Exhibit (a)(1)(H)
NATURAL HEALTH TRENDS CORP.
NOTICE OF GRANT OF RESTRICTED STOCK
Notice is hereby given of the following restricted stock grant (the Award) of Common Stock
of Natural Health Trends Corp. (the Corporation):
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Award Recipient: |
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Grant Date:
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Number of Shares:
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shares of Common Stock |
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Vesting Schedule:
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2/12th
on September 15, 2007, and
1/12th on
each following December 15, March 15, June 15 and
September 15 thereafter through March 15, 2010 |
The Award Recipient understands and agrees that the Award is granted subject to and in
accordance with the terms of the Natural Health Trends Corp. 2007 Equity Incentive Plan (the
Plan). The Award Recipient further agrees to be bound by the terms of the Plan and the terms of
the Restricted Stock Agreement attached hereto as Exhibit A. The Award Recipient hereby
acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit B. All
capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the
attached Restricted Stock Agreement.
Nothing herein shall modify your status as an at-will employee of the Corporation or the terms
of any employment agreement between you and the Corporation (if applicable). Further, nothing
herein guarantees you employment for any specified period of time. This means that either you or
the Corporation may terminate your employment at any time for any reason, or no reason, subject to
the terms of any employment agreement between you and the Corporation (if applicable). You
recognize that, for instance, you may terminate your employment or the Corporation may terminate
your employment prior to the date on which your restricted stock becomes vested.
DATED:
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| NATURAL HEALTH TRENDS CORP. |
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AWARD RECIPIENT |
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By: |
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EXHIBIT A
RESTRICTED STOCK AGREEMENT
RECITALS
A. The Compensation Committee of the Board has adopted the 2007 Equity Incentive Plan (the Plan)
for the purpose of recruiting and retaining the services of selected employees, directors,
officers, agents, consultants, independent contractors and advisors in the service of the
Corporation (or any Parent or Subsidiary).
B. The Award Recipient is to render valuable services to the Corporation (or a Parent or
Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes
of the Plan in connection with the Corporations grant of restricted stock to the Award Recipient .
C. All capitalized terms in this Agreement shall have the meaning assigned to them in the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF RESTRICTED STOCK. The Corporation hereby grants to the Award Recipient, as of
the Grant Date, the number of Shares of restricted stock specified in the Grant Notice.
2. RESTRICTIONS ON TRANSFERABILITY. Notwithstanding any provisions of the Plan to the
contrary, no Shares of restricted stock granted hereunder may be sold, assigned, transferred,
pledged or otherwise encumbered unless and until the shares proposed to be sold or transferred are
vested.
3. VESTING; TERMINATION OF EMPLOYMENT. Shares of restricted stock, subject to the other
terms and conditions set forth herein, shall become vested if the Award Recipient remains
continuously employed through each vesting date specified in the Grant Notice. Should the Award
Recipient die or become disabled while holding Shares of restricted stock, then the Shares shall
become 100% vested upon his or her death or Disability. Upon termination of employment for any
other reason, any Shares of restricted stock that have not yet vested shall be forfeited on the
date of termination.
4. CHANGE IN CONTROL TRANSACTION.
(a) In the event of any Change in Control, the Shares of restricted stock not otherwise vested
shall automatically vest in full.
(b) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or assets.
5. ADJUSTMENT IN SHARES. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class without the Corporations receipt of
consideration, appropriate adjustments shall be made to the number and/or class of securities
subject to this award in order to reflect such change and thereby preclude a dilution or
enlargement of benefits hereunder.
6. STOCK CERTIFICATES. Any stock certificate(s) representing the Shares of restricted
stock granted hereby will be stamped or otherwise imprinted with a legend with respect to any
applicable restrictions contained herein or in the Plan and otherwise with respect to the sale or
transfer of such shares, and the stock transfer records of the Corporation will reflect stop
transfer instructions with respect to such shares. At the election of the Corporation, any stock
certificates evidencing Shares of restricted stock shall be held by the Corporation for your
benefit until such time as the transfer of such Shares is no longer subject to the restrictions set
out in the Plan and this award agreement.
7. COMPLIANCE WITH LAWS; TAX WITHHOLDING.
(a) You agree that you are acquiring the Shares of restricted stock for investment purposes and
not with a view to the resale or distribution thereof; that the Corporation may withhold from you
any tax which it believes is required to be withheld with respect to any benefit under the Plan or
this award agreement, and that you will make appropriate arrangements with the Corporation for
satisfaction of any applicable federal, state or local income tax withholding requirements or like
requirements. You may elect, on a tax withholding election form provided by the Corporation,
whether you will (i) deliver a personal check to the Corporation no later than three (3) days
following each quarterly vesting date; or (ii) direct a broker specified by the Corporation to sell
that number of Shares then vesting sufficient to satisfy the minimum amount of income and
employment tax withholding required upon the vesting date, with the sales proceeds being remitted
to the Corporation. In the discretion of the Corporation, tax withholding obligations may be
satisfied by withholding Shares otherwise issuable under the Award. The issuance of the Shares of
restricted stock shall be subject to
compliance by the Corporation and the Award Recipient with all applicable requirements of law
relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq Stock
Market, if applicable) on which the Common Stock may be listed for trading at the time of such
exercise and issuance.
(b) The inability of the Corporation to obtain approval from any regulatory body having authority
deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock
pursuant to this award shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such approvals.
8. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and the Award Recipient, and
the legal representatives, heirs and legatees of the Award Recipient s estate.
9. NOTICES. Any notice required to be given or delivered to the Corporation under the
terms of this Agreement shall be in writing and addressed to the Corporation at its principal
corporate offices. Any notice required to be given or delivered to the Award Recipient shall be in
writing and addressed to the Award Recipient at the address indicated on the Corporations books
and records. All notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.
10. CONSTRUCTION. This Agreement and the award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Committee with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest in this award.
11. GOVERNING LAW. The interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the state in which the Corporation is incorporated without resort to
that States conflict-of-laws rules.
12. STOCKHOLDER APPROVAL. If the Shares covered by this Agreement exceed, as of the Grant
Date, the number of shares of Common Stock which may be issued under the Plan as last approved by
the stockholders, then this award shall be void with respect to such excess shares, unless
stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock
issuable under the Plan is obtained in accordance with the provisions of the Plan.
13. FORFEITURE OF SHARES. If the Award Recipient becomes obligated to return all or a
portion of the Shares of restricted stock to the Corporation due to a forfeiture of such Shares
pursuant to this award agreement, and fails to deliver the certificates representing such Shares in
accordance with the terms of this award agreement, the Corporation may, at its option, in addition
to all other remedies it may have, send to you, to the address listed on the books of the
Corporation, written notice and thereupon shall cancel on its books the certificates representing
the Shares to be returned to the Corporation. Thereupon, all of your rights in and to said Shares
shall terminate. The Corporation shall not be obligated to give notice to any holder of Shares of
restricted stock if such holder does not appear on the stock transfer ledger of the Corporation as
the registered holder of such Shares.
APPENDIX
The following definitions shall be in effect under the Agreement:
A. Agreement shall mean this Restricted Stock Agreement.
B. Board shall mean the Corporations Board of Directors.
C. Code shall mean the Internal Revenue Code of 1986, as amended.
D. Common Stock shall mean the Corporations common stock.
E. Corporation shall mean Natural Health Trends Corp., a Delaware corporation.
F. Employee shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary), subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance.
G. Grant Date shall mean the date of grant of the option as specified in the Grant Notice.
H. Grant Notice shall mean the Notice of Grant of Restricted Stock accompanying the
Agreement, pursuant to which the Award Recipient has been informed of the basic terms of the award
evidenced hereby.
I. 1934 Act shall mean the Securities Exchange Act
of 1934, as amended.
J. The Award Recipient shall mean the person to whom the restricted stock is granted as
specified in the Grant Notice.
K. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.
L. Plan shall mean the Corporations 2007 Equity Incentive Plan.
M. Service shall mean the Award Recipients performance of services for the Corporation
(or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of
directors or an independent consultant.
O. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations beginning with the Corporation, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
P. Vesting Schedule shall mean the vesting schedule specified in the Grant Notice pursuant
to which the Award Recipient is to vest in the restricted Shares in a series of installments over
his or her period of Service.