Filed by Bowne Pure Compliance





Exhibit 10.9




IFTH ACQUISITION CORP.

RESTRICTED STOCK AWARD AGREEMENT

UNDER IFTH ACQUISITION CORP. 2001 FLEXIBLE STOCK PLAN




This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of [INSERT DATE OF GRANT]
(the “Grant Date”) between IFTH Acquisition Corp., a Delaware corporation (the “Company”) and
[INSERT NAME OF GRANTEE] (the “Grantee”).



Background Information




A. The Compensation Committee has granted to the Grantee an award of [INSERT APPLICABLE
NUMBER] restricted shares of common stock, par value $0.01 per share (the “Common Stock”), of the
Company (the “Award”) pursuant to the Company’s 2001 Flexible Stock Plan (the “2001 Plan”).



B. The Company and the Grantee are entering into this Agreement in order to evidence the
Award, which shall be governed in all respects by the terms and provisions hereof.



C. The Grantee desires to accept the Award grant and agrees to be bound by the terms and
conditions of this Agreement.



D. This Agreement shall be subject to and governed by the 2001 Plan, which is incorporated
herein by reference. For purposes of such incorporation, all references in such sections to the
term “Plan” shall be deemed to be references to this Agreement.



Agreement




1. Restricted Stock. Subject to the terms and conditions provided in this Agreement,
the Company hereby grants to the Grantee [INSERT APPLICABLE NUMBER] shares of Common Stock (the
“Restricted Stock”) as of the Grant Date. The extent to which the Grantee’s rights and interest in
the Restricted Stock becomes vested and non-forfeitable shall be determined in accordance with the
provisions of Sections 2 and 3 of this Agreement.



2. Vesting. Except as may be otherwise provided in Section 3 of this Agreement, the
vesting of the Grantee’s rights and interest in the Restricted Stock shall be determined in
accordance with this Section 2. The Grantee’s rights and interest in the Restricted Stock shall
become fully vested and non-forfeitable and shall cease being restricted on [INSERT APPLICABLE
DATE/EVENT], provided that (1) the Grantee does not resign prior to [INSERT APPLICABLE DATE/EVENT]
and (2) the Company does not terminate the employment of the Grantee for cause prior to [INSERT
APPLICABLE DATE/EVENT], with said cause being defined as a conviction of a felony or Grantee’s
being prevented from providing services hereunder as a result of Grantee’s violation of any law,
regulation and/or rule.



3. Change of Control. In the event of a Change of Control (as defined in the 2001
Plan), Restricted Stock that is not yet vested on the date such Change of Control is determined to
have occurred shall become fully vested on the date such Change of Control is determined to have
occurred.



4. Restrictions on Transfer; Legending of Shares. Until such time as any share of
Restricted Stock becomes vested pursuant to Section 2 or Section 3 of this Agreement, the Grantee
shall not have the right to make or permit to occur any transfer, pledge or hypothecation of all or
any portion of the Restricted Stock, whether outright or as security, with or without
consideration, voluntary or involuntary. Any transfer, pledge or hypothecation not made in
accordance with this Agreement shall be deemed null and void. The certificate evidencing the
Restricted Stock shall contain a legend in substantially the following form:




“The shares evidenced by this certificate are subject to restrictions on
transfer set forth in the Restricted Stock Award Agreement, dated [INSERT
APPLICABLE DATE], between IFTH Acquisition Corp. (the “Company”) and [INSERT
NAME OF GRANTEE], a copy of which may be obtained from the Company at its
principal executive offices.”




“The shares of common stock of the Company represented hereby have not been
registered under the Securities Act of 1933, as amended, or applicable state
securities laws and may not be transferred, pledged, hypothecated or otherwise
disposed of in the absence of an effective registration statement covering such
shares under that Act and any applicable state securities laws, unless, in the
opinion of counsel satisfactory to the Company, an exemption from registration
thereunder is available.”



 


 









 






5. Forfeiture. The Grantee shall forfeit all of his rights and interest in the
Restricted Stock if the Grantee resigns or the Company terminates the employment of the Grantee for
cause (as defined in Section 2 above) before the Restricted Stock becomes fully vested in
accordance with Section 2 or Section 3 of this Agreement.



6. Shares Held by Custodian; Rights to Dividends and Voting Rights. The Grantee hereby
authorizes and directs the Company to deliver any share certificate issued by the Company to
evidence the award of Restricted Stock to the Secretary of the Company or such other officer of the
Company (other than the Grantee) as may be designated by the Company’s Board of Directors or the
Compensation Committee of such Board (the “Share Custodian”) to be held by the Share Custodian
until the Restricted Stock becomes fully vested in accordance with Section 2 or Section 3 of this
Agreement. When the Restricted Stock becomes vested, the Share Custodian shall deliver to the
Grantee (or his beneficiary in the event of death) a certificate representing the vested Restricted
Stock (which then will be unrestricted) and may delete the first paragraph of the legend set forth
in Section 4 above. The Grantee hereby irrevocably appoints the Share Custodian, and any successor
thereto, as the true and lawful attorney-in-fact of the Grantee with full power and authority to
execute any stock transfer power or other instrument necessary to transfer the Restricted Stock to
the Company, or to transfer the Restricted Stock to the Grantee on an unrestricted basis upon
vesting, pursuant to this Agreement, in the name, place, and stead of the Grantee. The term of such
appointment shall commence on the Grant Date and shall continue until the Restricted Stock becomes
vested or is forfeited. During the period that the Share Custodian holds the shares of Restricted
Stock subject to this Section 6, the Grantee shall be entitled to all rights applicable to shares
of Common Stock of the Company not so held, including the right to vote and receive dividends, but
provided, however, in the event of (i) any change in the Common Stock of the Company by reason of
any stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares or (ii) any distribution of Common Stock or other
securities of the Company in respect of such shares of Common Stock, the Grantee agrees that any
certificate representing shares of such additional Common Stock or other securities of the Company
issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be
subject to all of the provisions of this Agreement as if initially received hereunder.



7. Tax Consequences. Upon the occurrence of a vesting event specified in Section 2 or
Section 3 above, the Grantee must satisfy the federal, state, local or foreign income and social
insurance withholding taxes imposed by reason of the vesting of the Restricted Stock. The Grantee
shall make an election with respect to the method of satisfaction of such tax withholding
obligation in accordance with procedures established by the Compensation Committee of the Company’s
Board of Directors. The Company shall reimburse the Grantee in an amount equal to all of the
federal, state, local or foreign taxes imposed on the Grantee as a result of the Award (including
the amount of additional taxes imposed upon the Grantee due to the Company’s payment of the
aforementioned taxes on the Award) no later than March 15, 2009.



The Grantee understands that the Grantee may elect to be taxed at the Grant Date rather than
when the Restricted Stock becomes vested by filing with the Internal Revenue Service an election
under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), within thirty
(30) days from the Grant Date. The Grantee acknowledges that it is the Grantee’s sole
responsibility, and not the Company’s responsibility, to timely file the Code section 83(b)
election with the Internal Revenue Service if the Grantee intends to make such an election.



8. No Effect on Employment. Nothing in this Agreement shall confer upon the Grantee
the right to continue in the employment of the Company or affect any right which the Company may
have to terminate the employment of the Grantee regardless of the effect of such termination of
employment on the rights of the Grantee or this Agreement.



9. Governing Laws. This Agreement shall be construed and enforced in accordance with
the laws of the State of Florida, without regard to any applicable conflicts of law. By accepting
this Award, the Grantee irrevocably and unconditionally consents to submit to the exclusive
jurisdiction of the courts of the State of Florida or of the United States of America, in each case
located in Palm Beach County, Florida, for any litigation arising out
of or relating to this Agreement (and agrees not to commence any litigation relating thereto except in such
courts). The Grantee also irrevocably and unconditionally waives any objection to the laying of
venue of any litigation arising out of or related to this Award in the courts of the State of
Florida or of the United States of America, in each case located in Palm Beach County, Florida, and
hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such
court that any such litigation brought in any such court has been brought in an inconvenient forum.




 


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10. Successors. This Agreement shall inure to the benefit of, and be binding upon, the
Company and the Grantee and their heirs, legal representatives, successors and permitted assigns.



11. Severability. In the event that any one or more of the provisions or portion
thereof contained in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.



12. Notices. All notices required or permitted hereunder shall be in writing and shall
be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent
by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the
next business day; (c) three (3) business days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent as follows:




If to the Company:




IFTH Acquisition Corp.

1690 South Congress Avenue, Suite 200

Delray Beach, Florida 33445




If to Grantee:




[INSERT NAME OF GRANTEE]

[INSERT HOME ADDRESS OF GRANTEE]



13. Entire Agreement. Subject to paragraph D in the section of this Agreement under
the heading “Background Information,” this Agreement expresses the entire understanding and
agreement of the parties hereto with respect to the terms and conditions of this Award.



14. Headings. Section headings used herein are for convenience of reference only and
shall not be considered in construing this Agreement.



15. Additional Acknowledgements. By their signatures below (including electronic
signatures), the Grantee and the Company agree that the Restricted Stock is granted under and
governed by the terms and conditions of this Agreement. Grantee has reviewed the terms of this
Agreement, has had an opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of this Agreement. Grantee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Compensation Committee of the
Company’s Board of Directors upon any questions relating to this Agreement.



IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the Grant
Date set forth above.



	 	 	 	 	 	 	 
	 	 	IFTH Acquisition Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[INSERT NAME OF GRANTEE]	 	 







 


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