**Exhibit 10.92**

 

**RESTRICTED STOCK AWARD AGREEMENT FOR**

**PATH 1 NETWORK TECHNOLOGIES INC. COMMON STOCK UNDER THE**

**2004 EQUITY INCENTIVE PLAN**

 

**THIS RESTRICTED STOCK AWARD AGREEMENT**(the “Agreement”)entered into as of the 30th day of August, 2005, by and between Path 1 Network Technologies Inc., a Delawarecorporation (the “Company”), and Jeremy Ferrell (herein referred to as the “Participant”); 

 

**W I T N E S S E T H:**

 

**WHEREAS,**the Participant serves as Controller for the Company; 

 

**WHEREAS,**Company, through the Compensation Committee of the Board of Directors, has determined that it desires to maintain for Participant anincentive package to retain Participant as a key executive; 

 

**WHEREAS,**the Company has previously adopted the Path 1 Network Technologies Inc. 2004 Equity Incentive Plan (the “Plan”); 

 

**WHEREAS,**pursuant to the Plan, the Company has awarded the Participant shares of common stock under the Plan subject to the terms and conditions ofthis Agreement, and has determined that it is in its best interests to provide Participant with a restricted stock award as is more fully set forth below. 

 

**NOW, THEREFORE,**in consideration of the premises and the mutual promises and covenants herein contained, the Participant and the Company agree asfollows (all capitalized terms used herein, unless otherwise defined, have the meaning ascribed to such terms as set forth in the Plan): 

 

1. The Plan. The Plan, a copy of which is attached hereto as Exhibit A, is hereby incorporated by reference herein and made a part hereof for allpurposes, and when taken with this Agreement shall govern the rights of the Participant and the Company with respect to the Award (as defined below). 

 

2. Grant of Award. The Company hereby grants to the Participant an award (the “Award”) of Ten Thousand (10,000) shares of Companycommon stock, par value $0,001 (the “Stock”), on the terms and conditions set forth herein and in the Plan. 

 

3. Terms of Award. 

 

(a) Escrow of Shares. A certificate representing the shares of Stock subject to the Award (the “Restricted Stock”) shall be issued in thename of the Participant and shall be escrowed with the Secretary of the Company (the “Escrow Agent”) subject to removal of the restrictions placed thereon or forfeiture pursuant to the terms of this Agreement. 

 

(b) Vesting. One-half of the shares of Restricted Stock will vestbased on the Participant’s continuous employment with the Company through August 29, 2006. The remaining one-half of the shares of Restricted Stock will vest over four quarterly installments based on the Participant’s continuousemployment with the Company from the period August 30, 2006 through August 29, 2007. In the event the Participant’s employment with the Company is terminated by reason of (i) death, (ii) disability, (iii) without“Cause”, or (iv) by the Participant voluntarily for “Good Reason”, then all remaining shares of Restricted Stock that have not yet been vested shall immediately vest. Once vested pursuant to the terms of this Agreement, theRestricted Stock shall be deemed Vested Stock. Participant expressly acknowledges that nothing in the Plan or in this Agreement gives him any right to continue his 

employment with the Company for any period of time, nor does the Plan or this Agreement interfere in any way with his right or the Company’s right toterminate that employment at any time, for any reason, with or without cause. 

 

(c) Voting Rights and Dividends. The Participant shall have all of the voting rights attributable to the shares of Restricted Stock issued to him. Cash dividends declared and paid by the Company with respect tothe shares of Restricted Stock shall be paid to the Participant. 

 

(d) Vested Stock—Removal of Restrictions. Upon Restricted Stock becoming Vested Stock, all restrictions shall be removed from the certificates representing such Stock and the Secretary of the Company shall deliver to theParticipant certificates representing such Vested Stock free and clear of all restrictions. 

 

(e) Forfeiture. In the event the Participant’s employment with the Company is terminated for any reason other than (i) death, (ii) disability, (iii) without Cause, or (iv) by theParticipant for Good Reason prior to all shares of Restricted Stock becoming Vested Stock, then all remaining shares of Restricted Stock which have not yet been vested shall be absolutely forfeited and the Participant shall have no further interesttherein of any kind whatsoever. 

 

4. Change of Control.

 

(a) Upon a Change of Control, all Restricted Stock shallimmediately become Vested Stock and the Company shall deliver to the Participant certificates representing the Vested Stock free and clear of all restrictions. 

 

(b) “Change of Control” means the occurrence in a single transaction or a series of related transactions of any one or more of the followingevents: (i) a sale, lease or other disposition of all or substantially all of the assets of the Company; (ii) a merger, reverse merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediatelyafter the consummation of such merger, reverse merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than 50% ofthe combined outstanding voting power of the surviving entity or more than 50% of the combined voting power of the parent of the surviving entity in such merger, reverse merger, consolidation or similar transaction; (iii) any person, entity orgroup (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, who or that becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting powerof the Company’s then outstanding securities other than by virtue of a merger, reverse merger, consolidation or similar transaction; or (iv) the stockholders of the Company approve, or the Board of Directors approves, a plan of completedissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur. 

 

5. Cause. “Cause” shall mean the occurrence of any one or more of the following: (i) Participant’s conviction of, or plea of nocontest with respect to, any felony involving fraud, dishonesty or moral turpitude; (ii) Participant’s participation in a fraud or act of dishonesty against the Company that results in material harm to the business of the Company;(iii) Participant’s intentional violation of any contract or agreement or direct order between Participant and the Company or any statutory duty participant owes to the Company; or (iv) Participant’s conduct that constitutesgross insubordination, incompetence, or habitual neglect of duties; provided, however, that the action or conduct continues after the Company has provided Participant with written notice thereof and 15 days to cure the same. 

 

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6. Good Reason. Voluntary termination for “good reason” shall mean that Participantvoluntarily terminates employment with the Company after any of the following is undertaken by the Company without Participant’s written consent: (a) the assignment to Participant of any duties or responsibilities that results in asignificant diminution in Participant’s function as in effect immediately prior to the effective date of any Change of Control; or (b) a material change in Participant’s title or reporting relationships as in effect immediately priorto the effective date of the Change of Control. 

 

7.Legends. The shares of Stock that are the subject of the Award shall be subject to the following legend: 

 

**“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THE 2004 EQUITY INCENTIVE PLAN. ANYATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF PATH 1 NETWORK TECHNOLOGIES INC.”**

 

8. Stock Powers and the Beneficiary. TheParticipant hereby agrees to execute and deliver to the Secretary of the Company a stock power (endorsed in blank) in the form of Exhibit B hereto covering his Award and authorizes the Secretary to deliver to the Company any and all shares ofRestricted Stock that are forfeited under the provisions of this Agreement, together with such stock power. 

 

9. Non-transferability of Award. The Participant shall not have the right to sell, assign, transfer, convey, dispose, pledge, hypothecate, burden,encumber or charge any shares of Restricted Stock or any interest therein in any manner whatsoever before they vest. 

 

10. Notices. All notices or other communications relating to the Plan and this Agreement as it relates to the Participant shall be in writing.

 

11. Binding Effect and Governing Law. This Agreementshall be (i) binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns except as may be limited by the Plan and (ii) governed and construed under the laws of the State of California,without regard to its conflicts of laws provisions. 

 

12.Withholding. The Company and the Participant shall comply with all federal and state laws and regulations, if any, respecting the withholding, deposit and payment of any income, employment or other taxes relating to the Award. 

 

13. Captions. The captions of specific provisions of this Agreementare for convenience and reference only, and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provision hereof. 

 

14. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed an original for allpurposes, but all of which taken together shall form but one agreement. 

 

15. No Amendments. This Agreement constitutes the complete agreement of the parties, and supersedes all prior agreements, oral or written. This Agreement may not be amended except in writing and signed by the parties hereto.

 

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**IN WITNESS WHEREOF,** the parties hereto have executed this Agreement as of the day and year firstabove written. 

 

Path 1 Network Technologies Inc.

(a Delawarecorporation)
By: /s/ Les Briney  Les BrineyIts: Vice President Engineering
 
Participant:/s/ Jeremy FerrellJeremy Ferrell
 

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Exhibit A 

 

**2004 EQUITY INCENTIVE PLAN**

Exhibit B 

 

**ASSIGNMENT SEPARATE FROM CERTIFICATE**

 

FOR VALUE RECEIVED, Jeremy Ferrell, an individual, hereby irrevocably assigns and conveys to                                        ,                                        (            ) shares of the Common Stock of Path 1 Network Technologies Inc., a Delaware corporation, $0,001 par value, and appoints                     as attorney to transfer such shares on the books of such corporation. 

 

Dated:                    

 
  Jeremy Ferrell