CHINA GREEN AGRICULTURE, INC. RESTRICTED STOCK GRANT AGREEMENT
Exhibit
10.1
2009
EQUITY INCENTIVE PLAN
This
Restricted Stock Grant Agreement (the "Agreement") is entered into this ___ day
of ______ 2010, by and between China Green Agriculture, Inc. (the “Company”), a
Nevada corporation, and _______________ (“Grantee”).
ARTICLE
I
GRANT
OF RESTRICTED STOCK
1.1 Grant of Restricted
Stock. Pursuant to, and subject to, the terms and conditions
set forth herein and in the 2009 Equity Incentive Plan of the Company (the
“Plan”), the Company hereby grants to the Grantee _________ restricted shares
(the “Restricted Stock”) of common stock, par value $0.001 per share, of the
Company (“Common Stock”).
1.2 Grant
Date. The Grant Date of the Restricted Stock is
______________, 2010.
1.3 Incorporation of
Plan. All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein. If
there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by the
Compensation Committee of the Board of Directors of the Company (the
“Committee”), shall govern. Except as otherwise provided herein, all
capitalized terms used herein shall have the meaning given to such terms in the
Plan.
ARTICLE
II
VESTING
2.1 Vesting. Subject
to the further provisions of this Agreement, the Restricted Stock shall vest
with respect to the following number of shares on the following dates (each, a
“Vesting Date”), [so long as the performance targets set forth next to each
Vesting Date are achieved on such Vesting Date] [applicable to performance based
vesting]:
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Shares
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Vesting Date
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[Performance Targets][if applicable]
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2.2 [Forfeiture of Unvested
Shares. Any shares of Restricted Stock, including any property
in respect of such shares held by the custodian pursuant to Section 4.3 hereof,
that do not vest for failure to meet the requisite performance targets set forth
in Section 2.1 of the Agreement shall be forfeited.] [applicable to performance based
vesting]
ARTICLE
III
TERMINATION
OF EMPLOYMENT
3.1 Termination of
Employment. In the event that the Grantee’s employment (which
for purposes of this Agreement shall include service as a director or
consultant) with the Company or one of the Company’s subsidiaries terminates for
any reason, all unvested shares of Restricted Stock, together with any property
in respect of such shares held by the custodian pursuant to Section 4.3 hereof,
shall be forfeited as of the date of such termination of employment and the
Grantee promptly shall return to the Company any certificates evidencing such
shares. For purposes of this Agreement, the Grantee shall be deemed
to have terminated employment or incurred a termination of employment upon (i)
the date the Grantee ceases to be employed by, or to provide consulting services
for, the Company or any Company subsidiary; or (ii) the date the Grantee ceases
to be a Board member, provided, however, that if the Grantee (x) at the time of
reference is both an employee or consultant and a Board member, or (y) ceases to
be engaged as an employee, consultant or Board member and immediately is engaged
in another of such relationships with the Company or any Company subsidiary, the
Grantee shall not be deemed to have a “termination of employment” until the last
of the dates determined pursuant to subparagraphs (i) and (ii) above. The
Committee, in its discretion, may determine whether any leave of absence
constitutes a termination of employment for purposes of this
Agreement.
ARTICLE
IV
RESTRICTIONS
4.1 Restrictions on
Transferability. Until a share of Restricted Stock vests, such
share may not be sold, assigned, transferred, alienated, commuted, anticipated,
or otherwise disposed of (except by will or the laws of descent and
distribution), or pledged or hypothecated as collateral for a loan or as
security for the performance of any obligation, or be otherwise encumbered, and
are not subject to attachment, garnishment, execution or other legal or
equitable process, and any attempt to do so shall be null and void. If the
Grantee attempts to dispose of or encumber the Grantee’s unvested shares of
Restricted Stock, such shares of Restricted Stock, together with any property in
respect of such shares held by the custodian pursuant to Section 4.3 hereof,
shall be forfeited as of the date of such attempted transfer and the Grantee
promptly shall return to the Company any certificates evidencing such
shares.
4.2 Issuance of
Certificates.
(a) Reasonably
promptly after the Grant Date, the Company shall issue certificates for the
Restricted Stock granted herein. Each such certificate may bear the
following legend:
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“THE
SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF
THE 2009 EQUITY INCENTIVE PLAN OF CHINA GREEN AGRICULTURE, INC. (THE “COMPANY”)
AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF
RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN
AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR
EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE
COMPANY”
Such
legend shall not be removed from such certificates until such shares of
Restricted Stock vest.
(b) The
certificates representing the Restricted Stock granted herein shall be held,
together with a stock power executed in blank by the Grantee, in escrow by the
Secretary of the Company under the Grantee’s name in an account maintained by
the Company until such shares of Restricted Stock vest or are
forfeited. Upon vesting, subject to the satisfaction of the Company’s
tax withholding obligations, certificates evidencing such vested shares of
Restricted Stock shall be delivered to the Grantee (or the Grantee’s
beneficiary, legal representative or heir), free of the restrictive legend set
forth in Section 4.2(a) hereof.
(c) The
Company may require as a condition of the delivery of stock certificates
pursuant to Section 4.2(b) hereof that the Grantee remit to the Company an
amount sufficient in the opinion of the Company to satisfy any federal, state
and other governmental tax withholding requirements related to the vesting of
the shares represented by such certificate.
(d) The
Grantee shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Company by virtue of the grant of Restricted Stock, except to
the extent a stock certificate is issued therefor and held in escrow pursuant to
Section 4.2(a) hereof, and then only from the date such certificate is
issued. Upon the issuance of a stock certificate, the Grantee shall
have the rights of a shareholder with respect to the Restricted Stock, including
the right to vote the shares, subject to the restrictions on transferability,
the forfeiture provisions and the requirement that dividends be held in escrow
until the shares vest, as set forth in this Agreement.
4.3 Dividends,
etc. Unless the Committee otherwise determines, any property,
including cash dividends, received by a Grantee with respect to a share of
Restricted Stock as a result of any dividend, recapitalization, merger,
consolidation, combination, exchange of shares or otherwise and for which the
Grant Date occurs prior to such event but which has not vested as of the date of
such event, will not vest until such share of Restricted Stock vests, and shall
be promptly deposited with the Company or a custodian designated by the
Company. The Company shall or shall cause such custodian to issue to
the Grantee a receipt evidencing the property held by it in respect of the
Restricted Stock.
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ARTICLE
V
MISCELLANEOUS
5.1 Delays or
Omissions. No delay or omission to exercise any right, power
or remedy accruing to any party hereto upon any breach or default of any party
under this Agreement, shall impair any such right, power or remedy of such
party, nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or
conditions of this Agreement, must be in a writing signed by such party and
shall be effective only to the extent specifically set forth in such
writing.
5.2 Right of Discharge
Preserved. Nothing in this Agreement shall confer upon the
Grantee the right to continue in the employ or other service of the Company or
one of the Company’s subsidiaries, or affect any right which the Company may
have to terminate such employment or service.
5.3 Integration. This
Agreement contains the entire understanding of the parties with respect to its
subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to the
subject matter hereof other than those expressly set forth
herein. This Agreement, including, without limitation, the Plan,
supersedes all prior agreements and understandings between the parties with
respect to its subject matter.
5.4 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
5.5 Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada, without regard to
the provisions governing conflict of laws.
5.6 Grantee
Acknowledgment. The Grantee hereby acknowledges receipt of a
copy of the Plan. The Grantee hereby acknowledges that all decisions,
determinations and interpretations of the Committee in respect of the Plan, this
Agreement and the Restricted Stock shall be final and conclusive.
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IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its duly authorized officer, and the Grantee has hereunto signed this Agreement
on his own behalf, thereby representing that he has carefully read and
understands this Agreement and the Plan as of the day and year first written
above.
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By:
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Name:
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Title:
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[Grantee]
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