EXHIBIT 99.6
Form of Restricted Stock Bonus Agreement
ADVANCED LOGIC RESEARCH, INC.
RESTRICTED STOCK BONUS AGREEMENT
THIS AGREEMENT, entered into as of the ____ day of
______________ 199__, between ADVANCED LOGIC RESEARCH, INC., a
____________________ corporation (hereinafter called "Company"),
___________________________ (hereinafter called "Recipient"), and
_______________________ (hereinafter called "Escrow Holder").
W I T N E S S E T H:
WHEREAS, Company has adopted the Advanced Logic Research,
Inc. Flexible Stock Incentive Plan (the "Plan"), which Plan is
incorporated in this Agreement by reference and made a part of it;
and
WHEREAS, the Company [recognizes the past efforts by
Recipient on behalf of the Company and its affiliates and] desires
to motivate Recipient in Recipient's work for the Company and its
affiliates; and
WHEREAS, the Company has determined that it would be to
the advantage and interest of the Company and its shareholders to
issue the restricted stock provided for in this Agreement to the
Recipient as [a reward and] an incentive for increased efforts and
successful achievements;
NOW, THEREFORE, in consideration of the foregoing
premises, and the mutual covenants herein contained, the parties
hereto agree with each other as follows:
1. RESTRICTED STOCK PURCHASE. Contemporaneously with
the execution of this Agreement, Company will issue to Recipient
__________ shares of its Common Stock (hereinafter called the
"Stock") as a stock bonus. Stock certificates evidencing the Stock
will be delivered to Escrow Holder, accompanied by blank stock
powers executed by Recipient, to be held by the Escrow Holder for
the periods set forth in paragraph 3 below, for the use and benefit
of, and subject to the rights of and limitations upon Recipient as
the owner thereof as herein set forth. All shares of Stock issued
hereunder shall be deemed issued to Recipient as fully paid and
nonassessable shares, and Recipient shall have all rights of a
shareholder with respect thereto, including the right to vote, to
receive dividends (including stock dividends), to participate in
stock splits or other recapitalizations, and to exchange such
shares in a merger, consolidation or other reorganization. Company
shall pay
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the costs and charges of Escrow Holder and any applicable stock
transfer taxes. Recipient hereby acknowledges that Recipient is
acquiring the Stock issued hereunder for investment and not with a
view to the distribution thereof, and that Recipient does not
intend to subdivide Recipient's interest in the Stock with any
other person.
2. RESTRICTIONS. During the period when any shares of
Stock issued hereunder are required to be held in escrow pursuant
to paragraph 3 below, such shares of the Stock held in escrow shall
be deemed to be "Restricted Securities" and shall not be sold,
transferred by gift, pledged, hypothecated or otherwise transferred
or disposed of by Recipient until the restrictions on such
Restricted Securities shall lapse as provided in paragraph 3
hereof. Should Recipient terminate his or her employment with the
Company without the approval of Company, or should Recipient be
discharged for cause prior to the lapse of restrictions on any
Restricted Securities held by Escrow Holder for such Recipient's
benefit, such Restricted Securities shall be transferred and
delivered to the Company by the Escrow Holder without payment of
any consideration to the Recipient therefor.
3. TERMINATION OF RESTRICTIONS. The restrictions
imposed on the Restricted Securities pursuant to paragraph 2 above
shall lapse as to ________ % of the Stock issued to Recipient
hereunder on ___________________ , 19__, and as to an additional
_________% of the Stock issued to Recipient hereunder on each
[MONTH AND DAY] thereafter so long as Recipient remains an
employee of the Company or an affiliate of the Company; provided,
however, that if, prior to such date:
(a) Recipient dies,
(b) Recipient terminates employment with the approval of
Company, or
(c) Recipient retires,
then the restrictions on all such Stock shall immediately lapse.
After restrictions on such Stock shall lapse, Escrow Holder shall,
without further order or instruction, transmit to Recipient (or, in
the case of Recipient's death, to Recipient's successor(s) in
interest) the certificate evidencing such Stock, subject, however,
to satisfaction of any withholding obligations described in
paragraph 6 below.
4. ACCELERATION OF TIME FOR LAPSING OF RESTRICTIONS. In
the event that any financial hardship may arise
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with respect to Recipient, or any successor-in-interest of the
Recipient, or in the event of any change in existing tax or other
applicable laws, regulations or rulings which would have a
substantial adverse effect on Recipient's treatment of the
additional compensation provided for herein for tax purposes
thereby resulting in financial hardship to Recipient, Company may,
in its sole discretion, accelerate, in whole or in part, the time
for lapsing of the restrictions on disposition of Restricted
Securities set forth in paragraph 3 above.
5. ADDITIONAL SECURITIES. Any securities received as
the result of ownership of Restricted Securities (hereinafter
called "Additional Securities"), including, but not by way of
limitation, warrants and securities received as a stock dividend or
stock split, or as a result of a recapitalization or
reorganization, shall be held by Escrow Holder in escrow in the
same manner and subject to the same conditions as the Restricted
Securities with respect to which they were issued. Recipient shall
be entitled to direct Escrow Holder to exercise any warrant or
option received as Additional Securities upon supplying the funds
necessary to do so, in which event the securities so purchased
shall constitute Additional Securities, or Recipient may direct
Escrow Holder to sell any such warrant or option, in which event
the proceeds thereof shall be remitted to Recipient. In the event
any Restricted Securities or Additional Securities consist of a
security by its terms or otherwise convertible into or exchangeable
for another security at the election of the holder thereof,
Recipient may exercise any such right of conversion or exchange in
the event the failure to exercise or delay in exercising such right
would result in its loss or diminution in value, and any securities
so acquired shall be deemed Additional Securities. In the event of
any change in certificates evidencing Restricted Securities or
Additional Securities by reason of any recapitalization,
reorganization or other transaction which results in the creation
of Additional Securities, Escrow Holder shall be authorized to
deliver to the issuer the certificates evidencing Restricted
Securities or Additional Securities in exchange for the
certificates which they replace, which shall be deemed to be
Additional Securities. Additional Securities shall be subject to
the conditions imposed by paragraphs 2 and 3 above in the same
manner as the conditions thereunder are or would be applicable to
the Restricted Securities with respect to which they were
delivered.
6. LAPSE OF RESTRICTIONS. Upon lapse of restrictions on
Restricted Securities and/or Additional Securities under paragraph
3 above, Recipient shall pay
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Company the amount necessary to satisfy all applicable federal,
state, and local income tax withholding requirements and social
security tax withholding requirements. If Recipient does not pay
such amount to Company, Company shall be authorized on behalf of
Recipient to sell any of Recipient's Stock held in escrow in order
to satisfy any such withholding requirements in respect of
Recipient.
7. DISTRIBUTIONS. Company shall transmit to Escrow
Holder for the account of Recipient all dividends, interest and
other distributions paid or made with respect to Restricted
Securities and Additional Securities. Escrow Holder shall, upon
receipt thereof, disburse forthwith to Recipient, less any
applicable federal or state withholding taxes, any dividends,
interest or other distributions paid or made in cash or property
(other than securities) on Restricted Securities or Additional
Securities, and shall hold as Additional Securities subject to the
provisions of this Agreement, any securities so received.
8. NO EFFECT ON TERMS OF ENGAGEMENT. Notwithstanding
any prior express or implied agreement to the contrary, the Company
shall have the right to terminate or change the terms of employment
of Recipient at any time and for any reason, with or without
cause.<F1>
9. SUCCESSORS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and
assigns.
10. NOTICE. Any notice or other paper required to be
given or sent pursuant to the terms of this Agreement shall be
sufficiently given or served hereunder to any party when
transmitted by registered or certified mail, postage prepaid,
addressed to the party to be served as follows:
Company: Advanced Logic Research, Inc.
9401 Jeronimo
Irvine, California 92718
Attn: Corporate Secretary
<F1> This clause must be modified in cases where an existing
written employment agreement sets a higher standard for
termination.
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Recipient: At Recipient's address as it
appears under Recipient's
signature to this Agreement,
or to such other address as
Recipient may specify in
writing to Escrow Holder
Any party may designate another address for receipt of notices so
long as notice is given in accordance with this paragraph 10.
11. COMMITTEE DECISIONS CONCLUSIVE. All decisions of
the committee of the Board of Directors which administers the Plan
or under this Agreement shall be conclusive.
12. GOVERNING LAW. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the
State of California.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Restricted Stock Purchase Agreement as of the date first above
written.
ADVANCED LOGIC RESEARCH, INC.
By ________________________________
Its _______________________________
___________________________________
Recipient
___________________________________
Printed Name
___________________________________
Street Address
___________________________________
City State ZIP
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[ESCROW HOLDER]
___________________________________
By ________________________________
Its _______________________________
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