Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-8 Registration of Securities to be Offered to HTML 65K
Employees Pursuant to an Employee
Benefit Plan
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 53K
3: EX-4.4 Instrument Defining the Rights of Security Holders HTML 12K
4: EX-5.1 Opinion re: Legality HTML 13K
5: EX-23.1 Consent of Experts or Counsel HTML 7K
EX-4.4 — Instrument Defining the Rights of Security Holders
The
purpose of the Hill International, Inc. 2007 Restricted Stock Grant Plan (the
“Plan”) is to enable Hill International, Inc. (the “Company”) to retain,
motivate and provide additional incentive to certain officers and employees
whose contributions are essential to the growth and success of the Company,
by
enabling them to participate in the long-term growth of the Company through
stock ownership.
Section
2. Administration
The
Plan
shall be administered by the Compensation Committee (the “Committee”) of the
Board of Directors of the Company. The Committee shall have the authority to
grant restricted stock under the Plan and to modify the terms of any such
grants.
Section
3. Shares of Stock Available for Restricted Stock Grants
A
total
of 340,000 shares of common stock, par value $.0001 per share, of the Company
shall be available for grants of restricted stock under the Plan.
Section
4. Restrictions
(a)
Restriction. The shares of restricted stock granted hereunder shall be subject
to the restriction that they shall only vest over a period of approximately
five
years, with one fifth of the aggregate number of shares in each grant vesting
in
each of the five successive anniversary dates of February 28, 2007.
(b)
Vesting. One fifth of the total number of shares granted under the Plan will
vest on each of the five successive anniversary dates of February 28, 2007,
with
20% of the total grant vesting on the anniversary date falling in 2008, an
additional 20% of the total grant vesting on the anniversary date falling in
2009, an additional 20% of the of the total grant vesting on the anniversary
date falling on 2010, an additional 20% of the total grant vesting on the
anniversary date falling on 2011, and an additional 20% of the total grant
vesting on the anniversary date falling on 2012.
(c)
Forfeiture. Participants in the Plan that do not remain employees of Hill
through the anniversary date falling in 2012 will not receive all of the shares
of restricted stock which are granted hereunder. Any participant that ceases
to
be an employee of Hill International, Inc. at any time or for any reason, will
only be entitled to the economic benefits, including the ability to transfer
or
dispose of shares, with respect to those shares of restricted stock which have
vested as of such participant’s last day of employment with the
Company.
Section
5. General Provisions
(a)
Each
grant of restricted stock shall be evidenced by a writing delivered to the
participating employee specifying the terms and conditions of the grant and
containing such other terms and conditions as the Committee considers necessary
or advisable to achieve the purposes of the Plan or comply with any applicable
law.
(b)
This
Plan shall apply to those grants of restricted stock approved, in advance,
by
the Committee at its meeting of February 28, 2007. Other than those shares
of
restricted stock approved on February 28, 2007, no other shares of restricted
stock shall be granted under the Plan.
(c)
No
person shall have any claim or right to be granted a share of restricted stock
and any grant of restricted stock shall not be construed as giving an employee
the right to continued employment.
(d)
No
grants under the Plan shall be effective prior to the date on which a
Registration Statement on Form S-8 registering the shares granted under the
Plan
is filed pursuant to the Securities Act of 1933 with the United States
Securities and Exchange Commission.
Dates Referenced Herein and Documents Incorporated by Reference
