Exhibit 10.18
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE SYSCOMM INTERNATIONAL CORPORATION 2001 FLEXIBLE STOCK PLAN
This
RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of [INSERT DATE OF GRANT]
(the “Grant Date”) between Steel Vault Corporation, f/k/a SysComm International
Corporation, 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 Steel Vault Corporation
(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.”
