made under Section 83(b) of the Internal Revenue Code of
1986, as amended, pursuant to Treasury Regulation section 1.83-2.
1.
The taxpayer who performed the services is:
Name of Offeree:
Offeree's Address:
Offeree's Social Security Number:
2.
The property with respect to which the election is being made is
shares of common stock of XPLORE TECHNOLOGIES CORP.,
a Delaware corporation (the "Corporation").
3.
The property was transferred on
,
20
.
(Date of Award)
4.
The taxable year in which the election is being made is the
calendar year 20
.
5.
If for any reason the taxpayer's service with the Corporation is
terminated, the property is subject to forfeiture to the Corporation.
The
forfeiture condition lapses on March 31, 2010.
6.
The Fair Market Value of the property at the time of transfer
(determined without regard to any restriction other than a restriction which by
its terms will never lapse) is $
per share.
7.
The property was acquired in consideration for past services
rendered to the issuer.
8.
A copy of this statement was furnished to the Corporation for
whom the taxpayer rendered the service underlying the transfer of property.
9.
This statement is executed as of
, 20
.
Spouse (if any)
[Name of Offeree]:
Taxpayer
A-4
XPLORE TECHNOLOGIES CORP.
2009 STOCK INCENTIVE PLAN
RESTRICTED SHARE AGREEMENT
EXHIBIT B
JOINT ESCROW INSTRUCTIONS
, 20
To Secretary
XPLORE TECHNOLOGIES CORP.
[Address of Corporation]
Dear Sir or Madam:
As Escrow Agent for XPLORE TECHNOLOGIES CORP. (the "Corporation"), and [Name of
Offeree] ("Offeree"), you are authorized and directed to hold the Assignment
Separate from Certificate form(s) executed by Offeree and the certificate(s) of
stock representing Offeree's unvested shares acquired in accordance with the
terms of the Restricted Share Agreement (the "Agreement") entered into between
the Corporation and Offeree, in accordance with the following instructions:
(I)
IN THE EVENT THAT THE UNVESTED SHARES ARE FORFEITED PURSUANT TO
THE FORFEITURE PROVISIONS OF THE AGREEMENT, OFFEREE AND THE CORPORATION HEREBY
IRREVOCABLY AUTHORIZE AND DIRECT YOU TO CLOSE THE TRANSACTION CONTEMPLATED, AND
TO PROMPTLY DELIVER THE STOCK CERTIFICATES.
(II)
UPON A FORFEITURE, YOU ARE DIRECTED (A) TO DATE THE ASSIGNMENT
SEPARATE FROM CERTIFICATE FORM(S) NECESSARY FOR THE TRANSFER IN QUESTION, (B) TO
FILL IN THE NUMBER OF SHARES BEING TRANSFERRED, AND (C) TO DELIVER THE FORM(S),
TOGETHER WITH THE CERTIFICATE OR CERTIFICATES EVIDENCING THE SHARES TO BE
TRANSFERRED, TO THE CORPORATION.
THE CORPORATION SHALL MAKE NO PAYMENT TO YOU
FOR THE SHARES THAT ARE FORFEITED PURSUANT TO THE FORFEITURE CONDITION.
(III)
OFFEREE IRREVOCABLY AUTHORIZES THE CORPORATION TO DEPOSIT WITH
YOU ANY CERTIFICATES EVIDENCING SHARES TO BE HELD BY YOU UNDER THIS LETTER AND
ANY ADDITIONS AND SUBSTITUTIONS TO THE SHARES AS DEFINED IN THE AGREEMENT.
OFFEREE IRREVOCABLY APPOINTS YOU AS HIS OR HER ATTORNEY-IN-FACT AND AGENT FOR
THE TERM OF THIS ESCROW TO EXECUTE, WITH RESPECT TO THE SHARES OF STOCK, ALL
DOCUMENTS NECESSARY OR APPROPRIATE TO MAKE SUCH SECURITIES NEGOTIABLE AND TO
COMPLETE ANY TRANSACTION CONTEMPLATED BY THESE JOINT ESCROW INSTRUCTIONS.
SUBJECT