UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2022
DORIAN LPG LTD. | ||
(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands | 001-36437 | 66-0818228 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification no.) |
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c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut |
| 06902 |
(Address of principal executive offices) |
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(Registrant's telephone number, including area code): (203) 674-9900
(Former Name or Former Address, if Changed Since Last Report): None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.01 per share | LPG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
The information contained in Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into (i) the registration statement on Form S-3 (File No. 333-200714) of Dorian LPG Ltd. (the "Company"), filed with the U.S. Securities and Exchange Commission (the "Commission") on June 29, 2015 and (ii) the registration statement on Form S-3 (File No. 333-233104) of the Company, filed with the Commission on August 7, 2019.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Compensation Committee of the Board of Directors of the Company (the "Committee") has approved certain cash bonus payments, restricted share awards and base salaries in recognition of certain officers' contributions to the Company for the fiscal year ended March 31, 2022. As of the filing of the Form 10-K, the cash bonus payments, restricted share awards and base salaries described below had not been determined, and thus were not included in the Form 10-K. In accordance with Item 5.02(f) of Form 8-K, the Company has included such information herein.
The Committee approved discretionary cash bonus payments (the “Fiscal Year 2022 Annual Bonuses”) to John C. Hadjipateras, John C. Lycouris, Theodore B. Young, Tim T. Hansen and Alexander C. Hadjipateras in the amounts of $900,000, $350,000, $300,000, DKK 2,250,000 (1) and $250,000, respectively.
(1) Based on a conversion rate of 1 DKK = 0.14 USD, which was the conversion rate used for purposes of the Committee’s approval of the applicable compensation item, Mr. Tim T. Hansen’s discretionary cash bonus payment would be $315,000.
The Committee also approved discretionary restricted share and restricted stock unit awards under the Company's Amended and Restated 2014 Equity Incentive Plan to John C. Hadjipateras, John C. Lycouris, Theodore B. Young, Tim T. Hansen and Alexander C. Hadjipateras in the amounts of 72,500 restricted shares, 30,000 restricted shares, 33,000 restricted shares, 33,000 restricted stock units and 30,000 restricted shares, respectively. The restricted shares shall vest ratably and in three equal installments commencing with, and on the subsequent anniversaries of, August 5, 2022 (the "Grant Date"), with the vesting schedule of the restricted stock units to be determined in consultation with Danish counsel. Notwithstanding the foregoing, the restricted shares (the "Vesting Shares") to be issued to each of Mr. John C. Hadjipateras, Mr. John C. Lycouris and Mr. Theodore B. Young that are eligible to vest on August 5, 2024 (the "Scheduled Vesting Date") shall vest when and only if the volume weighted average price of the Company's common shares over any consecutive 15-day period prior to the final business day of the tenth fiscal quarter following the Grant Date of the Vesting Shares, as reported on Bloomberg (or on such other internationally recognized financial information provider), equals or exceeds, 95% of the book value of a Company share, which shall be determined (in good faith by the management of the Company) in respect of the Scheduled Vesting Date, as of the first business day of the fiscal quarter immediately preceding the Scheduled Vesting Date. Each restricted share award will be made pursuant to a Restricted Stock Award Agreement, the form of which is attached hereto and incorporated by reference herein. Each restricted stock unit award will be made pursuant to a Restricted Stock Unit Award Agreement, the form of which is attached hereto and incorporated by reference herein. As disclosed in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 2, 2022 (the “Form 10-K”) by the Company, each of the Named Executive Officers also received a $1,500 holiday bonus.
All other compensation paid in the fiscal year ended March 31, 2022 or earned by each of the Company’s named executive officers in respect of the same period was previously reported by the Company in the Form 10-K, including in the summary compensation table beginning on page 93 of the Form 10-K.
Named Executive Officer Base Salaries
In addition to the foregoing, the Committee (i) approved the following annual base salary increases for the following named executive officers, effective April 1, 2022: for Theodore B. Young, a base salary increase from $500,000 to $550,000; for Tim T. Hansen, a base salary increase from DKK 3,400,000 to DKK 3,750,000(2); and for Alexander C. Hadjipateras, a base salary increase from $350,000 to $370,000 and (ii) determined that the base salaries would not be changed for the other named executive officers, which would remain at $650,000 for John C. Hadjipateras and $550,000 for John C. Lycouris.
(2) Based on a conversion rate of 1 DKK = 0.14 USD, which was the conversion rate used for purposes of the Committee’s approval of the applicable compensation item, Mr. Tim T. Hansen’s base salary would have increased from $476,000 to $525,000.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
June 28, 2022 | DORIAN LPG LTD. | |
(registrant) | ||
By: | /s/ Theodore B. Young | |
Theodore B. Young | ||
Exhibit 10.1
AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN
Notice of Restricted Stock Grant
Participant:________________________________
Company:Dorian LPG Ltd.
Notice: | You have been granted the following Restricted Stock award in accordance with the terms of this notice, the Restricted Stock Award Agreement attached hereto as Attachment A (such notice and agreement, collectively, this “Agreement”) and the Plan identified below. |
Type of Award: | Restricted Stock. |
Plan: | Dorian LPG Ltd. Amended and Restated 2014 Equity Incentive Plan. |
Grant:Grant Date: ___________________
Total Number of Shares of Stock Underlying Restricted Stock Award: ___________
Period of Restriction: | Subject to the terms of the Plan and this Agreement, the period in which the shares of Restricted Stock are subject to the restrictions set forth in in the Restricted Stock Award Agreement (the “Period of Restriction”) shall commence on the Grant Date and shall lapse on the dates set forth below as to that portion of the total number of shares of Restricted Stock set forth below opposite each such date. |
Vesting Date | Portion / Shares Vesting |
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Requirement:] | [As applicable.] |
Acknowledgement
DORIAN LPG LTD. By: Name: ________________ Title: _________________ Date: ___________________ | PARTICIPANT _________________________ Date: ____________________ |
Attachment A
DORIAN LPG LTD.
AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement
This Restricted Stock Award Agreement, dated as of the Grant Date set forth in the Notice of Restricted Stock Grant to which this Restricted Stock Award Agreement is attached (the “Grant Notice”), is made between Dorian LPG Ltd. and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Restricted Stock Award Agreement.
3. | Period of Restriction. |
The Period of Restriction to which the Restricted Stock is subject shall be as set forth in the Grant Notice. The Participant acknowledges that prior to the expiration of the applicable portion of the Period of Restriction, the Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of (whether voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Period of Restriction, the restrictions set forth in this Agreement with respect to the Restricted Stock theretofore subject to such expired Period of Restriction shall lapse, except as may be provided in accordance with Section 12 hereof.
| 4. | Evidence of Shares; Legend. |
The Participant agrees that, in the Company’s discretion, the Participant’s ownership of the Restricted Stock may be evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated stock transfer agent in the Participant’s name, which shall be subject to a stop transfer order consistent with this Agreement and the legend set forth in this Section 4 below.
If, however, during the Period of Restriction, the Restricted Stock is evidenced by a stock certificate or certificates, registered in the Participant’s name, the Participant acknowledges that upon receipt of such stock certificate or certificates, such certificates shall bear the following legend and such other legends as may be required by law or contract:
“These shares have been issued pursuant to the Dorian LPG Ltd. Amended and Restated 2014 Equity Incentive Plan (the "Plan") and are subject to forfeiture to Dorian LPG Ltd. in accordance with the terms of the Plan and an Agreement between Dorian LPG Ltd. and the person in whose name the certificate is registered. These shares may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of except in accordance with the terms of the Plan and said Agreement.”
The Participant agrees that upon receipt of any such stock certificates for the Restricted Stock the Participant shall deposit each such certificate with the Company, or such other escrow holder as the Administrator may appoint, together with a stock power endorsed in blank or other appropriate instrument of transfer, to be held by the Company or such escrow holder until the expiration of the applicable portion of the Period of Restriction.
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Upon expiration of the applicable portion of the Period of Restriction, a certificate or certificates representing the Shares as to which the Period of Restriction has so lapsed shall be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance with Section 8 hereof; provided, however, that such Shares may nevertheless be evidenced on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
| 5. | Adjustment. |
Notwithstanding any other provision of this Agreement, the Restricted Stock shall be subject to the adjustment provisions set forth in Section 1.5(c) of the Plan.
| 6. | Change in Control. |
Notwithstanding any other provision of this Agreement, upon a Change in Control, the Restricted Stock shall become fully vested and all restrictions set forth in this Agreement with respect to the Restricted Stock shall lapse, except as may be provided in accordance with Section 12 hereof.
| 7. | Termination of Service. |
Upon the Participant’s termination of employment or consultancy/service to the Company or any Affiliate or upon dismissal from the Board in the case of a non-employee director (a “Termination of Service”) by the Company other than for Cause or on account of death or Disability, the Restricted Stock shall become fully vested and all restrictions set forth in this Agreement with respect to the Restricted Stock shall lapse, except as may be provided in accordance with Section 12 hereof. In the case of a Termination of Service under any circumstances other than as set forth in the preceding sentence, including by the Company for Cause or voluntarily by the Participant, all Restricted Stock for which the Period of Restriction has not lapsed prior to the date of such Termination of Service shall be immediately forfeited. “Cause” shall be as defined in the Plan, provided that in the event that the Participant is a participant in the Company’s Executive Severance and Change in Control Severance Plan at the time of the Termination of Service, “Cause” shall be defined as in the Executive Severance and Change in Control Severance Plan for purposes of this Agreement.
| 8. | Taxes and Withholdings. |
A Participant shall be required to pay, in cash, to the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from this award of Restricted Stock or from any compensation or other amount owing to such Participant, the amount of any applicable withholding taxes with respect to the Restricted Stock upon the date of expiration of the applicable portion of the Period of Restriction, or the date the value of any shares of Restricted Stock first becomes includible in the Participant’s gross income for income tax purposes, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. To the extent permitted by the Administrator, a Participant may elect that any taxes of any kind required by law to be withheld with respect to the Restricted Stock shall be satisfied by the Company withholding shares otherwise deliverable to the Participant pursuant to this Agreement (provided, however, that the amount of any shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the Administrator may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock on the payment date.
The Participant hereby acknowledges that he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock, provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the Grant Date. In the event the Participant makes an election under Section 83(b) of the Code and the value of any Restricted Shares otherwise becomes includible in the Participant’s gross income for tax or social security purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other
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arrangements satisfactory to the Administrator for the satisfaction of) any taxes of any kind or other amounts required by law to be withheld with respect to such Restricted Shares.
| 9. | Rights as a Shareholder. |
The Participant shall have all rights of a shareholder (including, without limitation, dividend and voting rights) with respect to the Restricted Stock, for record dates occurring on or after the Grant Date and prior to the date any such shares of Restricted Stock are forfeited in accordance with this Agreement, except that any dividends or distributions (whether in cash, stock or other property) paid with respect to the Restricted Stock shall, during the Period of Restriction, be deposited with the Company or any holder appointed pursuant to Section 4 hereof, together with a stock power endorsed in blank or other appropriate instrument of transfer, if applicable, or credited to the Participant’s book-entry account established under Section 4 hereof or other escrow account, as applicable, and shall be subject to the same restrictions (including, without limitation, the Period of Restriction) as such Restricted Stock.
| 10. | No Right to Continued Employment or Service. |
Neither the Restricted Stock nor any terms contained in this Agreement shall confer upon the Participant any rights or claims except in accordance with the express provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained in the employment or service of the Company or any Affiliate for any period, or in any particular position or at any particular rate of compensation, nor restrict in any way the right of the Company or any Affiliate, which right is hereby expressly reserved, to modify or terminate the Participant’s employment or service at any time for any reason. The Participant acknowledges and agrees that any right to lapse of the Period of Restriction is earned only by continuing as an employee of the Company or an Affiliate at the will of the Company or such Affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement (including the satisfaction of any applicable performance requirement set forth in the Grant Notice), and not through the act of being hired or merely being granted the Restricted Stock hereunder.
| 11. | The Plan. |
By accepting any benefit under this Agreement, the Participant and any person claiming under or through the Participant shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and this Agreement and any action taken under the Plan by the Board, the Administrator or the Company, in any case in accordance with the terms and conditions of the Plan. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such rules, policies and regulations as may from time to time be adopted by the Administrator. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at the address set forth in Section 13 hereof.
| 12. | Compliance with Laws and Regulations. |
The Restricted Stock and the obligation of the Company to deliver shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations;
(ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Administrator shall, in its discretion, determine to be necessary or applicable; and (iii) the restrictions set forth in Section 3.12 of the Plan.
| 13. | Notices. |
All notices by the Participant or the Participant’s successors or permitted assigns shall be addressed to Dorian LPG Ltd., c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut 06902, or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company's records.
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| 14. | Other Plans. |
The Participant acknowledges that any income derived from the grant of the Restricted Stock shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Affiliate.
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Exhibit 10.2
DORIAN LPG LTD.
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DORIAN LPG LTD. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN, dated as of ___________ (the “Grant Date”), is made by and between Dorian LPG Ltd. (the “Company”) and __________ (the “Grantee”).
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award (the “Award”) of _______ restricted stock units (the “Units”) that are subject to certain terms and conditions specified herein and that are granted to the Grantee under the Dorian LPG Ltd. Amended and Restated 2014 Equity Incentive Plan (the “Plan”).
THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.
SECTION 1. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan.
SECTION 2. The Plan. This Award is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and terms of this Award are subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Administrator in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Company’s shares, (c) capital or other changes of the Company and (d) other requirements of applicable law. The Administrator shall have the authority to interpret and construe this Award pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.
SECTION 3. Vesting and Delivery.
(a) Vesting. Subject to the Grantee’s continued service with the Company and/or its Affiliates as an employee, officer or director of the Company and/or its Affiliates, as applicable (an “Employee”) from the Grant Date through each date set forth below (each, a “Vesting Date”), the Units shall vest as follows:
Vesting Date | | Amount to Vest |
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In the event the Grantee ceases to be an Employee prior to the Vesting Date for any reason other than (i) death or Disability or (ii) involuntary termination by the Company and its Affiliates other than for Cause, then all Units held by the Grantee at the time of such cessation of service as an Employee shall be forfeited and canceled and the Grantee’s rights with respect to such Units shall immediately terminate and the Grantee will not be entitled to any payments or benefits with respect to any Units granted under this Award Agreement. In the event the Grantee ceases to be an Employee prior to the Vesting Date by reason of (i) death or Disability or (ii) involuntary termination by the Company and its Affiliates other than for Cause, then all unvested Units held by the Grantee at the time of such cessation of service as an Employee shall become fully vested at such time.
(b) Performance Requirement. As applicable.
(c) Delivery of Shares. On or promptly following each Vesting Date, conditioned upon the Grantee’s delivery of an executed copy of this Award Agreement to the Company in accordance with Section 14 below, any vested portion of the Units will be canceled in exchange for an equal number of common shares of the Company (“Shares”) and certificates issued in respect of such Shares shall be delivered to the Grantee or reflected in an account evidencing ownership of such Shares in uncertificated form.
SECTION 4. No Shareholder Rights. The Grantee shall not have any of the rights of a shareholder of the Company with respect to the Award and the Units granted hereunder, or any Shares issuable thereunder, until the issuance of a Share certificate to the Grantee for such Shares, including, without limitation, with respect to dividends and voting rights thereon
SECTION 5. Non-Transferability of Units. Unless otherwise provided by the Administrator in its discretion, Units may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee. Any purported sale, assignment, transfer, pledge or other encumbrance or disposition of Units in violation of U.S. securities laws or the provisions of this Section 5 shall be void.
SECTION 6. Taxes. The delivery of this Award Agreement and the issuance of any Share certificates or establishment of an account evidencing ownership of such Shares in uncertificated form pursuant to Section 3(c) above is conditioned on satisfaction of any applicable withholding taxes. The Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Grantee any sums required by any applicable tax law to be withheld or to satisfy any applicable payroll deductions with respect to the delivery of this Award Agreement and payments with respect to any Unit, including the issuance of any Share certificates or the establishment of an account evidencing ownership of such Shares in uncertificated form. The Grantee shall be liable for any and all taxes, including withholding taxes, arising out of this Award Agreement.
SECTION 7. Consents, Stop Transfer Orders and Legends. (a) Consents. The Grantee’s rights in respect of this Award Agreement and the Shares issuable hereunder are conditioned on the receipt to the full satisfaction of the Administrator of (i) any required consents that the Administrator may determine to be necessary or advisable (including, without limitation, the Grantee’s consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Administrator deems advisable to administer the Plan) and (ii) the Grantee’s making or entering
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into such written representations, warranties and agreements in connection with the acquisition of any Shares pursuant to this Award as the Administrator may request in order to comply with applicable securities laws or this Award (including, without limitation, the Grantee’s representing in writing to the Company (A) that it is the Grantee’s intention to acquire the Shares under this Award Agreement for investment and not with a view to the distribution thereof, (B) that the Grantee shall comply with such restrictions on the subsequent transfer of such Shares as the Company or the Administrator shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof and (C) the Grantee’s acknowledgment that all Share certificates delivered under this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Company or the Administrator may deem advisable under the Plan, this Award Agreement or the rules, regulations and other requirements of the SEC, any stock exchange upon which such Shares are listed, and any applicable securities or other laws, and that certificates representing Shares may contain a legend to reflect any such restrictions).
(b) Stop Transfer Orders and Legends. The Company may affix to certificates for Shares issued pursuant to this Award Agreement any legend that the Administrator determines to be necessary or advisable (including to reflect any restrictions to which the Grantee may be subject under any applicable securities laws or stock exchange rules, regulations or requirements and/or with respect to non-transferability pursuant to this Award Agreement). The Company may advise the transfer agent to place a stop order against any legended Shares. Unless otherwise determined by the Administrator, the certificate or certificates representing the Restricted Shares shall bear the following restrictive legend:
THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSACTION AND THAT THE TRANSACTION COMPLIES WITH ALL APPLICABLE STATE LAWS.
SECTION 8. Compliance with Laws and Regulations. In accordance with Section 3.12 of the Plan, the issuance of Shares pursuant to this Award Agreement will be subject to and conditioned upon compliance with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s securities may be listed or quoted at the time of such issuance or transfer.
SECTION 9. Successors and Assigns. The Company may assign any of its rights under this Award Agreement. This Award Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Award Agreement will be binding upon the Grantee’s and the Grantee’s heirs, executors, administrators, legal representatives, successors and assigns.
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SECTION 10. Changes in Capital Structure/Other Significant Events. This Award may be subject to adjustment in the event of certain changes in capitalization or other significant corporate events, as more fully set forth in the Plan, including Sections 1.5(c) and 3.5 thereof.
SECTION 11. Governing Law. This Award Agreement will be construed and administered in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws.
SECTION 12. Headings. Headings contained herein are for the purpose of convenience only and shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement.
SECTION 13. Amendment and Termination of the Plan/Award. The Plan and/or this Award may be amended, cancelled or terminated in accordance with the terms of Section 3.1 of the Plan. No amendment to this Award Agreement shall be effective unless in writing and executed by the Company, provided that no amendment to the Plan or this Award shall materially impair any rights or materially increase any obligations under this Award without the written consent of the Grantee.
SECTION 14. Counterparts. This Award shall expire if this Award Agreement is not signed by the Grantee and returned to the Company within twenty (20) business days of receipt of an executed copy from the Company. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 15. No Right to Continued Employment. Neither the Plan nor this Award Agreement nor any provisions under either shall be construed so as to grant the Grantee any right to remain in the employ or service of the Company or any of its Affiliates.
SECTION 16. Grantee Cooperation. The Grantee hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary or advisable to carry out the provisions of this Award Agreement, and all acts and documents related to compliance with securities and/or tax laws.
Signature Page Follows
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IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be duly executed by the undersigned as of the date set forth below.
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Date: _______________ | By: | |
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| Accepted and Agreed: | |||
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Date: _________________ | |
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