making any election
called for under Section 4.3(a), upon the occurrence of any event that might
reasonably be anticipated to give rise to the acceleration of vesting under
Section 4.2 (an “Event”),
the Company shall promptly request a determination in writing by independent
public accountants selected by the Company (the “Accountants”).
Unless the Company and the Participant otherwise agree in writing, the
Accountants shall determine and report to the Company and the Participant within
twenty (20) days of the date of the Event the amount of such acceleration of
vesting, payments and benefits which would produce the greatest after-tax
benefit to the Participant. For the purposes of such determination, the
Accountants may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the
Participant shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make their required
determination. The Company shall bear all fees and expenses the Accountants may
reasonably charge in connection with their services contemplated by this Section
4.3(b).




5.      
      Company
Reacquisition Right.




5.1           Grant of Company Reacquisition
Right.  In the event that (a) the Participant’s Service
terminates for any reason or no reason, with or without cause, or (b) the
Participant, the Participant’s legal representative, or other holder of the
Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of
(other than pursuant to an Ownership Change Event), including, without
limitation, any transfer to a nominee or agent of the Participant, any Shares
which are not Vested Shares (“Unvested
Shares”), the Company shall automatically reacquire the Unvested Shares,
and the Participant shall not be entitled to any payment therefor (the “Company
Reacquisition Right”).




2




5.2           Ownership Change Event, Dividends,
Distributions and Adjustments. Upon the occurrence of an Ownership Change
Event, a dividend or distribution to the stockholders of the Company paid in
Shares or other property, or any other adjustment upon a change in the capital
structure of the Company as described in Section 4.3 of the Plan, any and all
new, substituted or additional securities or other property (other than regular,
periodic dividends paid on Stock pursuant to the Company’s dividend policy) to
which the Participant is entitled by reason of the Participant’s ownership of
Unvested Shares shall be immediately subject to the Company Reacquisition Right
and included in the terms “Shares,” “Stock” and “Unvested Shares” for all
purposes of the Company Reacquisition Right with the same force and effect as
the Unvested Shares immediately prior to the Ownership Change Event, dividend,
distribution or adjustment, as the case may be. For purposes of determining the
number of Vested Shares following an Ownership Change Event, dividend,
distribution or adjustment, credited Service shall include all Service with any
corporation which is a Participating Company at the time the Service is
rendered, whether or not such corporation is a Participating Company both before
and after any such event.




6.      
      Tax
Matters.




6.1           Tax Withholding.




(a)           In General.At the time the Grant Notice is executed, or at any time thereafter as
requested by a Participating Company, the Participant hereby authorizes
withholding from payroll and any other amounts payable to the Participant, and
otherwise agrees to make adequate provision for, any sums required to satisfy
the federal, state, local and foreign tax (including any social insurance)
withholding obligations of the Participating Company, if any, which arise in
connection with the Award, including, without limitation, obligations arising
upon (a) the transfer of Shares to the Participant, (b) the lapsing of any
restriction with respect to any Shares, (c) the filing of an election to
recognize tax liability, or (d) the transfer by the Participant of any Shares.
The Company shall have no obligation to deliver the Shares or to release any
Shares from the Escrow established pursuant to Section 7 until the tax
withholding obligations of the Participating Company have been satisfied by the
Participant.




(b)           Assignment of
Sale Proceeds; Payment of Tax Withholding by Check. Subject to compliance
with applicable law and any insider trading policy of the Company, the Company
may permit the Participant to satisfy the Participating Company’s tax
withholding obligations in accordance with procedures established by the Company
providing for either (i) delivery by the Participant to the Company or a broker
approved by the Company of properly executed instructions, in a form approved by
the Company, providing for the assignment to the Company of the proceeds of a
sale with respect to some or all of the Vested Shares, or (ii) payment by check.
The Participant shall deliver written notice of any such permitted election to
the Company on a form specified by the Company for this purpose at least thirty
(30) days (or such other period established by the Company) prior to the date on
which the Company’s tax withholding obligation arises (the “Withholding
Date”). If the Participant elects payment by check, the Participant
agrees to deliver a check for the full amount of the required tax withholding to
the applicable Participating Company on or before the third business day
following the Withholding Date. If the Participant elects payment by check but
fails to make such payment as required by the preceding sentence, the Company is
hereby authorized, at its discretion, to satisfy the tax withholding obligations
through any means authorized by this Section 6.1, including by directing a sale
for the account of the Participant of some or all of the Vested Shares from
which the required taxes shall be withheld, by withholding from payroll and any
other amounts payable to the Participant or by withholding shares in accordance
with Section 6.1(c).




(c)           Withholding in
Shares. The Company may require the Participant to satisfy all or any
portion of a Participating Company’s tax withholding obligations by deducting a
number of whole, Vested Shares otherwise deliverable to the Participant or by
the Participant’s tender to the Company of a number of whole, Vested Shares or
Vested Shares acquired otherwise than pursuant to this Agreement having, in any
such case, a fair market value, as determined by the Company as of the date on
which the tax withholding obligations arise, not in excess of the amount of such
tax withholding obligations determined by the applicable minimum statutory
withholding rates.




3




6.2           Election Under Section 83(b) of the
Code.




(a)           The
Participant understands that Section 83 of the Code taxes as ordinary income the
difference between the amount paid for the Shares, if anything, and the fair
market value of the Shares as of the date on which the Shares are “substantially
vested,” within the meaning of Section 83. In this context, “substantially
vested” means that the right of the Company to reacquire the Shares pursuant to
the Company Reacquisition Right has lapsed. The Participant understands that he
or she may elect to have his or her taxable income determined at the time he or
she acquires the Shares rather than when and as the Company Reacquisition Right
lapses by filing an election under Section 83(b) of the Code with the Internal
Revenue Service no later than thirty (30) days after the date of acquisition of
the Shares. The Participant understands that failure to make a timely filing
under Section 83(b) will result in his or her recognition of ordinary income, as
the Company Reacquisition Right lapses, on the difference between the purchase
price, if anything, and the fair market value of the Shares at the time such
restrictions lapse. The Participant further understands, however, that if Shares
with respect to which an election under Section 83(b) has been made are
forfeited to the Company pursuant to its Company Reacquisition Right, such
forfeiture will be treated as a sale on which there is realized a loss equal to
the excess (if any) of the amount paid (if any) by the Participant for the
forfeited Shares over the amount realized (if any) upon their forfeiture. If the
Participant has paid nothing for the forfeited Shares and has received no
payment upon their forfeiture, the Participant understands that he or she will
be unable to recognize any loss on the forfeiture of the Shares even though the
Participant incurred a tax liability by making an election under Section
83(b).




(b)           The
Participant understands that he or she should consult with his or her tax
advisor regarding the advisability of filing with the Internal Revenue Service
an election under Section 83(b) of the Code, which must be filed no later than
thirty (30) days after the date of the acquisition of the Shares pursuant to
this Agreement. Failure to file an election under Section 83(b), if appropriate,
may result in adverse tax consequences to the Participant. The Participant
acknowledges that he or she has been advised to consult with a tax advisor
regarding the tax consequences to the Participant of the acquisition of Shares
hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST
BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES
THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES
THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE
RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS
REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.




(c)           The
Participant will notify the Company in writing within 30 days if the Participant
files an election pursuant to Section 83(b) of the Code. The Company intends, in
the event it does not receive from the Participant evidence of such filing, to
claim a tax deduction for any amount which would otherwise be taxable to the
Participant in the absence of such an election.




6.3           Tax Gross-Up. The
Company shall make a cash payment sufficient to pay the income taxes payable by
the Participant with respect to the Shares and income taxes payable on such cash
payment assuming a value per share of [_____].  Such payments shall be
made in a lump sum after _________, but not later than ________.




7.      
      Escrow.




7.1           Appointment of Agent. To
ensure that Shares subject to the Company Reacquisition Right will be available
for reacquisition, the Participant and the Company hereby appoint the Secretary
of the Company, or any other person designated by the Company, as their agent
and as attorney-in-fact for the Participant (the “Agent”) to
hold any and all Unvested Shares and to sell, assign and transfer to the Company
any such Unvested Shares reacquired by the Company pursuant to the Company
Reacquisition Right. The Participant understands that appointment of the Agent
is a material inducement to make this Agreement and that such appointment is
coupled with an interest and is irrevocable. The Agent shall not be personally
liable for any act the Agent may do or omit to do hereunder as escrow agent,
agent for the Company, or attorney in fact for the Participant while acting in
good faith and in the exercise of the Agent’s own good judgment, and any act
done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys
shall be conclusive evidence of such good faith. The Agent may rely upon any
letter, notice or other document executed by any signature purporting to be
genuine and may resign at any time.




4




7.2           Establishment of Escrow. The
Participant authorizes the Company to deposit the Unvested Shares with the
Company’s transfer agent to be held in book entry form, as provided in Section
3.3, and the Participant agrees to deliver to and deposit with the Agent each
certificate, if any, evidencing the Shares and, if required by the Company, an
Assignment Separate from Certificate with respect to such book entry shares and
each such certificate duly endorsed (with date and number of Shares blank) in
the form attached to this Agreement, to be held by the Agent under the terms and
conditions of this Section 7 (the “Escrow”).
Upon the occurrence of an Ownership Change Event, a dividend or distribution to
the stockholders of the Company paid in Shares or other property (other than
regular, periodic dividends paid on Stock pursuant to the Company’s dividend
policy), or any other adjustment upon a change in the capital structure of the
Company, as described in Section 4.3 of the Plan, in the character or amount of
any outstanding stock of the corporation the stock of which is subject to the
provisions of this Agreement, any and all new, substituted or additional
securities or other property to which the Participant is entitled by reason of
his or her ownership of the Shares that remain, following such Ownership Change
Event, dividend, distribution or change described in Section 4.3 of the Plan,
subject to the Company Reacquisition Right shall be immediately subject to the
Escrow to the same extent as the Shares immediately before such event. The
Company shall bear the expenses of the Escrow.




7.3           Delivery of Shares to
Participant. The Escrow shall continue with respect to any Shares for so
long as such Shares remain subject to the Company Reacquisition Right. Upon
termination of the Company Reacquisition Right with respect to Shares, the
Company shall so notify the Agent and direct the Agent to deliver such number of
Shares to the Participant in accordance with Section 18.6 of the Plan. As soon
as practicable after receipt of such notice, the Agent shall cause to be
delivered to the Participant the Shares specified by such notice, and the Escrow
shall terminate with respect to such Shares.




8.          
  Legends.




The
Company may at any time place legends referencing the Company Reacquisition
Right and any applicable federal, state or foreign securities law restrictions
on all certificates representing the Shares. The Participant shall, at the
request of the Company, promptly present to the Company any and all certificates
representing the Shares in the possession of the Participant in order to carry
out the provisions of this Section. Unless otherwise specified by the Company,
legends placed on such certificates may include, but shall not be limited to,
the following:




“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH
IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS
PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THIS CORPORATION.”




“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER
THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.”




9.       
     Restrictions
on Transfers of Shares.




No Shares
may be sold, exchanged, transferred, assigned, pledged, hypothecated or
otherwise disposed of, including by operation of law, in any manner which
violates any of the provisions of this Agreement and, except pursuant to an
Ownership Change Event, until the date on which such Shares become Vested
Shares, and any such attempted disposition shall be void. The Company shall not
be required (a) to transfer on its books any Shares which will have been
transferred in violation of any of the provisions set forth in this Agreement or
(b) to treat as owner of such Shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such Shares will have been
so transferred. In order to enforce its rights under this Section, the Company
shall be authorized to give a stop transfer instruction with respect to the
Shares to the Company’s transfer agent.




10.           Rights as
a Stockholder.




The
Participant shall have no rights as a stockholder with respect to any Shares
subject to the Award until the date of the issuance of a certificate for such
Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company). No adjustment shall be made
for dividends, distributions or other rights for which the record date is prior
to the date such certificate is issued, except as provided in Section 4.3 of the
Plan. Subject the provisions of this Agreement, the Participant shall exercise
all rights and privileges of a stockholder of the Company with respect to Shares
deposited in the Escrow pursuant to Section 7.




5




11.           Rights As
Employee, Consultant or Board Member.




If the
Participant is an Employee, the Participant understands and acknowledges that,
except as otherwise provided in a separate, written employment agreement between
a Participating Company and the Participant, the Participant’s employment is “at
will” and is for no specified term. Nothing in this Agreement shall confer upon
the Participant any right to continue in the Service of a Participating Company
or interfere in any way with any right of the Participating Company Group to
terminate the Participant’s Service at any time.




12.           Representations
and Warranties.




In
connection with the grant of Restricted Stock (collectively, the “Securities”),
the Participant hereby agrees, represents and warrants as follows:




12.1           Investment Intent. The
Participant is acquiring the Securities solely for the Participant’s own account
for investment and not with a view to or for sale in connection with any
distribution of the Securities or any portion thereof and not with any present
intention of selling, offering to sell or otherwise disposing of or distributing
the Securities or any portion thereof in any transaction other than a
transaction exempt from registration under the Securities Act. The Participant
further represents that the entire legal and beneficial interest of the
Securities is being acquired, and will be held, for the account of the
Participant only and neither in whole nor in part for any other
person.




12.2           Absence of Solicitation. The
Participant was not presented with or solicited by any form of general
solicitation or general advertising, including, but not limited to, any
advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media, or broadcast over television, radio or
similar communications media, or presented at any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising.




12.3           Residence.The Participant’s
principal residence is located at the address indicated beneath the
Participant’s signature on the Grant Notice.




12.4           Information Concerning the Company.The Participant is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities. The Participant
further represents and warrants that the Participant has discussed the Company
and its plans, operations and financial condition with its officers, has
received all such information as the Participant deems necessary and appropriate
to enable the Participant to evaluate the financial risk inherent in acquiring
the Securities and has received satisfactory and complete information concerning
the business and financial condition of the Company in response to all inquiries
in respect thereof.




12.5           Economic Risk.The Participant
realizes that his acquisition of the Securities will be a highly speculative
investment and that the Participant is able, without impairing his or her
financial condition, to hold the Securities for an indefinite period of time and
to suffer a complete loss on the Participant’s investment.




12.6           Capacity to Protect Interests.
The Participant has (i) a preexisting personal or business relationship with the
Company or any of its Officers, directors, or controlling persons, consisting of
personal or business contacts of a nature and duration to enable the Participant
to be aware of the character, business acumen and general business and financial
circumstances of the person with whom such relationship exists, or (ii) such
knowledge and experience in financial and business matters as to make the
Participant capable of evaluating the merits and risks of an investment in the
Securities and to protect the Participant’s own interests in the transaction, or
(iii) both such relationship and such knowledge and experience.




12.7           Restricted Securities.The
Participant understands and acknowledges that:




(a)           The
issuance of the Securities to the Participant has not been registered under the
Securities Act, and the Securities must be held indefinitely unless a transfer
of the Securities is subsequently registered under the Securities Act or an
exemption from such registration is available, and that the Company is under no
obligation to register the Securities;




6




(b)           The
Company will make a notation in its records of the aforementioned restrictions
on transfer and legends.




12.8           Disposition Under Rule 144.
The Participant understands that any Shares acquired pursuant to this Agreement
will be restricted securities within the meaning of Rule 144 promulgated under
the Securities Act; that the exemption from registration under Rule 144 will not
be available in any event for at least one year from the date of acquisition of
the Shares, and even then will not be available unless (a) a public trading
market then exists for the Common Stock of the Company, (b) adequate information
concerning the Company is then available to the public, and (c) other terms and
conditions of Rule 144 are complied with; and that any sale of the Shares may be
made only in limited amounts in accordance with such terms and conditions. There
can be no assurance that the requirements of Rule 144 will be met, or that the
Shares will ever be salable.




12.9           Further Limitations on Disposition.Without in any way limiting the Participant’s representations and
warranties set forth above, the Participant further agrees that the Participant
will in no event make any disposition of all or any portion of any Shares which
the Participant acquires pursuant to this Agreement unless:




(a)           There
is then in effect a Registration Statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with said
Registration Statement; or




(b)           The
Participant will have notified the Company of the proposed disposition and
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition, and either:




(i)           The
Participant will have furnished the Company with an opinion of the Participant’s
own counsel to the effect that such disposition will not require registration of
such Shares under the Securities Act, and such opinion of the Participant’s
counsel will have been concurred in by counsel for the Company and the Company
will have advised the Participant of such concurrence; or




(ii)           The
disposition is made in compliance with Rule 144 or Rule 701 after the
Participant has furnished the Company such detailed statement and after the
Company has had a reasonable opportunity to discuss the matter with the
Participant.




13.           Miscellaneous
Provisions.




13.1           Termination or Amendment. The
Committee may terminate or amend the Plan or this Agreement at any time;
provided, however, that no such termination or amendment may adversely affect
the Participant’s rights under this Agreement without the consent of the
Participant unless such termination or amendment is necessary to comply with any
applicable present or future law, regulation or rule.  No amendment or
addition to this Agreement shall be effective unless in writing.




13.2           Further
Instruments.       The parties hereto
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.




13.3           Binding Effect. This Agreement
shall inure to the benefit of the successors and assigns of the Company and,
subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors
and assigns.




13.4           Delivery of Documents and Notices.Any document relating to participation in the Plan or any notice required
or permitted hereunder shall be given in writing and shall be deemed effectively
given (except to the extent that this Agreement provides for effectiveness only
upon actual receipt of such notice) upon personal delivery, electronic delivery
at the e-mail address, if any, provided for the Participant by a Participating
Company, or upon deposit in the U.S. Post Office or foreign postal service, by
registered or certified mail, or with a nationally recognized overnight courier
service, with postage and fees prepaid, addressed to the other party at the
address of such party set forth in the Grant Notice or at such other address as
such party may designate in writing from time to time to the other
party.




7




(a)           Description of
Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Grant Notice, this Agreement, and any reports
of the Company provided generally to the Company’s stockholders, may be
delivered to the Participant electronically. In addition, the parties may
deliver electronically any notices called for in connection with the Escrow and
the Participant may deliver electronically the Grant Notice to the Company or to
such third party involved in administering the Plan as the Company may designate
from time to time. Such means of electronic delivery may include but do not
necessarily include the delivery of a link to a Company intranet or the Internet
site of a third party involved in administering the Plan, the delivery of the
document via e-mail or such other means of electronic delivery specified by the
Company.




(b)           Consent to
Electronic Delivery. The Participant acknowledges that the Participant
has read Section 13.4(a) of this Agreement and consents to the electronic
delivery of the Plan documents, the Grant Notice and notices in connection with
the Escrow, as described in Section 13.4(a). The Participant acknowledges that
he or she may receive from the Company a paper copy of any documents delivered
electronically at no cost to the Participant by contacting the Company by
telephone or in writing. The Participant further acknowledges that the
Participant will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Participant
understands that the Participant must provide the Company or any designated
third party administrator with a paper copy of any documents if the attempted
electronic delivery of such documents fails. The Participant may revoke his or
her consent to the electronic delivery of documents described in Section 13.4(a)
or may change the electronic mail address to which such documents are to be
delivered (if Participant has provided an electronic mail address) at any time
by notifying the Company of such revoked consent or revised e-mail address by
telephone, postal service or electronic mail. Finally, the Participant
understands that he or she is not required to consent to electronic delivery of
documents described in Section 13.4(a).




13.5           Integrated Agreement.The
Grant Notice, this Agreement and the Plan, together with any employment, service
or other agreement between the Participant and a Participating Company referring
to the Award, shall constitute the entire understanding and agreement of the
Participant and the Participating Company Group with respect to the subject
matter contained herein or therein and supersede any prior agreements,
understandings, restrictions, representations, or warranties among the
Participant and the Participating Company Group with respect to such subject
matter other than those as set forth or provided for herein or therein. To the
extent contemplated herein or therein, the provisions of the Grant Notice, this
Agreement and the Plan shall survive any settlement of the Award and shall
remain in full force and effect.




13.6           Applicable Law. This Agreement
shall be governed by the laws of the State of Delaware as such laws are applied
to agreements between Delaware residents entered into and to be performed
entirely within the State of Delaware.




13.7           Counterparts.The Grant Notice
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.








8