-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IZIG4o6zudVNZC79yVDk6RMSROfq8/AROwWZ2FkaPVa6599PxulS303WJglmXVjP rVwTm8zsDjPhDN4gMNstdQ== 0000950144-05-004637.txt : 20050429 0000950144-05-004637.hdr.sgml : 20050429 20050429162147 ACCESSION NUMBER: 0000950144-05-004637 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050425 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050429 DATE AS OF CHANGE: 20050429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 05786277 BUSINESS ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 8-K 1 g94899e8vk.htm CUMULUS MEDIA INC. CUMULUS MEDIA INC.
Table of Contents

 
 

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) April 29, 2005 (April 25, 2005)

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)
         
Delaware   000-24525   36-4159663
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS employer
Identification No.)
         
14 Piedmont Center, Suite 1400, Atlanta, Georgia
   30305
(Address of principal executive offices)
   (Zip Code)

Registrant’s telephone number, including area code (404) 949-0700

n/a

(Former name or former address, if changed since last report)

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

TABLE OF CONTENTS

Item 1.01 - Entry into a Material Definitive Agreement
Item 9.01 - Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1 RESTRICTED STOCK AWARD
EX-10.2 FORM OF RESTRICTED STOCK AWARD

Table of Contents

Section 1 – Registrant’s Business and Operations

Item 1.01 – Entry into a Material Definitive Agreement.

     On April 25, 2005, the registrant granted restricted shares of its Class A Common Stock, $.01 par value, to certain officers, including each of its executive officers named in the Summary Compensation Table in the registrant’s Proxy Statement filed with the SEC on April 1, 2005. Specifically, the registrant granted 250,000 restricted shares to Lewis W. Dickey, Jr., Chairman, President and Chief Executive Officer, 33,333 restricted shares to Martin R. Gausvik, Executive Vice President, Chief Financial Officer and Treasurer, 25,000 restricted shares to John G. Pinch, Executive Vice President and Chief Operating Officer, and 66,667 restricted shares to John W. Dickey, Executive Vice President. The restricted shares were granted pursuant to the Cumulus Media Inc. 2004 Equity Incentive Plan, and are subject to the continued employment of the recipient for a specified period of time. One half of Mr. L. Dickey’s restricted shares are also subject to performance measures as well as continued employment.

     A copy of Mr. L. Dickey’s Restricted Stock Agreement and a copy of the Form of Restricted Stock Agreement used in connection with the grants made to the other executive officers listed above are each filed as an exhibit to this current report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

     (c) Exhibits. The following exhibits are filed with this report:

     
Exhibit No.   Description
10.1
  Restricted Stock Award, effective as of April 25, 2005, between Cumulus Media Inc. and Lewis W. Dickey, Jr.
 
    
10.2
  Form of Restricted Stock Award

 

Table of Contents

SIGNATURES

     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 hereunto duly authorized.
         
  CUMULUS MEDIA INC.
 		  
  By:   /s/ Martin R. Gausvik    
    Name:   Martin R. Gausvik   
    Title:   Executive Vice President and
     Chief Financial Officer 		  
 

Date: April 29, 2005

 

Table of Contents

EXHIBIT INDEX

     
Exhibit No.   Description
10.1
  Restricted Stock Award, effective as of April 25, 2005, between Cumulus Media Inc. and Lewis W. Dickey, Jr.
 
    
10.2
  Form of Restricted Stock Award

 

EX-10.1 2 g94899exv10w1.txt EX-10.1 RESTRICTED STOCK AWARD EXHIBIT 10.1 CUMULUS MEDIA INC. RESTRICTED SHARES AGREEMENT WHEREAS, Lewis W. Dickey, Jr. ("GRANTEE") is an employee of Cumulus Media Inc. (the "COMPANY"); and WHEREAS, the grant of restricted shares evidenced hereby was authorized by a resolution of the Compensation Committee (the "COMMITTEE") of the Board of Directors (the "BOARD") of the Company that was duly adopted on April 25, 2005. NOW, THEREFORE, pursuant to Cumulus Media Inc. 2004 Equity Incentive Plan (the "PLAN") and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby grants to Grantee, effective as of April 25, 2005 (the "DATE OF GRANT"), the right to receive two hundred and fifty thousand (250,000) shares of the Company's Class A Common Stock, par value $.01 per share (the "COMMON SHARES," of which, in accordance with the terms of the Second Amended and Restated Employment Agreement, dated October 14, 2004, between Grantee and the Company (the "EMPLOYMENT AGREEMENT"), 125,000 shares shall be "TIME-VESTED RESTRICTED SHARES" and 125,000 shares shall be "PERFORMANCE RESTRICTED SHARES"). 1. Rights of Grantee. The Common Shares subject to this grant shall be fully paid and nonassessable and shall be represented by a certificate or certificates registered in Grantee's name and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. Grantee shall have all the rights of a stockholder with respect to such shares, including the right to vote the shares and receive all dividends paid thereon, provided that such shares, and any additional shares that Grantee may become entitled to receive by virtue of a share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company, shall be subject to the restrictions hereinafter set forth. 2. Restrictions on Transfer of Common Shares. The Common Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Common Shares have become nonforfeitable in accordance with Section 3 hereof; provided, however, that Grantee's rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer in violation of the provisions of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to such shares. 3. Vesting of Common Shares. (a) Time-Vested Restricted Shares. Subject to the terms and conditions of Sections 3(c), 3(d) and 4 hereof, Grantee's right to receive the Time-Vested Restricted Shares covered by this agreement shall become nonforfeitable to the extent of (i) one-half (1/2) of the Time-Vested Restricted Shares covered by this agreement after Grantee shall have been in the continuous employ of the Company or a subsidiary for two full years from the Date of Grant, and (ii) an additional one- eighth (1/8) thereof after each of the next eight (8) successive calendar quarters thereafter during which Grantee shall have been in the continuous employ of the Company or a subsidiary. For purposes of this agreement, "SUBSIDIARY" shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest. For purposes of this agreement, the continuous employment of Grantee with the Company or a subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of his employment among the Company and its subsidiaries. (b) Performance Restricted Shares. Subject to the terms and conditions of Sections 3(c), 3(d) and 4 hereof, Grantee's right to receive the Performance Restricted Shares covered by this agreement shall become nonforfeitable to the extent of (i) one-half (1/2) of the Performance Restricted Shares covered by this agreement upon achievement of the Board-approved EBITDA budgeting goal for fiscal year 2005 and continuous employment for two (2) years from the Date of Grant, and (ii) the remaining one-half (1/2) of the Performance Restricted Shares covered by this agreement upon achievement of the Board-approved EBITDA budgeting goal for fiscal year 2006 and continuous employment for two (2) years from the Date of Grant; provided, however, that, to the extent Grantee's right to receive Performance Restricted Shares (or any portion thereof) remains forfeitable after two (2) years from the Date of Grant, such right shall, in any event, become nonforfeitable upon the eighth (8th) anniversary of the Date of Grant, provided Grantee shall have been in the continuous employ of the Company or a subsidiary through such date. (c) Notwithstanding the provisions of Sections 3(a) and 3(b) hereof, and unless otherwise provided for in the Employment Agreement, upon Grantee's death or disability (as defined in the Employment Agreement) while in the employ of the Company or any subsidiary, Grantee's right to receive the Common Shares covered by this award shall become nonforfeitable immediately upon Grantee's death or disability. (d) Notwithstanding the provisions of Sections 3(a) and 3(b) hereof, Grantee's right to receive the Common Shares covered by this agreement shall become nonforfeitable upon any Change in Control (as defined in the Employment Agreement) of the Company that shall occur while Grantee is an employee of the Company or a subsidiary. 4. Forfeiture of Awards. Except as otherwise provided for in the Employment Agreement, Grantee's right to receive the Common Shares covered by this agreement that are then forfeitable shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or a subsidiary prior to the fourth anniversary of the Date of Grant for any reason other than as described in Section 3(c). Except as otherwise provided for in the Employment Agreement, in the event that Grantee shall intentionally commit an act that the Committee determines to be materially 2 adverse to the interests of the Company or a subsidiary, Grantee's right to receive the Common Shares covered by this agreement shall be forfeited at the time of that determination notwithstanding any other provision of this agreement. 5. Retention of Certificates. During the period in which the restrictions on transfer and risk of forfeiture provided in Sections 2 and 4 above are in effect, the certificates representing the Common Shares covered by this grant shall be retained by the Company, together with the accompanying stock power signed by Grantee and endorsed in blank. 6. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this agreement, the Company shall not be obligated to issue any of the Common Shares covered by this agreement if the issuance thereof would result in violation of any such law. To the extent that the Georgia Securities Act of 1973, as amended, shall be applicable to this agreement, the Company shall not be obligated to issue any of the Common Shares or other securities covered by this agreement unless such Common Shares are (a) exempt from registration thereunder, (b) the subject of a transaction that is exempt from compliance therewith, (c) registered by description or qualification thereunder or (d) the subject of a transaction that shall have been registered by description thereunder. 7. Adjustments. The Committee shall make any adjustments in the number or kind of shares of stock or other securities covered by this agreement that the Committee may determine to be equitably required to prevent any dilution or expansion of Grantee's rights under this agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization or partial or complete liquidation involving the Company or (c) other transaction or event having an effect similar to any of those referred to in Section 7(a) or 7(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Committee may provide in substitution of any or all of Grantee's rights under this agreement such alternative consideration as the Committee may determine in good faith to be equitable under the circumstances. 8. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any delivery of Common Shares to the Grantee, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Common Shares delivered to the Grantee. If such election is made, the shares so retained shall be credited against such withholding requirement at the Market Price per Common Share on the date of such delivery. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates, except that, unless otherwise determined by the Committee at any time, the Grantee may surrender Common Shares 3 owned for more than six (6) months to satisfy any tax obligations resulting from any such transaction. 9. Right to Terminate Employment. No provision of this agreement shall limit in any way whatsoever any right that the Company or a subsidiary may otherwise have to terminate the employment of Grantee at any time. 10. Relation to Other Benefits. Any economic or other benefit to Grantee under this agreement or the Plan shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a subsidiary. 11. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Grantee with respect to the Common Shares or other securities covered by this agreement without Grantee's consent. 12. Severability. In the event that one or more of the provisions of this agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 13. Governing Law. This agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Georgia. [SIGNATURE PAGE TO FOLLOW] 4 This agreement is executed by the Company effective as of this 25th day of April, 2005. CUMULUS MEDIA INC. By /s/ MARTIN R. GAUSVIK ----------------------------------- Name: Martin R. Gausvik Title: Executive Vice President, Chief Financial Officer and Treasuer The undersigned Grantee hereby acknowledges receipt of an executed original of this agreement and accepts the right to receive the Common Shares or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth. /s/ LEWIS W. DICKEY, JR. ------------------------ Grantee Date: April 29, 2005 [signature page to restricted share agreement] EX-10.2 3 g94899exv10w2.txt EX-10.2 FORM OF RESTRICTED STOCK AWARD EXHIBIT 10.2 CUMULUS MEDIA INC. FORM OF RESTRICTED SHARES AGREEMENT WHEREAS, _________________ ("GRANTEE") is an employee of Cumulus Media Inc. (the "COMPANY"); and WHEREAS, the grant of restricted shares evidenced hereby was authorized by a resolution of the Compensation Committee (the "COMMITTEE") of the Board of Directors (the "BOARD") of the Company that was duly adopted on ______________. NOW, THEREFORE, pursuant to Cumulus Media Inc. 2004 Equity Incentive Plan (the "PLAN") and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby grants to Grantee, effective as of __________ __, ____ (the "DATE OF GRANT"), the right to receive __________________ (______) shares of the Company's Class A Common Stock, par value $.01 per share (the "COMMON SHARES"). 1. Rights of Grantee. The Common Shares subject to this grant shall be fully paid and nonassessable and shall be represented by a certificate or certificates registered in Grantee's name and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. Grantee shall have all the rights of a stockholder with respect to such shares, including the right to vote the shares and receive all dividends paid thereon, provided that such shares, and any additional shares that Grantee may become entitled to receive by virtue of a share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company, shall be subject to the restrictions hereinafter set forth. 2. Restrictions on Transfer of Common Shares. The Common Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Common Shares have become nonforfeitable in accordance with Section 3 hereof; provided, however, that Grantee's rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer in violation of the provisions of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to such shares. 3. Vesting of Common Shares. (a) Subject to the terms and conditions of Sections 3(b), 3(c) and 4 hereof, Grantee's right to receive the Common Shares covered by this agreement shall become nonforfeitable to the extent of one-half (1/2) of the Common Shares covered by this agreement after Grantee shall have been in the continuous employ of the Company or a subsidiary for two full years from the Date of Grant and to the extent of an additional one-eighth (1/8) thereof after each of the next eight (8) successive calendar quarters thereafter during which Grantee shall have been in the continuous employ of the Company or a subsidiary. For purposes of this agreement, "SUBSIDIARY" shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest. For purposes of this agreement, the continuous employment of Grantee with the Company or a subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of his employment among the Company and its subsidiaries. (b) Notwithstanding the provisions of Section 3(a) hereof, and unless otherwise provided for in Grantee's employment agreement with the Company, upon Grantee's death or disability (as defined in Grantee's employment agreement with the Company) while in the employ of the Company or any subsidiary, Grantee's right to receive the Common Shares covered by this award shall become nonforfeitable, pursuant to the schedule set forth in Section 3(a), for one year beyond the date of Grantee's death or disability. On the first anniversary of the date of such death or disability, Grantee's right to receive any remaining Common Shares covered by this agreement shall be forfeited automatically and without further notice. (c) Notwithstanding the provisions of Section 3(a) hereof, Grantee's right to receive the Common Shares covered by this agreement shall become nonforfeitable upon any Change in Control (as defined in Grantee's employment agreement with the Company, if such employment agreement contemplates a grant of Resticted Shares (as defined in the Plan); otherwise, as defined in the Plan) of the Company that shall occur while Grantee is an employee of the Company or a subsidiary. 4. Forfeiture of Awards. Except as otherwise provided for in Grantee's employment agreement with the Company, Grantee's right to receive the Common Shares covered by this agreement that are then forfeitable shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or a subsidiary prior to the fourth anniversary of the Date of Grant for any reason other than as described in Section 3(b). Except as otherwise provided for in Grantee's employment agreement with the Company, in the event that Grantee shall intentionally commit an act that the Committee determines to be materially adverse to the interests of the Company or a subsidiary, Grantee's right to receive the Common Shares covered by this agreement shall be forfeited at the time of that determination notwithstanding any other provision of this agreement. 5. Retention of Certificates. During the period in which the restrictions on transfer and risk of forfeiture provided in Sections 2 and 4 above are in effect, the certificates representing the Common Shares covered by this grant shall be retained by the Company, together with the accompanying stock power signed by Grantee and endorsed in blank. 6. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this agreement, the Company shall not be obligated to issue any of the Common Shares covered by this agreement if the issuance thereof would result in violation of any such law. To the extent that the Georgia Securities Act of 1973, as amended, shall be applicable to this agreement, the Company shall not be obligated to 2 issue any of the Common Shares or other securities covered by this agreement unless such Common Shares are (a) exempt from registration thereunder, (b) the subject of a transaction that is exempt from compliance therewith, (c) registered by description or qualification thereunder or (d) the subject of a transaction that shall have been registered by description thereunder. 7. Adjustments. The Committee shall make any adjustments in the number or kind of shares of stock or other securities covered by this agreement that the Committee may determine to be equitably required to prevent any dilution or expansion of Grantee's rights under this agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization or partial or complete liquidation involving the Company or (c) other transaction or event having an effect similar to any of those referred to in Section 7(a) or 7(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Committee may provide in substitution of any or all of Grantee's rights under this agreement such alternative consideration as the Committee may determine in good faith to be equitable under the circumstances. 8. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any delivery of Common Shares to the Grantee, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Common Shares delivered to the Grantee. If such election is made, the shares so retained shall be credited against such withholding requirement at the Market Price per Common Share on the date of such delivery. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates, except that, unless otherwise determined by the Committee at any time, the Grantee may surrender Common Shares owned for more than six (6) months to satisfy any tax obligations resulting from any such transaction. 9. Right to Terminate Employment. No provision of this agreement shall limit in any way whatsoever any right that the Company or a subsidiary may otherwise have to terminate the employment of Grantee at any time. 10. Relation to Other Benefits. Any economic or other benefit to Grantee under this agreement or the Plan shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a subsidiary. 11. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that 3 no amendment shall adversely affect the rights of Grantee with respect to the Common Shares or other securities covered by this agreement without Grantee's consent. 12. Severability. In the event that one or more of the provisions of this agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 13. Governing Law. This agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Georgia. [SIGNATURE PAGE TO FOLLOW 4 This agreement is executed by the Company on this ____ day of __________, 2005. CUMULUS MEDIA INC. By ________________________________ Name: Title: The undersigned Grantee hereby acknowledges receipt of an executed original of this agreement and accepts the right to receive the Common Shares or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth. __________________________________ Grantee Date: ___________________________ [signature page to restricted share agreement] -----END PRIVACY-ENHANCED MESSAGE-----