EX-10.2






Exhibit 10.2




AMERICA SERVICE GROUP INC.

1999 AMENDED AND RESTATED INCENTIVE STOCK PLAN

STOCK GRANT CERTIFICATE



This Stock Grant Certificate evidences a Stock Grant made pursuant to the America Service Group
Inc. (the “Company”) Amended and Restated 1999 Incentive
Stock Plan (the “Plan”) of ____________ shares
of restricted Stock to ____________, who shall be referred to as “Employee.” This Stock Grant is
granted effective as of March 9, 2009, which shall be referred to as the “Grant Date.”




	 	 	 	 	 
	 

	 	AMERICA SERVICE GROUP INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Richard Hallworth, President & CEO






TERMS AND CONDITIONS




     § 1. Plan and Stock Grant Certificate. This Stock Grant is subject to all of the
terms and conditions set forth in this Stock Grant Certificate and in the Plan. If a determination
is made that any term or condition set forth in this Stock Grant Certificate is inconsistent with
the Plan, the Plan shall control. All of the capitalized terms not otherwise defined in this Stock
Grant Certificate shall have the same meaning in this Stock Grant Certificate as in the Plan. A
copy of the Plan will be made available to Employee upon written request to the corporate Secretary
of the Company



     § 2. Stockholder Status. Employee shall have the right under this Stock Grant to
receive cash dividends on all of the shares of Stock subject to this Stock Grant when and as the
same are paid to the stockholders of the Company and to vote such shares until Employee’s right to
such shares is forfeited or becomes nonforfeitable. If Employee forfeits any shares under § 3,
Employee shall at the same time forfeit Employee’s right to vote such shares and to receive future
dividends paid with respect to such shares. Any Stock dividends or other distributions of property
(other than cash dividends) made with respect to shares that remain subject to forfeiture under § 3
shall be held by the Company, and Employee’s rights to receive such dividends or other property
(other than cash dividends) shall be forfeited or shall be nonforfeitable at the same time the
shares of Stock with respect to which the dividends or other property are attributable are
forfeited or become nonforfeitable. Except for (1) the right to receive cash dividends, which
shall be paid when and if paid to the stockholders of the Company and (2) the right to vote the
shares of Stock subject to this Stock Grant which are described in the first sentence of this § 2,
Employee shall have no rights as a Stockholder with respect to such shares of Stock until
Employee’s interest in such shares has become nonforfeitable.



 









 





     § 3. Vesting and Forfeiture.




	 	a.	 	Vesting. Subject to § 3(b), Employee’s interest in the Stock subject
to this Stock Grant shall become nonforfeitable in accordance with Exhibit B.

	 
	 	b.	 	Forfeiture. If the employee’s employment is terminated for any reason,
except as set forth below, before his or her interest in all of the shares shall have
become nonforfeitable (as set forth in § 3(a) above), then he or she shall forfeit that
portion of shares which have not then previously become nonforfeitable.
Notwithstanding the foregoing, that portion of the shares that have not previously
become nonforfeitable in accordance with § 3(a) above shall become fully nonforfeitable
prior to the dates set forth in § 3(a) above if any of the following occur:







	 	1.	 	If there is Change in Control of America
Service Group Inc., the shares shall become fully nonforfeitable
immediately upon the occurrence of the event causing the Change in
Control. For purposes of this Agreement, the term Change in
Control shall have the meaning ascribed to it in Section 2 of the
Plan; provided, however, that if any Employee has a separate
written employment agreement that specifically defines Change in
Control, such definition shall be used for that Employee only.

	 
	 	2.	 	If the Employee’s employment with the Company
or any of its affiliates, parents or subsidiaries, is terminated
due to the death of the Employee, the shares shall become fully
nonforfeitable upon the date of death.

	 
	 	3.	 	If the Employee’s employment with the Company
or any of its affiliates, parents or subsidiaries is terminated due
to the Disability of the Employee, the shares shall become fully
nonforfeitable upon such date of termination. For purposes of this
Agreement, the term Disability shall be defined as the Employee
failing to or being unable to perform, as determined by the
Committee in its sole discretion, the duties required of his or her
job because of any physical or mental infirmity, and such failure
or inability shall continue for any six consecutive months;
provided, however that if any Employee has a separate written
employment agreement that specifically defines Disability, such
definition shall be used for that Employee only.

	 
	 	4.	 	If the Employee’s employment with the Company
or any of its affiliates, parents or subsidiaries is terminated by
the company due to any reason other than as set forth above or
other than for a “Termination for Cause”, the shares shall become
fully nonforfeitable upon the date of such termination. For
purposes of this Agreement a “Cause” shall mean: (i) intentional
commission of an act, or failure to act, in a manner which
constitutes





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	 	 	 	dishonesty or fraud or which has a direct material adverse effect on
the Company or any of its affiliates, parents or subsidiaries or
their respective businesses, in each case as determined by the
Committee in its sole discretion; or (ii) Employee’s conviction of
or a plea of guilty to any felony or crime involving moral
turpitude; provided, however that if any Employee has a separate
written employment agreement that specifically defines “Cause”, such
definition shall be used for that Employee only.






     § 4. Stock Certificates. Company shall issue a stock certificate for the shares of
Stock subject to this Stock Grant in the name of Employee upon Employee’s execution of the
irrevocable stock power in favor of Company attached as Exhibit A. The Secretary of
Company shall hold such stock certificate representing such shares and any distributions made with
respect to such shares (other than cash dividends) until such time as his or her interest in such
shares have become nonforfeitable or have been forfeited. As soon as practicable after each date
as of which his or her interest in any shares becomes nonforfeitable under § 3(a), Company shall
issue to Employee a stock certificate reflecting the shares in which his or her interest has become
nonforfeitable on such date (together with any distributions made with respect to the shares that
have been held by Company). If shares are forfeited, the shares (together with any distributions
made with respect to the shares that have been held by Company) automatically shall revert back to
Company.



     § 5. Nontransferable. No rights, other than nonforfeitable rights, granted under this
Stock Grant Certificate shall be transferable by Employee, other than by will or by the laws of
descent and distribution. The person or persons, if any, to whom this Stock Grant is transferred
by will or by the laws of descent and distribution shall be treated after Employee’s death the same
as Employee under this Stock Grant.



     § 6. Other Laws. Company shall have the right to refuse to transfer shares of Stock
subject to this Stock Grant to Employee if Company acting in its absolute discretion determines
that the transfer of such shares might violate any applicable law or regulation.



     § 7. No Right to Continue Service. Neither the Plan, this Stock Grant Certificate,
nor any related material shall give Employee the right to continue in employment by the Company or
any of its affiliates, parents or subsidiaries, or shall adversely affect the right of ASG or any
of its affiliates, parents or subsidiaries to terminate Employee’s employment with or without cause
at any time.



     § 8. Governing Law. The Plan and this Stock Grant Certificate shall be governed by
the laws of the State of Delaware.



     § 9. Binding Effect. This Stock Grant Certificate shall be binding upon Company and
Employee and their respective heirs, executors, administrators and successors.



     § 10. Headings and Sections. The headings contained in this Stock Grant Certificate
are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Stock Grant Certificate. All references to sections in this Stock Grant Certificate shall be
to



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sections of this Stock Grant Certificate unless otherwise expressly stated as part of such
reference.




     § 11. Tax Withholding. This Stock Grant has been granted subject to the condition
that Employee consents to whatever action the Company directs to satisfy the minimum statutory
federal and state withholding requirements, if any, which the Company determines are applicable.



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Exhibit A




IRREVOCABLE STOCK POWER




     As
a condition to the issuance to the undersigned of a stock certificate for the
____________ shares of Stock which were granted to the undersigned as a Stock Grant under the America Service
Group Inc. 1999 Amended and Restated Incentive Stock Plan in the Stock Grant Certificate dated
March 9, 2008, the undersigned hereby executes this Irrevocable Stock Power in order to sell,
assign and transfer to America Service Group Inc. the shares of Stock subject to such Stock Grant
for purposes of effecting any forfeiture called for under § 3(b) of the Stock Grant Certificate and
does hereby irrevocably give America Service Group Inc. the power (without any further action on
the part of the undersigned) to transfer such shares of Stock on its books and records back to
America Service Group Inc. to effect any such forfeiture. This Irrevocable Stock Power shall
expire automatically with respect to the shares of Stock on the date such shares of Stock are no
longer subject to forfeiture under § 3(b) of such Stock Grant Certificate or, if earlier,
immediately after such a forfeiture has been effected with respect to such shares of Stock.



	 	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Employee Name
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Date






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Exhibit B




Vesting.



1. The Employee’s interest in the shares of Stock subject to this Stock
Grant shall become nonforfeitable on the third anniversary of the Grant Date
unless prior to the third anniversary of the Grant Date the employee’s
employment is terminated for any reason except for the reasons set forth §§
3(b)(2) through 3(b)(4).



2. In the event the Company’s common stock, $0.01 par value per share
(“Common Stock”), shall achieve an average closing stock price equal to or
greater than $17.00 per share for ninety (90) consecutive calendar days (the
“Stock Price Vesting Date”) on the NASDAQ Stock Market or such other primary
stock exchange on which the Common Stock is listed and traded, all of the
shares of Stock subject to this Stock Grant (to the extent such shares are
not already nonforfeitable) shall become nonforfeitable on the Stock Price
Vesting Date.





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