SECTION 5
ELIGIBILITY AND PARTICIPATION
Participation in the Plan shall be limited to Non-Employee Directors. A director who is an employee of
the Company and who retires or resigned from employment with the Company and/or any of its subsidiaries, but remains a director of the Company, shall become eligible to participate in the Plan at the time of such termination of employment. Subject
to the terms of the Plan, the Committee shall determine the amount of, and terms of, all Awards to eligible Non-Employee Directors.
SECTION 6
AWARD
TERMS
6.1 Awards and Certificates.
(a) Awarded Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one
or more stock certificates. Any certificate issued in respect of any Award shall be registered in the name of the Grantee and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award,
substantially in the following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE 2021 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN OF SIGMATRON INTERNATIONAL, INC. AND AN AWARD AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT
ARE ON FILE AT THE OFFICES OF SIGMATRON INTERNATIONAL, INC.
(b) The Committee may require that the certificates evidencing such
shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award, the Grantee shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.
(c) Upon the end of the Restriction Period and provided that the Awarded Stock has not been forfeited, the Company shall, upon the
Grantees request or upon its own initiative, issue or have issued new certificates without the legend described in Section 6.1(a), in exchange for those certificates previously issued.
6.2 Terms and Conditions. Awarded Stock shall be subject to the following terms and conditions:
(a) Vesting. All Awarded Stock shall be vested on the six-month anniversary of the Grant
Date.
(b) Restrictions on Transfer. Subject to the provisions of the Plan and the Award Agreement referred to in
Section 6.2(g), and until the expiration of the six-month anniversary of the Grant Date (Restriction Period), the Grantee shall not be permitted to sell, assign, transfer, pledge or
otherwise encumber Awarded Stock; however, the Grantee shall have the right to receive dividends with respect to the Awarded Stock and to vote the shares of the Awarded Stock prior to the expiration of the Restriction Period.
(c) Rights with Respect to Awarded Stock. Except as provided in Sections 6.2(b) and this 6.2(c) and the Award Agreement, the
Grantee shall have, with respect to the Awarded Stock, all of the rights of a holder of Common Stock including the right to vote the Awarded Stock and, if granted by the Board, the right to receive any dividends.
(d) Forfeiture of Unvested Awarded Stock. Except to the extent otherwise provided in the applicable Award Agreement and Sections
6.2(a) and 6.2(f), if a Grantee ceases to be a Non-Employee Director of the Company for any reason other than death, Disability or Retirement, or Cause, all unvested Awarded Stock shall be forfeited as of
the date the Grantee ceases to be a Non-Employee Director.
(e) If a Grantee ceases to be a
Director of the Company because of removal for Cause, all unvested Awarded Stock shall be forfeited as of the date the Grantee ceases to be a Director.
(f) In the event of a Grantees death, Disability or Retirement while a Director of the Company, all unvested Awarded Stock shall become
fully vested and all restrictions (other than restrictions on transferability in the
27