Exhibit 10.10
RESTRICTED STOCK AWARD AGREEMENT
PURSUANT TO THE
CLST HOLDINGS, INC.
2008 LONG TERM INCENTIVE PLAN
This RESTRICTED STOCK AWARD AGREEMENT (the "Award") is made as of this day of
(the "Date of Grant"), between CLST Holdings, Inc., a
Delaware corporation (the "Company"), and
("Participant").
Capitalized terms used but not defined in this Award shall
have the meanings set forth in the CLST Holdings, Inc. 2008 Long Term Incentive
Plan (the "Plan").
W I T N E S S E T H :
WHEREAS, the Company desires to carry out the purposes of the Plan by awarding
to Participant shares of the common stock, $0.01 par value per share ("Common
Stock"), of the Company; and
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1.
GRANT OF AWARD. PURSUANT TO THE PLAN,
THE COMPANY HEREBY GRANTS
SHARES OF COMMON STOCK (THE
"RESTRICTED STOCK") TO PARTICIPANT TO BE ISSUED AS HEREINAFTER PROVIDED IN
PARTICIPANT'S NAME SUBJECT TO CERTAIN RESTRICTIONS THEREON AS SET FORTH IN THIS
AWARD AND THE PLAN.
2.
ISSUANCE AND DELIVERY OF RESTRICTED
STOCK. THE RESTRICTED STOCK SHALL BE ISSUED UPON ACCEPTANCE AND EXECUTION HEREOF
BY PARTICIPANT AND UPON SATISFACTION OF THE TERMS OF THIS AWARD.
3.
VESTING OF RESTRICTED STOCK. SUBJECT TO
THIS SECTION 3, SECTION 4 BELOW AND THE OTHER TERMS AND CONDITIONS OF THIS AWARD
AND THE PLAN, ON THE DATE HEREOF,
SHARES OF THE RESTRICTED
STOCK SHALL VEST AND NO LONGER BE SUBJECT TO FORFEITURE AND ON EACH ANNIVERSARY
THEREAFTER (EACH, A "VESTING DATE"), AN ADDITIONAL
SHARES
OF THE RESTRICTED STOCK SHALL VEST AND NO LONGER BE SUBJECT TO FORFEITURE IF THE
PARTICIPANT REMAINS IN CONTINUOUS EMPLOYMENT, OR IN A CONTINUOUS CONSULTING OR
DIRECTOR RELATIONSHIP, WITH THE COMPANY FROM THE DATE OF GRANT THROUGH THE
VESTING DATE.
4.
FORFEITURE OF AWARD. THIS AWARD SHALL
BE SUBJECT TO THE FORFEITURE PROVISIONS OF THE PLAN; PROVIDED, HOWEVER,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AWARD OR THE PLAN, 100% OF THE
RESTRICTED STOCK SHALL BECOME FULLY VESTED AND SHALL NO LONGER BE SUBJECT TO
FORFEITURE UPON THE DEATH OR DISABILITY OF PARTICIPANT WHILE EMPLOYED OR ENGAGED
AS A DIRECTOR OR CONSULTANT BY THE COMPANY.
1
5.
RESTRICTIONS ON TRANSFER.
(A)
EXCEPT AS PROVIDED IN THE PLAN, THE
RESTRICTED STOCK MAY NOT BE RESOLD, PLEDGED AS SECURITY OR OTHERWISE
TRANSFERRED, ASSIGNED OR ENCUMBERED BY PARTICIPANT PRIOR TO THE DATE SUCH
RESTRICTED STOCK IS NO LONGER SUBJECT TO FORFEITURE OR BUYBACK, UNLESS
SPECIFICALLY AGREED IN WRITING BY THE COMPANY.
(B)
PARTICIPANT HEREBY AGREES THAT PARTICIPANT
SHALL MAKE NO DISPOSITION OF THE RESTRICTED STOCK UNLESS AND UNTIL:
(1)
THE FORFEITURE RESTRICTIONS IN SECTION 3
AND SECTION 4 HAVE LAPSED;
(2)
PARTICIPANT SHALL HAVE NOTIFIED THE COMPANY
OF THE PROPOSED DISPOSITION AND PROVIDED A WRITTEN SUMMARY OF THE TERMS AND
CONDITIONS OF THE PROPOSED DISPOSITION, AND AN OPINION (ACCEPTABLE TO THE
COMPANY) OF COUNSEL (ACCEPTABLE