This Restricted Stock Agreement is between a company and an employee who desires to participate in the company's Incentive Stock Plan. This agreement sets forth the detailed terms of the arrangement including the vesting schedule for the employee, restrictions on usage of stock and employee's rights as a shareholder. This type of stock agreement should always be clearly set out in writing. A written Restricted Stock Agreement will prove invaluable in the event there are disagreements, misunderstandings or litigation regarding the stock plan.

This Restricted Stock Agreement contains the following provisions:

• Parties: Sets out the names of the company and the employee;
• Recitals: Spells out that the company has established a Incentive Stock Plan and that the employee is granted company shares at a set par value;
• Vesting Schedule: Sets out the specific time frame and conditions under which the employee is considered as vested;
• Restrictions: Stock granted under this agreement cannot be pledged, sold or transferred before the vesting date;
• Taxes: Employee shall be liable for all taxes arising out of the vesting of the stock;
• Signatures: This letter of intent must be signed by both the company and the employee.

Protect yourself and your rights by purchasing this attorney-prepared form.

This attorney-prepared package includes:

1. General Information
2. Instructions and Checklist
3. Restricted Stock Agreement

State Law Compliance: This form complies with the laws of all states