ex102.htm


    Exhibit 10.2

     

    TECHNOLOGY RESEARCH
CORPORATION

    


    AMENDED AND
RESTATED

    2000 LONG TERM INCENTIVE
PLAN

    


    RESTRICTED STOCK
AGREEMENT

    


    


    This
RESTRICTED STOCK AGREEMENT (the "Agreement") is made this ____
of __________, ____, between TECHNOLOGY RESEARCH CORPORATION, a Florida
corporation, (the "Company") and
________________________, (the "Director").

    


    BACKGROUND
INFORMATION

    


    The
Company desires to promote the long-term interests of the Company by providing
an additional incentive for such Directors and to further align such Directors’
interests with those of the Company’s shareholders and thereby promote the
long-term financial interests of the Company, including the growth in value of
the Company’s equity and enhancement of long-term shareholder return. In order
to achieve such goals, the Company has determined to provide certain individuals
with compensation opportunities based on the performance of the Company's common
stock.  To that end, the Company has adopted  an Amended and
Restated 2000 Long Term Incentive Plan (the "Plan"), a copy of which is
available at the Company’s executive offices, and has decided to grant the
Director fully paid and non-assessable shares of the Company’s restricted stock
under such Plan.

    


    Director
acknowledges and represents that he has reviewed the terms of this Agreement,
has received a copy of the Plan and has been advised of his right to consult
with a tax advisor, financial consultant or legal counsel to obtain legal or
financial advice regarding this Agreement.  Unless otherwise provided
in this Agreement, this Agreement shall be subject to the provisions of the
Plan.  Accordingly, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:

    


    OPERATIVE
PROVISIONS

    


    1. Definitions.  As
used herein, the following definitions will apply:

    


    (a)"Affiliate" means any
corporation or any other entity (including, but not limited to, partnerships and
joint ventures) controlling, controlled by, or under common control with the
Company.

    


    (b)"Board" means the Board of
Directors of the Company.

    


    (c)"Change in Control" means a
change in control event of the Company, as that term is defined in the Company’s
Amended and Restated 2000 Long Term Incentive Plan.

    


    (d)"Committee" means the
Compensation Committee of the Board.

    


    (e)"Common Stock" means the
Company’s common capital stock, $.51 par value.

    


    (f)"Escrow Agent” means the
Secretary of the Company.

    


    (g)"Restricted Stock" means the
shares issued to Director pursuant to this Agreement.

    


    (h)"Shares" means shares of the
Company’s Common Stock.

    


    2. Grant.  Subject
to the terms of the Plan, the Company hereby irrevocably grants to Director
_____shares of the Restricted Stock in consideration for services to be
performed by Director for the Company on the terms and conditions herein set
forth.

    


    3. Vesting.  Subject
to Director’s continuing service to the Company on the vesting dates, the
Restricted Stock will vest as follows:  (i) one-third of the
Restricted Stock will vest one year after the grant date; (ii) an additional
one-third of the Restricted Stock will vest two years after the grant date; and
(iii) the remaining one-third of the Restricted Stock will vest three years
after the grant date.  The table below sets forth the vesting dates
for the Restricted Stock:

    


    
      	
              Number of Shares of Common
      Stock

            	
               

              Vesting Date

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    4. Stock
Certificates.  Certificates for the Restricted Stock registered
in Director’s name shall be issued and delivered to the Secretary of the Company
and held in escrow until such shares of Restricted Stock have vested in
accordance with Section 3 above.

    


    5. Shares
Held in Escrow.  Unless and until the Shares of Restricted
Stock will have vested in the manner set forth in Section 3 above, such Shares
will be issued in the name of Director and held by the Escrow Agent and will not
be sold, transferred or otherwise disposed of, and will not be pledged or
otherwise hypothecated. The Company may instruct the transfer agent for its
Common Stock to place a legend on the certificates representing the Restricted
Stock 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 Director unless and until the Shares
have vested and all other terms and conditions in this Agreement have been
satisfied.

    


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

    


    7. Termination
of Directorship.  Notwithstanding any contrary provision of
this Agreement, the balance of the Shares of Restricted Stock that have not
vested pursuant to Section 3 above will be forfeited and automatically
transferred to and reacquired by the Company at no cost to the Company upon the
date Director's directorship with the Company or an Affiliate
terminates.  Director hereby appoints the Escrow Agent with full power
of substitution, as Director's true and lawful attorney-in-fact, with
irrevocable power and authority in the name and on behalf of Director 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 of employment.  In the event that directorship is
terminated following a Change in Control of the Company, then all unvested
shares of Restricted Stock granted under this Agreement will immediately vest
upon Director’s termination.

    


    8. Death of
Director.  Any distribution or delivery to be made to Director
under this Agreement will, if the Director is then deceased, be made to
Director's designated beneficiary, or if no beneficiary survives the Director,
to the administrator or executor of Director'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.

    


    9. Tax
Withholding Obligations.  Director shall be required to deposit
with the Company an amount of cash equal to the amount determined by the Company
to be required with respect to any withholding taxes, FICA contributions, or the
like under any federal, state or local statute, ordinance, rule or regulation in
connection with the grant or vesting of the Restricted Stock.  The
Committee, in its discretion, may permit Director, subject to such conditions as
the Committee shall require, to elect to have the Company withhold a number of
shares of the Company’s Common Stock otherwise deliverable having a fair market
value sufficient to satisfy the statutory minimum of all or part of Director’s
estimated tax obligations associated with the grant or vesting of the Restricted
Stock.  The Company shall not deliver any of the shares of the Company’s
Common Stock until and unless Director has made the deposit required herein or
proper provision for required withholding has been made. 

    


    10. Transferability. 
The Restricted Stock may not be transferred, assigned or made subject to any
encumbrance, pledge or charge until such Restricted Stock has vested and any
other restrictions or conditions on such Restricted Stock are removed, have been
satisfied or expire.

    


    11. Rights as
Stockholder.  Neither Director nor any person claiming under or
through Director will have any of the rights or privileges of a stockholder of
the Company in respect of any Shares deliverable hereunder unless and until
certificates representing such Shares will have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
Director or the Escrow Agent. Except as otherwise provided in this Agreement,
after such issuance, recordation and delivery, Director will have all the rights
of a stockholder of the Company with respect to voting such Shares and receipt
of dividends and distributions on such Shares.

    


    12. No
Additional Rights.  Director shall have no right to be employed
by the Company under the terms of this Agreement.

    


    13. Additional
Conditions to Release from Escrow.  If at any time the Company
will determine, in its discretion, that the listing, registration or
qualification of the Shares of Restricted Stock upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition to the release of
such Shares from the escrow established pursuant to Section 5, such release will
not occur unless and until such listing, registration, qualification, consent or
approval will have been effected or obtained free of any conditions not
acceptable to the Company. The Company will make all reasonable efforts to meet
the requirements of any such state or federal law or securities exchange and to
obtain any such consent or approval of any such governmental
authority.

    


    14. Amendment. 
This Agreement may be amended only by a writing executed by the Company and
Director that specifically states that it is amending this Agreement. 
Notwithstanding the foregoing, this Agreement may be amended solely by the
Committee by a writing which specifically states that it is amending this
Agreement, so long as a copy of such amendment is delivered to Director, and
provided that no such amendment adversely affecting the rights of Director
hereunder may be made without Director’s written consent.  Without limiting
the foregoing, the Committee reserves the right to change, by written notice to
Director, the provisions of the Restricted Stock 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 shares of  Restricted Stock which are than subject to
restrictions as provided herein.

    


    15. Adjustment
of Shares. In the event of stock dividends, spin-offs of assets or other
extraordinary dividends, stock splits, combinations of shares,
recapitalizations, mergers, consolidations, reorganizations, liquidations,
issuances of rights or warrants and similar transactions or events involving the
Company ("Recapitalization
Events"), then for all purposes references herein to Common Stock or to
Restricted Stock shall mean and include all securities or other property (other
than cash) that holders of Common Stock of Company are entitled to receive in
respect of Common Stock by reason of each successive Recapitalization Event,
which securities or other property (other than cash) shall be treated in the
same manner and shall be subject to the same restrictions as the underlying
Restricted Stock.

    


    16. Notices.  All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been given on the day delivered if delivered
personally, within three (3) Business Days (as defined below) after being sent
if sent by registered or certified mail (postage prepaid, return receipt
requested), the next Business Day after being sent if sent by overnight courier
(prepaid) or the next Business Day after being sent if sent by telecopier to
either party at the following address:

    


    If
to the Company:

    


    Technology
Research Corporation

    5250
140th Avenue North,

    Clearwater,
Florida  33760

    Attention:
__________________

    Telephone:
(727) ____________

    Telecopier:
(727) ____________

    E-mail:
____________________

    


    If
to Director:

    


    


    


    


    


    Telephone:
(___)

    Telecopier:
(___)

    E-mail:

    


    or to
such other address as either party shall have specified for itself or himself
from time to time to the other party in writing. For purposes of this Agreement,
the term "Business
Day" shall
mean any day other than a Saturday, a Sunday or any day on which commercial
banks in Clearwater, Florida are authorized or required by law to
close.

    


    17. Legend.  The
certificate evidencing the Shares shall bear the following legend, if
applicable:

    


    "THE
COMMON STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFER AND CERTAIN OTHER REQUIREMENTS THAT ARE FULLY SET FORTH IN A
RESTRICTED STOCK AGREEMENT.  ANY SUCH TRANSFER OR ACQUISITION IN
VIOLATION OF SUCH AGREEMENT(S) IS NULL AND VOID, AND SUCH AGREEMENT IS
AUTOMATICALLY BINDING ON ANY PERSON WHO ACQUIRES THE SHARES.  COPIES
OF THE AGREEMENTS ARE ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL BUSINESS
OFFICE OF TECHNOLOGY RESEARCH CORPORATION."

    


    As soon
as practicable after the Shares become vested, the Company will instruct its
transfer agent to release any restrictions on the transfer of these Shares and
the Shares, to the extent vested, will become fully transferable.

    


    18. Acceptance
by Director.  The grant of the Shares is conditioned upon the
acceptance of Director of the terms hereof as evidenced by his execution of this
Agreement.  Because the terms of this Agreement contain specific terms
and conditions that may not be addressed in the Plan, Director agrees that the
terms of this Agreement will be binding and control in the event that any
discrepancy arises between the terms of the Plan and this
Agreement.  Director acknowledges and represents that he has reviewed
the terms of this Agreement, has received a copy of the Plan and has been
advised of his right to consult with a tax advisor, financial consultant or
legal counsel to obtain legal or financial advice regarding this
Agreement.

    


    19. Application
of Florida Law.  This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
laws of the State of Florida.  Venue for all purposes shall be deemed
to lie within Pinellas County, Florida. 

    


    20. Remedies
for Breach of Agreement.  The breach of any confidentiality,
non-disclosure or covenants by Director under any applicable agreement entered
into by and between the Company and Director or the breach by Director of the
terms of this Agreement is acknowledged by the parties hereto to constitute harm
to the Company of an extraordinary character which could cause the Company to
suffer irreparable damages which could not readily be compensated by a monetary
judgment.  Director agrees that the Company shall be entitled, in
addition to all other remedies available to it upon a breach by Director of his
obligations hereunder, to such equitable relief, whether by way of injunction or
action for specific performance, or otherwise as a court might impose, without
the necessity of proving actual monetary damage for any breach by Director of
this Agreement or of any undertaking herein contained.  

    


    The
Director and the Company have executed this Agreement on the day and year first
written above.

    


    


    TECHNOLOGY
RESEARCH CORPORATION

    


    


    By:

           Owen
Farren, Chief Executive Officer

    


    


    DIRECTOR: