Exhibit 10.5






Exhibit 10.5




DIGITILITI, INC.

2010 Long-Term Incentive Plan




Restricted Stock Award Agreement




	 	 	 
	PARTICIPANT:

	 	[                                        ]
	 
	 	 
	GRANT DATE:

	 	[                                        ]
	 
	 	 
	NUMBER OF RESTRICTED SHARES:

	 	[                                        ]
	 
	 	 
	RESTRICTED STOCK AWARD REFERENCE NUMBER:

	 	RS- [                                 ]
	 
	 	 
	EXPIRATION DATE:

	 	[                                        ]






THIS AGREEMENT is made as of the Grant Date set forth above by and between Digitiliti, Inc., a
Delaware corporation (the “Company”), and the Participant named above pursuant to the terms of the
Digitiliti, Inc. 2010 Long-Term Incentive Plan (the “Plan”). Any capitalized term used herein that
is not expressly defined herein shall have the meaning ascribed to it in the Plan.



The Company desires, by granting to the Participant shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), as hereinafter provided, to provide Participant with
incentive to achieve corporate objectives.



NOW, THEREFORE, in consideration of the provision of services by Participant to the Company,
the mutual covenants hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:



1. Grant of Shares of Restricted Stock. The Company hereby grants to the Participant the number of
shares of Common Stock set forth above (the “Restricted Stock”) on the terms and conditions set
forth in this Agreement.



2. Restrictions on Transfer. The shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered by the Participant until such shares of Restricted Stock are vested
as hereinafter provided. Any attempt to dispose of shares of Restricted Stock in a manner contrary
to these restrictions shall be void and of no force or effect.



3. Vesting and Forfeiture.





a. The Shares of Restricted Stock shall vest as follows: [describe vesting schedule/
performance requirements]




b. If the Participant’s active employment or other service with the Company or with an
Affiliate is terminated for any reason before the shares of Restricted Stock are vested,
including because of the disability of the Participant but not upon the death of the
Participant, all unvested shares of Restricted Stock shall immediately and automatically be
forfeited to the Company, and
neither the Participant nor any of the Participant’s heirs, personal representatives,
successors or assigns shall have any rights with respect to such unvested shares of
Restricted Stock.


 


 









 






c. Upon the Participant’s death, all unvested shares of Restricted Stock shall immediately
and automatically become fully vested, and the restrictions on said shares shall terminate,
for the benefit of the Participant’s heirs, personal representatives and/or legatees
according to the Participant’s will or the laws of descent and distribution.




d. Upon the effective date of a Change in Control, all unvested shares of Restricted Stock
shall immediately and automatically become fully vested, and the restrictions on said shares
shall terminate.



4. Term. This award of Restricted Stock shall terminate and be of no force or effect as to any
shares of Restricted Stock not vested on or before the Expiration Date.



5. Stock Certificates.





a. The Company will issue a stock certificate in the name of the Participant representing
the shares of Restricted Stock granted under this Plan. The Participant agrees that the
Company will hold such stock certificate in custody until the shares of Restricted Stock
vest or terminate and are forfeited, and that the certificate may bear an appropriate legend
referring to the terms, conditions and restrictions applicable to the grant of shares of
Restricted Stock substantially in the following form:




The transferability of the shares of common stock represented by
this certificate is subject to the terms and conditions of the
Digitiliti, Inc. 2010 Long-Term Incentive Plan and a Restricted
Stock Award Agreement entered into under such Plan between the
registered owner of this stock certificate and Digitiliti, Inc.
Copies of such Plan and Agreement are on file at the offices of
Digitiliti, Inc.




b. As a condition of this award, the Participant agrees that, simultaneously with the
execution of this Agreement, the Participant will execute and deliver to the Company a stock
power in the form attached hereto as Exhibit A, endorsed in blank, relating to each
certificate evidencing the shares of Restricted Stock.



6. Consideration for Restricted Shares. The Participant is not required to pay any consideration
to the Company or its Affiliates upon the grant or vesting of the shares of Restricted Stock other
than the rendering of services for the Company.



7. Dividends. The Participant shall have the right to receive dividends and other distributions
with respect to the shares of Restricted Stock; provided, however, that all dividends in stock, all
stock rights and all stock issued upon split-ups or reclassifications shall be subject to the same
restrictions as the shares Restricted Stock upon which such stock dividends, rights or additional
shares are issued, and shall be held in custody by the Company until the restrictions thereon shall
have lapsed.



8. Employment and Retention. The shares of Restricted Stock granted hereunder will not confer upon
the Participant any right with respect to continuance of employment or other retention by the
Company, nor will they interfere in any way with the Company’s right to terminate Participant’s
employment or other retention at any time for any reason or for no reason.


 


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9. Income Tax Withholding; Tax and Financial Advice. The Company shall have the right to require
the payment (through withholding from the Participant’s salary or otherwise) of any federal, state
or local taxes required by law to be withheld with respect to the grant of the shares of Restricted
Stock or the vesting of such shares of Restricted Stock. The Participant acknowledges and
represents to the Company that the Participant has obtained advice with respect to the tax and
other financial consequences of the grant of the shares of Restricted Stock including, without
limitation, advice with respect to the election that the Participant may make under Section 83(b)
of the Code.



10. Plan Governs. The provisions of this Restricted Stock Agreement are subject to the Plan, and
if any provision of this Restricted Stock Agreement conflicts with the Plan, the provisions of the
Plan shall govern.



11. Interpretation. The interpretation and construction of any provision of this Restricted Stock
Agreement, including whether vesting has occurred, shall be made by the Committee and shall be
final, conclusive and binding on the Participant and all other persons.


 


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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its corporate name by
its duly authorized officers and the Participant has executed this Agreement, as of the Grant Date
set forth above.



	 	 	 	 	 	 	 	 	 
	 	 	DIGITILITI, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name Typed or Printed	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title Typed or Printed	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	PARTICIPANT:
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name Typed or Printed	 	 







 


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EXHIBIT A




STOCK POWER

(Assignment Separate from Certificate)




For Value Received,                                          hereby sells, assigns and transfers unto
                                     
    (_________) shares of common stock of Digitiliti, Inc. (the “Company”)
standing in his/her/its name on the books of the Company represented by Stock Certificate No.
                     herewith and does hereby irrevocably constitute and appoint                                          attorney-in-fact to transfer
the said stock on the books of the Company with full power of
substitution in the premises.



Dated:                                                             




	 	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	 
	 

	 	Name Typed or Printed






IN PRESENCE OF