Exhibit 10.3


 


DIGITAL
ANGEL CORPORATION


RESTRICTED
STOCK AWARD AGREEMENT


 


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
                                   ,
  20   

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares of Restricted Stock

  	
   

  	
                                  Shares

  
	
   

  	
   

  	
   

  
	
  Restricted
  Stock Award Reference No.:

  	
   

  	
  RS-

  



 


THIS RESTRICTED STOCK
AWARD AGREEMENT is made as of the Grant Date set forth above by and between
Digital Angel Corporation, a Delaware corporation (the “Company”), and the
individual named above (the “Participant”) pursuant to the terms of the Amended
and Restated Digital Angel Corporation Transition Stock Option Plan, as such
Plan may be amended from time to time (the “Plan”).


 


The Company desires, by
granting to the Participant shares of the Company’s common stock, par value
$0.005 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; Forfeiture.


 


a.                                       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.


 


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 shares
of Restricted Stock shall immediately and automatically terminate and 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 Restricted Stock.


 


c.                                       The
Participant’s death shall not affect this grant of shares of Restricted Stock,
which shall continue under the same terms and conditions 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.


 


3.                                       Vesting;
Term.


 


a.                                       The
shares of Restricted Stock awarded to Participant pursuant to Section 1
shall vest, and the restrictions on said shares shall terminate, as to the
number of shares of Restricted Stock determined in reference to the following schedule or
the occurrence of either a “Change of Control” (as such term is defined in
Participant’s employment agreement with Applied Digital Solutions, Inc.)
or in the event that the Participant ceases to be the Chairman of the Company’s
Board of Directors.


 


 


	
  Percentage of Shares

  of Restricted Stock

  	
   

  	
  Vesting Dates

  
	
  50%

  	
   

  	
  First Anniversary Date
  of this Agreement

  
	
  50%

  	
   

  	
  Second Anniversary Date
  of this Agreement

  



 


b.                                      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 ten years from the Grant
Date.


 


4.                                       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 Amended and Restated Digital Angel Corporation
Transition Stock Option Plan and a Restricted Stock Award Agreement entered
into under such Plan between the registered owner of this stock certificate and
Digital Angel Corporation.  Copies of
such Plan and Agreement are on file at the offices of Digital Angel
Corporation.


 


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


 


2





















 


stock power in the
form attached hereto as Exhibit A, endorsed in blank,  relating to each certificate evidencing the
shares of Restricted Stock.


 


5.                                       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.


 


6.                                       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.


 


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


 


8.                                       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.


 


9.                                       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.  All capitalized terms
used but not defined in this Restricted Stock Agreement shall have the same
meanings ascribed to them in the Plan. 
The Participant acknowledges and represents to the Company that the
Participant has received a copy of the Plan, the Participant has reviewed the
Plan and this Agreement and/or had them reviewed by the Participant’s advisors
to the Participant’s satisfaction, and that the Participant understands the
Plan and this Agreement.


 


10.                                 Interpretation.  The interpretation and construction of any
provision of this Restricted Stock Agreement, including whether a Vesting Event
has occurred on or before a Vesting Date, shall be made by the Committee and
shall be final, conclusive and binding on the Participant and all other
persons.


 


3





















 


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.


 


	
   

  	
  DIGITAL ANGEL
  CORPROATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name Typed or Printed

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  	
  Title Typed or Printed

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Name Typed or Printed

  
	
   

  	
   

  
	
   

  	
  Participant’s Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant’s Social
  Security or Tax

  
	
   

  	
  Identification Number:

  
	
   

  	
   

  
	
   

  	
   

  



 


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EXHIBIT A


 


STOCK POWER


(Assignment Separate from
Certificate)


 


For Value Received,                                                          
hereby sells, assigns and transfers unto


                                                         
(              )
shares of the non-voting common stock of Digital Angel Corporation (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