EXHIBIT 10.69


 


Form of Restricted Stock Award Agreement – Amended and Restated
2005 Equity Incentive Plan


 


THE INVENTURE GROUP, INC.


RESTRICTED STOCK AGREEMENT


 


The Inventure Group, Inc. (the “Company”) hereby grants you,                        (“Employee”), a grant of restricted stock. The date of this Agreement is                       .  Subject to the provisions set forth in this Agreement and the provisions of the Company’s Amended and Restated 2005 Equity Incentive Plan, a copy of which is attached hereto as Exhibit A (the “Plan”), the principal features of this grant are as follows:
 
NUMBER OF SHARES OF RESTRICTED STOCK:
 


	PURCHASE PRICE PER SHARE:
	$0.01




 


	SCHEDULED VESTING DATES
	 
	NUMBER OF SHARES
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 




 


Employee understands that under Section 83 of the Internal Revenue
Code of 1986, as amended (the “Code”), as the Shares vest, the fair value of
such Shares will be reportable as ordinary income at that time.  Employee further understands that instead of
being taxed when and as the Shares vest, Employee may elect to be taxed as of
the purchase date of the Shares with respect to the fair value of all Shares on
such date less the purchase price paid for the Shares.  Such election may only be made under Section 83(b) of
the Code with the I.R.S. within thirty (30) days after the Purchase Date.  The form for making this election may be
provided by the Company for Employee’s convenience only.  Employee understands that failure to make
this filing within the thirty (30) day period will result in the recognition of
ordinary income as the Shares vest. 
EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE’S SOLE RESPONSIBILITY, AND NOT
THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF
EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
EMPLOYEE’S BEHALF.  EMPLOYEE IS RELYING
SOLELY ON EMPLOYEE’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT
TO FILE AN 83(b) ELECTION.


 


Your
signature below indicates your agreement and understanding that this grant is
subject to all of the terms and conditions contained in this Agreement and the
Plan attached hereto as Exhibit A, including without limitation provisions
relating to vesting and forfeiture of shares covered by this grant.  PLEASE BE SURE TO READ THIS AGREEMENT AND THE
PLAN IN THEIR ENTIRETY.


 


	
  THE
  INVENTURE GROUP, INC.

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
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TERMS AND CONDITIONS


 


1.             Incorporation of the Plan.  The Plan attached hereto is incorporated by
reference into this Agreement, and any capitalized term not defined in this
Agreement shall have the meaning ascribed to such term under the Plan.  To the extent that any provisions of this
Agreement violates or is inconsistent with the Plan, the Plan shall govern and
any inconsistent provision in this Agreement shall be of no force or effect.


 


2.             Grant.  The Company hereby grants to the Employee       
shares (the “Shares”) of the Company’s Common Stock, $0.01 par value per share
(the “Common Stock”) at a purchase price of $0.01 per Share, subject to all of
the terms and conditions in this Agreement. The Employee has until                  to
make such purchase after which date Employee will have no further right to
purchase the Shares under this Agreement. 
The date on which Employee timely purchases the Shares hereunder shall
be referred to as the “Purchase Date”.


 


3.             Shares Held in Escrow.
Unless and until the Shares have vested in the manner set forth in paragraphs 4
or 5, such Shares will be issued in the name of the Employee and held by the
Secretary of the Company as escrow agent (the “Escrow Agent”), and cannot be
sold, transferred or otherwise disposed of, nor pledged or otherwise
hypothecated. The Company may instruct the transfer agent for its Common Stock
to place a legend on the certificates representing the Shares or otherwise note
its records as to the restrictions on transfer set forth in this Agreement. The
certificate or certificates representing such Shares will not be delivered by
the Escrow Agent to the Employee unless and until the Shares have vested and
all other terms and conditions in this Agreement have been satisfied.


 


4.             Vesting Schedule. Except as
provided in Section 5, and subject to Section 6,           
Shares subject to this grant will vest on                                 ,
           Shares
subject to this grant will vest on                                 
and            Shares
subject to this grant will vest on                                   ;
provided, however, that vesting will occur only if the Company employs the
Employee through the applicable vesting date.


 


5.             Board Discretion. The Board,
in its discretion, may accelerate the vesting of the balance, or some lesser
portion of the balance, of the unvested Shares at any time. If so accelerated,
such Shares will be considered as having vested as of the date specified by the
Board.


 


6.             Forfeiture.  Notwithstanding any contrary provision of
this Agreement, the balance of the Shares that have not vested pursuant to
paragraphs 4 or 5 will thereupon be 
forfeited and automatically transferred to and reacquired by the Company
at no cost to the Company upon the date the Employee’s employment with the
Company terminates for any reason. The Employee will not be entitled to a
refund of the price paid for any Shares returned to the Company pursuant to
this paragraph 6. The Employee hereby appoints the Escrow Agent with full power
of substitution, as the Employee’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the Employee to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares to the Company upon such termination.


 


7.             Death of Employee. Any
distribution or delivery to be made to the Employee under this Agreement will,
if the Employee is then deceased, be made to the Employee’s designated
beneficiary, or if no beneficiary survives the Employee, to the administrator
or executor of the Employee’s estate. Any such transferee must furnish the
Company with (a) written notice of his or her status as transferee, and (b) evidence
satisfactory to the Company to establish the validity of the transfer and
compliance with any laws or regulations pertaining to said transfer.


 


8.             Withholding.  Notwithstanding any contrary provision of
this Agreement, no certificate representing the Shares may be released from the
escrow established pursuant to paragraph 3 unless and until satisfactory
arrangements (as determined by the Board) will have been made by the Employee
with respect to the payment of income and employment taxes which the Company
determines must be withheld with respect to such Shares.


 

















 


9.             Rights as Shareholder. 
Employee shall have all rights of a shareholder prior to the vesting of the
Shares, including the right to vote the Shares and receive all dividends and
other distributions paid or made with respect thereto.


 


10.           No Effect on Employment.  Only the terms of any written employment
agreement between the Company and Employee (and not this Agreement) shall
govern the terms of Employee’s employment, and nothing in this Agreement shall
constitute any assurance of employment of Employee by the Company for any period,
including any period necessary for the Shares to vest.  The Company will have the right, which is
hereby expressly reserved, to terminate or change the terms of the employment
of the Employee at any time for any reason whatsoever, with or without good cause,
subject to the terms of any such written employment agreement.


 


11.           Entire Agreement;  Amendment. 
This Agreement embodies the entire understanding and agreement of the parties
in relation to the subject matter hereof, and no promise, condition, representation
or warranty, expressed or implied, not herein stated, shall bind either party
hereto.  This Agreement may be amended
only by a writing executed by the Company and Employee that specifically states
that it is amending this Agreement.  Notwithstanding the foregoing, this
Agreement may be amended solely by the Board by a writing which specifically
states that it is amending this Agreement, so long as a copy of such amendment
is delivered to Employee, and provided that no such amendment adversely affects
the rights of Employee hereunder without Employee’s written consent. 
Without limiting the foregoing, the Board reserves the right to change, by
written notice to Employee, the provisions of the Shares or this Agreement in
any way it may deem necessary or advisable to carry out the purpose of the
grant as a result of any change in applicable laws or regulations or any future
law, regulation, ruling or judicial decisions, provided that any such change
shall be applicable only to the Shares which are then subject to restrictions
as provided herein.


 


12.           Severability.  If all or
any part of this Agreement is declared by any court or government authority to
be unlawful or invalid, such unlawfulness or invalidity shall not invalidate
any portion of this Agreement not declared to be unlawful or invalid.  Any
Section of this Agreement so declared to be unlawful or invalid shall, if
possible, be construed in a manner that will give effect to the terms of such Section to
the fullest extent possible while remaining lawful and valid.


 


13.           Binding Effect and Benefit. 
This Agreement shall be binding upon and, subject to the conditions hereof,
inure to the benefit of the Company, its successors and assigns, and Employee
and Employee’s successors and assigns.


 


14.           Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Arizona without regard to principles of conflicts of law.