ped_ex993
Exhibit 99.3
PEDEVCO CORP.
2021 EQUITY INCENTIVE PLAN
NOTICE OF RESTRICTED SHARES GRANT
Capitalized but
otherwise undefined terms in this Notice of Restricted Shares Grant
and the attached Restricted Shares Grant Agreement shall have the
same defined meanings as in the PEDEVCO CORP. 2021 Equity Incentive
Plan (as amended from time to time)(the “Plan”).
Grantee
Name: _______________________________________________
Address:
_______________________________________________
You have been
granted shares of restricted Common Stock (the “Restricted
Shares” or the “Shares”)
subject to the terms and conditions of the Plan and the attached
Restricted Shares Grant Agreement, as follows:
Date
of
Grant: _______________________________________________
Vesting
Commencement Date:___________________________________
Price
Per
Share:______________________________________________
Total
Number of Shares
Granted:_________________________________
Total
Value of Shares
Granted:___________________________________
Total
Purchase
Price:_________________$0_______________________
Agreement
Date:_____________________________________________
Vesting
Schedule: __________________________________________
PEDEVCO CORP.
2021 EQUITY INCENTIVE PLAN
RESTRICTED SHARES GRANT AGREEMENT
This RESTRICTED
SHARES GRANT AGREEMENT (“Agreement”),
dated as of the Agreement Date specified on the Notice of
Restricted Shares Grant is made by and between PEDEVCO CORP., a
Texas Company (the “Company”),
and the grantee named in the Notice of Restricted Shares
Grant (the
“Grantee,”
which term as used herein shall be deemed to include any successor
to Grantee by will or by the laws of descent and distribution,
unless the context shall otherwise require).
BACKGROUND
Pursuant to the
Plan, the Company, acting through the Administrator, approved the
issuance to Grantee, effective as of the date set forth above, of
an award of the number of Restricted Shares as is set forth in the
attached Notice of Restricted Shares Grant (which is expressly
incorporated herein and made a part hereof, the “Notice of
Restricted Shares Grant”) at the purchase price per
share of Restricted Shares (the “Purchase
Price”), if any, set forth in the attached Notice of
Restricted Shares Grant, upon the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the
mutual premises and undertakings hereinafter set forth, the parties
agree as follows:
1. Grant
and Purchase of Restricted Shares. The Company
hereby grants to Grantee, and Grantee hereby accepts the number of
Restricted Shares set forth in the Notice of Restricted Shares
Grant, subject to the payment by Grantee of the total purchase
price, if any, set forth in the Notice of Restricted Shares
Grant.
2. Stockholder
Rights.
(a) Voting Rights. Until
such time as all or any part of the Restricted Shares are forfeited
to the Company under this Agreement, if ever, Grantee (or any
successor in interest) has the rights of a stockholder, including
voting rights, with respect to the Restricted Shares subject,
however, to the transfer restrictions or any other restrictions set
forth in the Plan.
(b) Dividends and Other
Distributions. During the period of restriction,
Participants holding Restricted Shares are entitled to all regular
cash dividends or other distributions paid with respect to all
Shares while they are so held. If any such dividends or
distributions are paid in Shares, such Shares will be subject to
the same restrictions on transferability and forfeitability as the
Restricted Shares with respect to which they were
paid.
3. Vesting
of Restricted Shares.
(a) The Restricted Shares are restricted
and subject to forfeiture until vested. The Restricted
Shares which have vested and are no longer subject to forfeiture
are referred to as “Vested
Shares.” All Restricted Shares which have
not become Vested Shares are referred to as “Nonvested
Shares.”
(b) Restricted Shares will vest and
become nonforfeitable in accordance with the vesting schedule
contained in the Notice of Restricted Shares Grant.
(c) Any Nonvested Shares of Grantee
will automatically vest and become nonforfeitable if
Grantee’s service with the Company ceases owing to the
Grantee’s (a) death, (b) Disability, or (c) Retirement,
unless the Administrator provides otherwise.
(d) In the event of a Change in Control,
the Administrator, in its discretion, may accelerate the time at
which all or any portion of Grantee’s Restricted Shares will
vest.
(e) Terms used in Section
3 and Section 4 have the
following meanings:
(i) “Cause”
has the meaning ascribed to such term or words of similar import in
Grantee’s written employment or service contract with the
Company or its subsidiaries and, in the absence of such agreement
or definition, means Grantee’s (i) conviction of, or
plea of nolo contendere to, a felony or crime involving
moral turpitude; (ii) fraud on or misappropriation of any
funds or property of the Company or its subsidiaries, or any
affiliate, customer or vendor; (iii) personal dishonesty,
incompetence, willful misconduct, willful violation of any law,
rule or regulation (other than minor traffic violations or similar
offenses), or breach of fiduciary duty which involves personal
profit; (iv) willful misconduct in connection with
Grantee’s duties or willful failure to perform
Grantee’s responsibilities in the best interests of the
Company or its subsidiaries; (v) illegal use or distribution
of drugs; (vi) violation of any material rule, regulation,
procedure or policy of the Company or its subsidiaries, the
violation of which could have a material detriment to the Company;
or (vii) material breach of any provision of any employment,
non-disclosure, non-competition, non-solicitation or other similar
agreement executed by Grantee for the benefit of the Company or its
subsidiaries, all as reasonably determined by the Board of
Directors of the Company, which determination will be
conclusive.
(ii) “Retirement”
means Grantee’s retirement from Company employ at age 65 as
determined in accordance with the policies of the Company or its
subsidiaries in good faith by the Board of Directors of the
Company, which determination will be final and binding on all
parties concerned.
(f) Nonvested Shares may not be sold,
transferred, assigned, pledged, or otherwise disposed of, directly
or indirectly, whether by operation of law or
otherwise. The restrictions set forth in this Section
will terminate upon a Change in Control.
4. Forfeiture
of Nonvested Shares. Except as provided herein,
if Grantee's service with the Company ceases for any reason other
than Grantee’s (a) death, (b) Disability, or (c) Retirement,
any Nonvested Shares will be automatically forfeited to the
Company, subject to the re-payment by the Company at the lesser of
(1) the original purchase price paid by the Participant pursuant to
the Award Agreement or (2) the Shares’ Fair Market Value on
the date of repurchase; provided, however, that the Administrator
may cause any Nonvested Shares immediately to vest and become
nonforfeitable if Grantee’s service with the Company is
terminated by the Company without Cause.
(a) Legend. Each
certificate representing Restricted Shares granted pursuant to the
Notice of Restricted Shares Grant may bear a legend substantially
as follows:
“THE
SALE OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW,
IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE
PEDEVCO CORP. 2021 EQUITY INCENTIVE PLAN AND IN A RESTRICTED SHARE
GRANT AGREEMENT. A COPY OF SUCH PLAN AND SUCH AGREEMENT
MAY BE OBTAINED FROM PEDEVCO CORP.”
(b) Escrow
of Nonvested Shares. The Company has the right to
retain the certificates representing Nonvested Shares in the
Company’s possession until such time as all restrictions
applicable to such Shares have been satisfied.
(c) Removal
of Restrictions. The Participant is entitled to
have the legend removed from certificates representing Vested
Shares.
5. Recapitalizations,
Exchanges, Mergers, Etc. The provisions of this
Agreement apply to the full extent set forth herein with respect to
any and all shares of capital stock of the Company or successor of
the Company which may be issued in respect of, in exchange for, or
in substitution for the Restricted Shares by reason of any stock
dividend, split, reverse split, combination, recapitalization,
reclassification, merger, consolidation or otherwise which does not
terminate this Agreement. Except as otherwise provided
herein, this Agreement is not intended to confer upon any other
person except the parties hereto any rights or remedies
hereunder.
6. Grantee
Representations.
Grantee
represents to the Company the following:
(a) Restrictions on
Transfer. Grantee acknowledges that the
Restricted Shares to be issued to Grantee must be held indefinitely
unless subsequently registered and qualified under the Securities
Act or unless an exemption from registration and qualification is
otherwise available. In addition, Grantee understands
that the certificate representing the Restricted Shares will be
imprinted with a legend which prohibits the transfer of such
Restricted Shares unless they are sold in a transaction in
compliance with the Securities Act or are registered and qualified
or such registration and qualification are not required in the
opinion of counsel acceptable to the Company.
(b) Relationship to the Company;
Experience. Grantee either has a preexisting
business or personal relationship with the Company or any of its
officers, directors or controlling persons or, by reason of
Grantee’s business or financial experience or the business or
financial experience of Grantee’s personal representative(s),
if any, who are unaffiliated with and who are not compensated by
the Company or any affiliate or selling agent, directly or
indirectly, has the capacity to protect Grantee’s own
interests in connection with Grantee’s acquisition of the
Restricted Shares to be issued to Grantee
hereunder. Grantee and/or Grantee’s personal
representative(s) have such knowledge and experience in financial,
tax and business matters to enable Grantee and/or them to utilize
the information made available to Grantee and/or them in connection
with the acquisition of the Restricted Shares to evaluate the
merits and risks of the prospective investment and to make an
informed investment decision with respect thereto.
(c) Grantee’s
Liquidity. In reaching the decision to invest in
the Restricted Shares, Grantee has carefully evaluated
Grantee’s financial resources and investment position and the
risks associated with this investment, and Grantee acknowledges
that Grantee is able to bear the economic risks of the
investment. Grantee (i) has adequate means of
providing for Grantee’s current needs and possible personal
contingencies, (ii) has no need for liquidity in
Grantee’s investment, (iii) is able to bear the
substantial economic risks of an investment in the Restricted
Shares for an indefinite period and (iv) at the present time,
can afford a complete loss of such
investment. Grantee’s commitment to investments
which are not readily marketable is not disproportionate to
Grantee’s net worth and Grantee’s investment in the
Restricted Shares will not cause Grantee’s overall commitment
to become excessive.
(d) Access to
Data. Grantee acknowledges that during the course
of this transaction and before deciding to acquire the Restricted
Shares, Grantee has been provided with financial and other written
information about the Company. Grantee has been given
the opportunity by the Company to obtain any information and ask
questions concerning the Company, the Restricted Shares, and
Grantee’s investment that Grantee felt necessary; and to the
extent Grantee availed himself of that opportunity, Grantee has
received satisfactory information and answers concerning the
business and financial condition of the Company in response to all
inquiries in respect thereof.
(e) Risks. Grantee
acknowledges and understands that (i) an investment in the
Company constitutes a high risk, (ii) the Restricted Shares
are highly speculative, and (iii) there can be no assurance as
to what investment return, if any, there may be. Grantee
is aware that the Company may issue additional securities in the
future which could result in the dilution of Grantee’s
ownership interest in the Company.
(f) Valid
Agreement. This Agreement when executed and
delivered by Grantee will constitute a valid and legally binding
obligation of Grantee which is enforceable in accordance with its
terms.
(g) Residence. The
address set forth on the Notice of Restricted Shares Grant is
Grantee’s current address and accurately sets forth
Grantee’s place of residence.
(h) Tax
Consequences. Grantee has reviewed with
Grantee’s own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions
contemplated by this Agreement. Grantee is relying
solely on such advisors and not on any statements or
representations of the Company or any of its
agents. Grantee understands that Grantee (and not the
Company) is responsible for Grantee’s own tax liability that
may arise as a result of the transactions contemplated by this
Agreement. Grantee understands that Section 83 of
the Internal Revenue Code of 1986, as amended (the
“Code”),
taxes as ordinary income the difference between the purchase price
for the Restricted Shares and the fair market value of the
Restricted Shares as of the date any restrictions on the Restricted
Shares lapse. Grantee understands that Grantee may elect
to be taxed at the time the Restricted Shares is purchased rather
than when and as the restrictions lapse by filing an election under
Section 83(b) of the Code with the Internal Revenue Service
within 30 days from the date of purchase. The form for
making this election is attached as Exhibit
A hereto.
GRANTEE
ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT
THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION
83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES
TO MAKE THIS FILING ON GRANTEE’S BEHALF.
7. No
Employment Contract Created. The issuance of the
Restricted Shares is not be construed as granting to Grantee any
right with respect to continuance of employment or any service with
the Company or any of its subsidiaries. The right of the
Company or any of its subsidiaries to terminate at will Grantee's
employment or terminate Grantee’s service at any time
(whether by dismissal, discharge or otherwise), with or without
cause, is specifically reserved, subject to any other written
employment or other agreement to which the Company and Grantee may
be a party.
8. Tax
Withholding. The Company has the power and the
right to deduct or withhold, or require Grantee to remit to the
Company, an amount sufficient to satisfy Federal, state and local
taxes (including the Grantee’s FICA obligation) required by
law to be withheld with respect to the grant and vesting of the
Restricted Shares.
9. Interpretation. The
Restricted Shares are being issued pursuant to the terms of the
Plan, and are to be interpreted in accordance
therewith. The Administrator will interpret and construe
this Agreement and the Plan, and any action, decision,
interpretation or determination made in good faith by the
Administrator will be final and binding on the Company and
Grantee.
10. Notices. All
notices or other communications which are required or permitted
hereunder will be in writing and sufficient if (i) personally
delivered or sent by telecopy, (ii) sent by nationally-recognized
overnight courier or (iii) sent by registered or certified mail,
postage prepaid, return receipt requested, addressed as
follows:
(a) if
to the Grantee, to the address (or telecopy number) set forth on
the Notice of Grant; and
(b) if
to the Company, to its principal executive office as specified in
any report filed by the Company with the Securities and Exchange
Commission or to such address as the Company may have specified to
the Grantee in writing, Attention: Corporate
Secretary;
or to
such other address as the party to whom notice is to be given may
have furnished to the other party in writing in accordance
herewith. Any such communication will be deemed to have
been given (i) when delivered, if personally delivered, or when
telecopied, if telecopied, (ii) on the first Business Day (as
hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the fifth
Business Day following the date on which the piece of mail
containing such communication is posted, if sent by
mail. As used herein, “Business
Day” means a day that is not a Saturday, Sunday or a
day on which banking institutions in the city to which the notice
or communication is to be sent are not required to be
open.
11. Specific
Performance. Grantee expressly agrees that the
Company will be irreparably damaged if the provisions of this
Agreement and the Plan are not specifically
enforced. Upon a breach or threatened breach of the
terms, covenants and/or conditions of this Agreement or the Plan by
Grantee, the Company will, in addition to all other remedies, be
entitled to a temporary or permanent injunction, without showing
any actual damage, and/or decree for specific performance, in
accordance with the provisions hereof and thereof. The
Administrator has the power to determine what constitutes a breach
or threatened breach of this Agreement or the Plan. Any
such determinations will be final and conclusive and binding upon
Grantee.
12. No
Waiver. No
waiver of any breach or condition of this Agreement will be deemed
to be a waiver of any other or subsequent breach or condition,
whether of like or different nature.
13. Grantee
Undertaking. Grantee hereby agrees to
take whatever additional actions and execute whatever additional
documents the Company may in its reasonable judgment deem necessary
or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on Grantee pursuant to the
express provisions of this Agreement.
14. Modification
of Rights. The rights of Grantee are
subject to modification and termination in certain events as
provided in this Agreement and the Plan.
15. Governing
Law. This
Agreement is governed by, and construed in accordance with, the
laws of the State of Texas, without giving effect to its conflict
or choice of law principles that might otherwise refer construction
or interpretation of this Agreement to the substantive law of
another jurisdiction.
16. Counterparts;
Facsimile Execution. This Agreement may be
executed in one or more counterparts, each of which will be deemed
to be an original, but all of which together will constitute
one and the same instrument. Facsimile execution
and delivery of this Agreement is legal, valid and binding
execution and delivery for all purposes.
17. Entire
Agreement. This Agreement (including
the Notice of Restricted Shares Grant) and the Plan, constitute the
entire agreement between the parties with respect to the subject
matter hereof, and supersede all previously written or oral
negotiations, commitments, representations and agreements with
respect thereto.
18. Severability. In
the event one or more of the provisions of this Agreement should,
for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will
not affect any other provisions of this Agreement, and this
Agreement will be construed as if such invalid, illegal or
unenforceable provision had never been contained
herein.
19. WAIVER
OF JURY TRIAL. THE GRANTEE HEREBY
EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR
ANY COUNTERCLAIM THEREIN.
[Signature
Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this
Restricted Share Grant Agreement as of the date first written
above.
PEDEVCO
CORP.
By:________________________________________
Name:___________________________________
Title:____________________________________
GRANTEE:
__________________________________________
Name:
SPOUSE'S CONSENT TO AGREEMENT
(Required where Grantee resides in a community property
state)
I
acknowledge that I have read the Agreement and the Plan and that I
know and understand the contents of both. I am aware
that my spouse has agreed therein to the imposition of certain
forfeiture provisions and restrictions on transferability with
respect to the Restricted Shares that are the subject of the
Agreement, including with respect to my community interest therein,
if any, on the occurrence of certain events described in the
Agreement. I hereby consent to and approve of the
provisions of the Agreement, and agree that I will abide by the
Agreement and bequeath any interest in the Restricted Shares which
represents a community interest of mine to my spouse or to a trust
subject to my spouse's control or for my spouse's benefit or the
benefit of our children if I predecease my spouse.
Dated: ____________________________________
____________________________________
Signature
____________________________________
Print
Name
Exhibit A
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The
undersigned taxpayer hereby elects, pursuant to Sections 55 and
83(b) of the Internal Revenue Code of 1986, as amended, to include
in taxpayer’s gross income or alternative minimum taxable
income, as the case may be, for the current taxable year the amount
of any compensation taxable to taxpayer in connection with
taxpayer’s receipt of the property described
below.
1. The
name, address, taxpayer identification number and taxable year of
the undersigned are as follows:
|
TAXPAYER:
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SPOUSE:
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NAME:
|
|
|
ADDRESS:
|
|
|
IDENTIFICATION
NO.:
|
|
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TAXABLE
YEAR:
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|
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2. The
property with respect to which the election is made is described as
follows: ____ shares (the “Shares”)
of the Common Stock of PEDEVCO Corp. (the “Company”).
3.
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The
date on which the property was transferred is:___________________
,______.
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4.
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The
property is subject to the following restrictions:
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The
Shares may not be transferred and are subject to forfeiture under
the terms of an agreement between the taxpayer and the
Company. These restrictions lapse upon the satisfaction
of certain conditions contained in such agreement.
5. The
fair market value at the time of transfer, determined without
regard to any restriction other than a restriction which by its
terms will never lapse, of such property
is: $_________________.
6.
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The
amount (if any) paid for such property
is: $_________________.
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The
undersigned has submitted a copy of this statement to the person
for whom the services were performed in connection with the
undersigned’s receipt of the above-described
property. The transferee of such property is the person
performing the services in connection with the transfer of said
property.
The undersigned understands that the foregoing election may not be
revoked except with the consent of the
Commissioner.
Dated:
______________________,
_____
Taxpayer
The
undersigned spouse of taxpayer joins in this election.
Dated:
______________________,
_____
Spouse
of Taxpayer