EXHIBIT 10.12
RESTRICTED STOCK AGREEMENT
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THIS AGREEMENT, dated as of July 1, 2002 (the "Grant Date") by and between
WorldWater Corp. and Xxxxxxx X. Xxxxx (the "Grantee"), is entered into as
follows:
WHEREAS, the Compensation Committee of the Board of Directors of the Company
determined that the Employee be granted shares of the Company's $.001 par value
Common Stock subject to the restrictions stated below, as reflected in the
Employment Agreement Amendment dated July 1, 2002 by and between the Employee
and the Company and as hereinafter set forth:
1. Grant of Restricted Stock. Subject to the restrictions contained in this
agreement (the "Agreement") WorldWater Corp. (the "Company") hereby grants to
Xxxxxxx X. Xxxxx (the "Grantee"), effective July 1, 2002 (the "Grant Date"),
1,000,000 shares of restricted Common Stock (the "Shares"). The Board has
determined that the fair market value of the Common Stock of the Company on the
Grant Date is $0.15 per share.
2. Vesting. Provided that Grantee remains an Employee or member of the
Board of Directors of the Company, Grantee shall become vested in 20% of the
Shares upon each anniversary of the Grant Date, so that the Grantee shall be
100% vested in 5 years.
3. Termination of Award. If the Grantee's employment or Board membership is
terminated for any reason, unless otherwise determined by the Compensation
Committee, the Grantee will forfeit any unvested shares.
4. Non-transferability of Award. The Grantee may not transfer either this
award or any Shares acquired pursuant to this award except in accordance with
the terms of this Agreement or by will or the laws of descent and distribution;
provided that, Grantee may gift the Shares, or some portion of the Shares, to an
immediate family member, to a trust for the benefit of such persons, or to a
partnership in which only such persons are partners. Any transferee of Shares
must agree in writing, on a form prescribed by the Company, to be bound by all
provisions of this Agreement and the Plan, and following any such transfer, the
terms of the grant shall remain the same except that the transferee shall be
considered the Grantee. The transferability of such Shares shall also be
limited by any legend on the certificate(s) representing such Shares restricting
the transferability of the Shares.
5. Right to Vote and to Receive Dividends. The Grantee will have the right
to vote unvested Shares and receive any dividends or other distributions paid on
unvested Shares.
6. Taxes. The Employee shall be liable for any and all taxes, including
withholding taxes, arising out of this grant or the vesting of Stock hereunder.
The Employee may elect to satisfy such withholding tax obligation by having the
Company retain Stock having a fair market value equal to the Company's minimum
withholding obligation.
7. Amendments. The Board may from time to time amend the terms of this
Agreement to the extent it deems appropriate; provided that any amendment
adverse to the Grantee shall be effective only if consented to by the Grantee in
writing.
8. Grant Not to Affect Employment or Service. The Shares granted hereunder
shall not confer upon Grantee any right to continue in the employment or service
of the Company, its Subsidiaries or Affiliates.
9. Securities Laws. The Board may from time to time impose any conditions
on the Shares as it deems necessary or advisable to ensure that all rights
granted under this Agreement satisfy the requirements of applicable securities
laws.
10. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof. This Agreement
supersedes all prior discussions, negotiations, understandings, commitments and
agreements with respect to such matters.
11. Governing Law. To the extent not preempted by federal law, this
Agreement shall be governed by and construed in accordance with the laws of the
State of New Jersey.
WorldWater Corp.
Compensation Committee
By: Xx. Xxxxxxxx Xxxxx By: Xxxxxx Xxxxxx
/s/ Xxxxxxxx Xxxxx /s/ Xxxxxx Xxxxxx
I have read the above Agreement and hereby accept the above award and the terms
and conditions of this agreement and I agree to be bound thereby and by the
actions of the Board.
Recipient
By: Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
