EXHIBIT 4.3
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NETWORK SIX, INC.
DESCRIPTION OF RESTRICTED STOCK PLAN
JUNE 10, 1998
BACKGROUND AND PURPOSE:
Increasing employee ownership is an important goal of Network Six, Inc. There
are a number of ways to accomplish this. One method is to set aside shares of
the Company's common stock for employees to purchase or to be awarded based on
performance or other reasons. The Restricted Stock Plan (RSP) has been
established specifically for the purpose of increasing employee ownership in the
Company. The Company's shareholders have authorized 100,000 shares to be set
aside for the plan.
AWARDS:
Awards will be made based on employee performance. It is expected that the RSP
will primarily be used to award key employees with incentive bonuses, in lieu of
cash, on an annual basis. The CEO will recommend to the Compensation Committee
of the Board of Directors all intended Bonus Share awards and the Compensation
Committee will decide on all recommendations.
PROVISIONS:
All stock awarded as an incentive bonus will be called Bonus Shares. The
Company will issue stock certificates to employees representing the Bonus
Shares, subject to risk of forfeiture. The Company will hold the certificates
pursuant to stock powers signed and delivered by the employees. While the
Company is holding the certificates, the shares represented thereby may not be
transferred, pledged, encumbered or otherwise alienated by the employees. The
certificates for the Bonus Shares will be delivered to the employees one third
at the end of the first calendar year following the calendar year in which the
Bonus Shares were issued and continue thereafter one third at the end of the
second and third calendar years. While the Company is holding the Bonus Shares
certificates, the employees will nonetheless be entitled to vote the Bonus
Shares and receive dividends, if any, issued on the Bonus Shares, and exercise
any and all rights associated with the Bonus Shares other than as restricted
hereunder.
It is the Company's intention to register the Bonus Shares with the Securities
and Exchange Commission so that they might be freely tradable when released to
the employees. However, until such registration becomes effective, the sale or
transfer of the Bonus Shares will be subject to restrictions imposed by federal
and state securities laws, regulations and rules.
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FORFEITURE OF BONUS SHARES:
Employees will forfeit Bonus Shares held by the Company under the following
circumstances:
1. The Employee terminates his employment with the Company voluntarily.
2. The Employee and the Company mutually agree to terminate the Employee.
3. The Company terminates the Employee for performance or other reasons.
4. The Employee dies or becomes disabled.
THIS PROGRAM IS SUBJECT TO TERMINATION AT ANY TIME OR CHANGE FROM TIME TO TIME
AT THE COMPANY'S SOLE DISCRETION.
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