Non-Employee Director
R E S T R I C T E D S T O C K P U R C H A S E A G R E E M E N T
Non-transferable
GRANT TO
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("Grantee")
by Movie Gallery, Inc. (the "Corporation") of
shares of its common stock, $0.001 par value (the "Shares")
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pursuant to and subject to the provisions of the Movie Gallery, Inc.
2003 Stock Plan, as amended, and to the terms and conditions set forth
on the following page (the "Terms and Conditions"). By accepting the
Shares, Grantee shall be deemed to have agreed to the terms and
conditions set forth in this Agreement and the Plan.
Unless vesting is accelerated in accordance with the Plan or in the
discretion of the Board, the Shares will vest (become non-forfeitable)
in accordance with the following schedule:
Months of Service
as a Director
after the Grant Date Percent of Shares Vested
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12 100%
IN WITNESS WHEREOF, Movie Gallery, Inc., acting by and through its duly
authorized officers, has caused this Agreement to be executed as of the
Grant Date.
MOVIE GALLERY, INC.
By:
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Accepted by:
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Grant Date:
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TERMS AND CONDITIONS
1. Grant of Shares. The Corporation hereby grants to the Grantee named
on page 1 hereof, subject to the restrictions and the other terms and
conditions set forth in the Plan and in this Agreement, the number of
shares indicated on page 1 hereof of the Corporation's $0.001 par value
common stock (the "Shares"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Plan.
2. Restrictions. The Shares are subject to each of the following
restrictions. "Restricted Shares" mean those Shares that are subject to
the restrictions imposed hereunder which restrictions have not then
expired or terminated. Restricted Shares may not be sold, transferred,
exchanged, assigned, pledged, hypothecated or otherwise encumbered. If
Grantee's service as a member of the Board of the Corporation terminates
for any reason before the Shares are vested as provided in Section 3
hereof, then Grantee shall forfeit all of Grantee's right, title and
interest in and to the Restricted Shares as of the date of termination
of service, and such Restricted Shares shall revert to the Corporation
immediately following the event of forfeiture. The restrictions imposed
under this Section shall apply to all shares of Common Stock or other
securities issued with respect to Restricted Shares hereunder in
connection with any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the Common Stock.
3. Expiration and Termination of Restrictions. The restrictions imposed
under Section 2 will expire as to all of the Shares at earlier of (i)
the end of 12 months following the Grant Date, or (ii) a date specified
by the Plan or in the discretion of the Board (the period prior to such
expiration or vesting being referred to herein as the "Restricted
Period").
4. Delivery of Shares. The Shares will be registered in the name of
Grantee as of the Grant Date and may be held by the Corporation during
the Restricted Period in certificated or uncertificated form. If a
certificate for Restricted Shares is issued during the Restricted
Period, such certificate shall be registered in the name of Grantee and
shall bear an appropriate legend reflecting the terms of this Agreement.
At the expiration of the Restricted Period, the Corporation shall
either, at its discretion, (i) cause a stock certificates for the
Shares, without the above legend, to be delivered to Grantee or
Grantee's designee, or (ii) deliver the Shares in uncertificated form to
a brokerage firm for Grantee's account, without restriction; provided
that, in either case, delivery may be postponed for such period as may
be required for the Corporation with reasonable diligence to comply, if
deemed advisable by the Corporation, with registration requirements
under the Securities Act of 1933, listing requirements of any stock
exchange, and requirements under any other law or regulation applicable
to the issuance or transfer of the Shares.
5. Voting and Dividend Rights. Grantee, as beneficial owner of the
Shares, shall have full voting and dividend rights with respect to the
Shares during and after the Restricted Period. If Grantee forfeits any
rights he may have under this Agreement, Grantee shall no longer have
any rights as a stockholder with respect to the Restricted Shares or any
interest therein and Grantee shall no longer be entitled to receive
dividends on such stock.
6. Changes in Capital Structure. The provisions of the Plan shall apply
in the case of a change in the capital structure of the Corporation.
7. No Right of Continued Service. Nothing in this Agreement shall
interfere with or limit in any way the right of the Corporation to
terminate Grantee's service as a member of the Board at any time, nor
confer upon Grantee any right to continue such service.
8. Amendment. The Board or the Committee may amend, modify or terminate
this Agreement without approval of Grantee; provided, however, that such
amendment, modification or termination shall not, without Grantee's
consent, reduce or diminish the value of this award determined as if it
had been fully vested on the date of such amendment or termination.
9. Plan Controls. The terms contained in the Plan are incorporated into
and made a part of this Agreement and this Agreement shall be governed
by and construed in accordance with the Plan. In the event of any actual
or alleged conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall be
controlling and determinative.
10. Notice. Notices under this Agreement must be in writing and either
personally delivered or sent by registered or certified US mail, return
receipt requested, postage prepaid. Notices to the Corporation must be
addressed to Movie Gallery, Inc., 900 West Main Street, Dothan, Alabama
36301: Attn: Secretary, or any other address designated by the
Corporation in a written notice to Grantee. Notices to Grantee will be
directed to the address of Grantee then currently on file with the
Corporation, or at any other address given by Grantee in a written
notice to the Corporation.