Grant of Common Stock. (a) On June 1, 2012 (the “Grant Date”), the Company shall grant to the Management Investor, and the Management Investor hereby accepts, effective as of the date of such grant, a number of restricted shares of Common Stock set forth on Appendix A, attached hereto with the Fair Market Value (as defined below) per share of Common Stock set forth on Appendix A (the “Initial Granted Shares”). (b) For the avoidance of doubt, the Initial Granted Shares shall be considered to be “Common Stock” hereunder upon grant (including prior to the vesting of any Initial Granted Shares). (c) Subject to the terms of Section 1(e) below and the other terms and provisions of this Agreement, the Initial Granted Shares shall vest in one-fourth (1/4) increments on the Grant Date and thereafter on January 1 of each of the three years following such date (each such date, a “Vesting Date”), in each case provided that the Management Investor is still employed by the Company on such date; (d) The Company hereby agrees to grant to the Management Investor additional shares of Common Stock in connection with the occurrence of any of the following events (each such event, an “Additional Granting Event”): (i) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2013, the Pre-Tax Earnings (as defined below) per share of Common Stock equals or exceeds $0.75 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 1 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 1 Shares”); One-fourth (1/4) of the Tranche 1 Shares shall vest on each of the first four anniversaries of the Tranche 1 Grant Date, provided that the Management Investor is still employed by the Company on such date; (ii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2014, the Pre-Tax Earnings per share of Common Stock equals or exceeds $1.38 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 2 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 2 Shares”); One-fourth (1/4) of the Tranche 2 Shares shall vest on each of the first four anniversaries of the Tranche 2 Grant Date, provided that the Management Investor is still employed by the Company on such date; and (iii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2015, (i) the Pre-Tax Earnings per share of Common Stock equals or exceeds $2.04 measured over the immediately prior trailing twelve month period, or (ii) upon the realization of a full or partial equity valuation (whether by SCT Chassis or any Fortress Entity with respect to the common stock of SCT Chassis or any of its subsidiaries) equal to or in excess of $24.09 per share (subject to a minimum realization of $100 million), then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target with respect to clause (i) above (but in no event later than seventy (70) days following the end of the fiscal quarter in which such performance criteria is met), or within five (5) business days following the achievement of the performance target with respect to clause (ii) above, (such date in each case, the “Tranche 3 Grant Date”), in addition to receiving an award of any Tranche 1 Shares and/or Tranche 2 Shares to the extent not previously awarded, Management Investor will receive an additional grant of shares of restricted Common Stock equal to one hundred percent (100%) of the Initial Granted Shares (the “Tranche 3 Shares”, together with the Tranche 1 Shares and Tranche 2 Shares, the “Additional Granted Shares”). The Tranche 3 Shares will vest immediately upon grant. For the avoidance of doubt, any Tranche 1 Shares or Tranche 2 Shares granted pursuant to this Section 1(d)(iii) shall vest immediately upon grant. (iv) Notwithstanding anything contained herein to the contrary, if at any time during the four (4) year period commencing January 1, 2012 and ending on December 31, 2015, an Additional Granting Event shall occur during the six (6) month period immediately following the termination of the Management Investor’s employment by the Company without Cause (as defined below), then the Company shall nonetheless be obligated hereunder to grant to the Management Investor the Additional Granted Shares in accordance herewith as though the Management Investor were an employee in good standing on the date of such Additional Granting Event. Except as set forth in the preceding sentence, the Management Investor must be employed (and not have given or received notice of termination) on the applicable grant date in order to be eligible for a grant of any Additional Granted Shares. Any Additional Granted Shares granted pursuant to this Section 1(d)(iv) shall vest immediately upon grant. For the avoidance of doubt, the Management Investor will have no entitlement to grants pursuant to this Section 1(d)(iv) if the Company does not achieve the relevant performance target on or prior to December 31, 2015. (e) Without limiting any of the other terms and provisions of this Agreement, the Initial Granted Shares and Additional Granted Shares (collectively, the “Restricted Shares”) shall be subject to the following terms: (i) Except as provided in Section 1(e)(ii)(A) below, if (A) other than for death or Disability, the Management Investor’s employment is terminated by the Company without Cause and (B) a waiver and release reasonably acceptable to the Company (a “Release”) is executed by the Management Investor within the time period prescribed therein after the date of such termination and becomes effective in accordance with its terms, the Management Investor shall immediately vest (upon the expiration of any revocation period applicable to such Release) as the owner of each tranche of Restricted Shares that would have vested under Section 1(c)) above, as the case may be, on the next succeeding Vesting Date applicable thereto following such termination. (ii) The Management Investor shall immediately vest as the owner of all Restricted Shares that have not theretofore vested upon the occurrence of any of the following: A. the termination of the Management Investor’s employment by the Company without Cause within twelve (12) months after a Change of Control (as defined below), subject to the Management Investor’s execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or B. the termination of the Management Investor’s employment due to the Management Investor’s death or Disability (as defined below), subject to the Management Investor’s (or if applicable, the Management Investor’s representative) execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or C. the granting to the Management Investor of Tranche 3 Shares. (iii) Except as provided in Sections 1(e)(i) and 1(e)(ii) above, all of the unvested Restricted Shares shall be automatically forfeited, and be deemed to have been repurchased by the Company at a purchase price of zero dollars, upon the Management Investor ceasing to be an employee of the Company (whether as a result of termination for Cause, termination without Cause, resignation, death, Disability or otherwise). (iv) For purposes of clarification, except as otherwise expressly provided in this Agreement, the Management Investor will have all of the rights of a shareholder with respect to all of the Restricted Shares granted hereunder, including, without limitation, the right to vote such shares (subject to Section 1(e)(vi) below) and the right to receive all dividends or other distributions with respect to such shares; provided, however, any dividends or other distributions paid with respect to any Restricted Shares which have not previously vested shall be withheld by the Company and shall be paid to the Management Investor only when, and if, such Restricted Shares shall become fully vested pursuant to Section 1. (v) The Restricted Shares shall be registered in the Management Investor’s name, but any certificates evidencing such Restricted Shares shall be retained by SCT Chassis during the period prior to the vesting of such shares as set forth herein. The Management Investor shall execute a share transfer substantially in the form of Exhibit A attached hereto, in blank, with respect to such Restricted Shares and deliver the same to SCT Chassis. Upon vesting in accordance with the terms of this Agreement, the Restricted Shares shall be issued to the Management Investor free and clear of all liens, other than restrictions and legends required pursuant to federal and state securities laws and the terms of this Agreement. (vi) To the fullest extent permitted by applicable law, the Management Investor hereby appoints FIG LLC (“FIG LLC”) as its proxy with respect to all vested and unvested Restricted Shares of which the Management Investor may be the record holder from time to time to (A) attend all meetings of the holders of the Common Stock, with full power to vote and act for the Management Investor with respect to such Restricted Shares in the same manner and to the same extent that the Management Investor might were the Management Investor personally present at such meetings, and (B) execute and deliver, on behalf of the Management Investor, any written consent in lieu of a meeting of the holders of the Common Stock in the same manner and to the same extent that the Management Investor might but for the proxy granted pursuant to this sentence. The proxy hereby granted by the Management Investor is, and shall be, irrevocable by the Management Investor (until the closing of an IPO (as defined below) upon which such proxy shall automatically terminate with respect to the Restricted Shares). FIG LLC shall have full power to substitute another person as the Management Investor’s proxy and to revoke the appointment of any such substitute proxy. Concurrently herewith, the Management Investor is hereby executing and delivering to SCT Chassis an irrevocable proxy in the form of Exhibit B attached hereto, and the Management Investor hereby agrees that it shall execute and deliver any further instrument, and take all other actions, reasonably requested by FIG LLC from time to time to evidence or otherwise give effect to the provisions of this Section 1(e)(vi). (f) Anything herein to the contrary notwithstanding, the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered (each such action, a “Transfer”) until the applicable restrictions set forth herein are removed or expire or are expressly waived by SCT Chassis in writing, and any additional requirements or restrictions contained in this Agreement have been satisfied, terminated or expressly waived by SCT Chassis in writing. Any purported or attempted Transfer that does not comply with the terms of this Agreement shall be null and void and the purported transferee shall not be deemed to be a shareholder of SCT Chassis and shall not be entitled to receive a stock certificate (if any) or any dividends or other distributions on or in respect of the Restricted Shares subject to such purported or attempted Transfer. (g) In connection with the payment of any dividends, distributions or other type of payment to the Management Investor in respect of the Restricted Shares, the Company, as applicable law may provide, shall be entitled to deduct any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for the Management Investor’s account. (h) For the purposes of this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Samples: Management Shareholder Agreement (TRAC Intermodal LLC)
Grant of Common Stock. (a) On June 1, 2012 (the “Grant Date”), the Company shall grant to the Management Investor, and the Management Investor hereby accepts, effective as of the date of such grant, a number of restricted shares of Common Stock set forth on Appendix A, attached hereto with the Fair Market Value (as defined below) per share of Common Stock set forth on Appendix A (the “Initial Granted Shares”).
(b) For the avoidance of doubt, the Initial Granted Shares shall be considered to be “Common Stock” hereunder upon grant (including prior to the vesting of any Initial Granted Shares).
(c) Subject to the terms of Section 1(e) below and the other terms and provisions of this Agreement, the Initial Granted Shares shall vest in one-fourth (1/4) increments on the Grant Date and thereafter on January 1 of each of the three years following such date (each such date, a “Vesting Date”), in each case provided that the Management Investor is still employed by the Company on such date;
(d) The Company hereby agrees to grant to the Management Investor additional shares of Common Stock in connection with the occurrence of any of the following events (each such event, an “Additional Granting Event”):
(i) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2013, the Pre-Tax Earnings (as defined below) per share of Common Stock equals or exceeds $0.75 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 1 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 1 Shares”); One-fourth (1/4) of the Tranche 1 Shares shall vest on each of the first four anniversaries of the Tranche 1 Grant Date, provided that the Management Investor is still employed by the Company on such date;
(ii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2014, the Pre-Tax Earnings per share of Common Stock equals or exceeds $1.38 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 2 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 2 Shares”); One-fourth (1/4) of the Tranche 2 Shares shall vest on each of the first four anniversaries of the Tranche 2 Grant Date, provided that the Management Investor is still employed by the Company on such date; and
(iii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2015, (i) the Pre-Tax Earnings per share of Common Stock equals or exceeds $2.04 measured over the immediately prior trailing twelve month period, or (ii) upon the realization of a full or partial equity valuation (whether by SCT Chassis or any Fortress Entity with respect to the common stock of SCT Chassis or any of its subsidiaries) equal to or in excess of $24.09 per share (subject to a minimum realization of $100 million), then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target with respect to clause (i) above (but in no event later than seventy (70) days following the end of the fiscal quarter in which such performance criteria is met), or within five (5) business days following the achievement of the performance target with respect to clause (ii) above, (such date in each case, the “Tranche 3 Grant Date”), in addition to receiving an award of any Tranche 1 Shares and/or Tranche 2 Shares to the extent not previously awarded, Management Investor will receive an additional grant of shares of restricted Common Stock equal to one hundred percent (100%) of the Initial Granted Shares (the “Tranche 3 Shares”, together with the Tranche 1 Shares and Tranche 2 Shares, the “Additional Granted Shares”). The Tranche 3 Shares will vest immediately upon grant. For the avoidance of doubt, any Tranche 1 Shares or Tranche 2 Shares granted pursuant to this Section 1(d)(iii) shall vest immediately upon grant.
(iv) Notwithstanding anything contained herein to the contrary, if at any time during the four (4) year period commencing January 1, 2012 and ending on December 31, 2015, an Additional Granting Event shall occur during the six (6) month period immediately following the termination of the Management Investor’s employment by the Company without Cause (as defined below) or by the Management Investor for Good Reason (as defined below), then the Company shall nonetheless be obligated hereunder to grant to the Management Investor the Additional Granted Shares in accordance herewith as though the Management Investor were an employee in good standing on the date of such Additional Granting Event. Except as set forth in the preceding sentence, the Management Investor must be employed (and not have given or received notice of termination) on the applicable grant date in order to be eligible for a grant of any Additional Granted Shares. Any Additional Granted Shares granted pursuant to this Section 1(d)(iv) shall vest immediately upon grant. For the avoidance of doubt, the Management Investor will have no entitlement to grants pursuant to this Section 1(d)(iv) if the Company does not achieve the relevant performance target on or prior to December 31, 2015.
(e) Without limiting any of the other terms and provisions of this Agreement, the Initial Granted Shares and Additional Granted Shares (collectively, the “Restricted Shares”) shall be subject to the following terms:
(i) Except as provided in Section 1(e)(ii)(A) below, if (A) other than for death or Disability, the Management Investor’s employment is terminated by the Company without Cause or by the Management Investor for Good Reason and (B) a waiver and release reasonably acceptable to the Company (a “Release”) is executed by the Management Investor within the time period prescribed therein after the date of such termination and becomes effective in accordance with its terms, the Management Investor shall immediately vest (upon the expiration of any revocation period applicable to such Release) as the owner of each tranche of Restricted Shares that would have vested under Section 1(c)) above, as the case may be, on the next succeeding Vesting Date applicable thereto following such termination.
(ii) The Management Investor shall immediately vest as the owner of all Restricted Shares that have not theretofore vested upon the occurrence of any of the following:
A. the termination of the Management Investor’s employment by the Company without Cause or by the Management Investor for Good Reason within twelve (12) months after a Change of Control (as defined below), subject to the Management Investor’s execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or
B. the termination of the Management Investor’s employment due to the Management Investor’s death or Disability (as defined below), subject to the Management Investor’s (or if applicable, the Management Investor’s representative) execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or
C. the granting to the Management Investor of Tranche 3 Shares.
(iii) Except as provided in Sections 1(e)(i) and 1(e)(ii) above, all of the unvested Restricted Shares shall be automatically forfeited, and be deemed to have been repurchased by the Company at a purchase price of zero dollars, upon the Management Investor ceasing to be an employee of the Company (whether as a result of termination for Cause, termination without Cause, resignationresignation for Good Reason, resignation without Good Reason, death, Disability or otherwise).
(iv) For purposes of clarification, except as otherwise expressly provided in this Agreement, the Management Investor will have all of the rights of a shareholder with respect to all of the Restricted Shares granted hereunder, including, without limitation, the right to vote such shares (subject to Section 1(e)(vi) below) and the right to receive all dividends or other distributions with respect to such shares; provided, however, any dividends or other distributions paid with respect to any Restricted Shares which have not previously vested shall be withheld by the Company and shall be paid to the Management Investor only when, and if, such Restricted Shares shall become fully vested pursuant to Section 1.
(v) The Restricted Shares shall be registered in the Management Investor’s name, but any certificates evidencing such Restricted Shares shall be retained by SCT Chassis during the period prior to the vesting of such shares as set forth herein. The Management Investor shall execute a share transfer substantially in the form of Exhibit A attached hereto, in blank, with respect to such Restricted Shares and deliver the same to SCT Chassis. Upon vesting in accordance with the terms of this Agreement, the Restricted Shares shall be issued to the Management Investor free and clear of all liens, other than restrictions and legends required pursuant to federal and state securities laws and the terms of this Agreement.
(vi) To the fullest extent permitted by applicable law, the Management Investor hereby appoints FIG LLC (“FIG LLC”) as its proxy with respect to all vested and unvested Restricted Shares of which the Management Investor may be the record holder from time to time to (A) attend all meetings of the holders of the Common Stock, with full power to vote and act for the Management Investor with respect to such Restricted Shares in the same manner and to the same extent that the Management Investor might were the Management Investor personally present at such meetings, and (B) execute and deliver, on behalf of the Management Investor, any written consent in lieu of a meeting of the holders of the Common Stock in the same manner and to the same extent that the Management Investor might but for the proxy granted pursuant to this sentence. The proxy hereby granted by the Management Investor is, and shall be, irrevocable by the Management Investor (until the closing of an IPO (as defined below) upon which such proxy shall automatically terminate with respect to the Restricted Shares). FIG LLC shall have full power to substitute another person as the Management Investor’s proxy and to revoke the appointment of any such substitute proxy. Concurrently herewith, the Management Investor is hereby executing and delivering to SCT Chassis an irrevocable proxy in the form of Exhibit B attached hereto, and the Management Investor hereby agrees that it shall execute and deliver any further instrument, and take all other actions, reasonably requested by FIG LLC from time to time to evidence or otherwise give effect to the provisions of this Section 1(e)(vi).
(f) Anything herein to the contrary notwithstanding, the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered (each such action, a “Transfer”) until the applicable restrictions set forth herein are removed or expire or are expressly waived by SCT Chassis in writing, and any additional requirements or restrictions contained in this Agreement have been satisfied, terminated or expressly waived by SCT Chassis in writing. Any purported or attempted Transfer that does not comply with the terms of this Agreement shall be null and void and the purported transferee shall not be deemed to be a shareholder of SCT Chassis and shall not be entitled to receive a stock certificate (if any) or any dividends or other distributions on or in respect of the Restricted Shares subject to such purported or attempted Transfer.
(g) In connection with the payment of any dividends, distributions or other type of payment to the Management Investor in respect of the Restricted Shares, the Company, as applicable law may provide, shall be entitled to deduct any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for the Management Investor’s account.
(h) For the purposes of this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Samples: Management Shareholder Agreement (TRAC Intermodal LLC)
Grant of Common Stock. (a) On June 1, 2012 2015 (the “Grant Date”), the Company shall grant to the Management Investor, and the Management Investor hereby accepts, effective as of the date of such grant, a number of restricted shares of Common Stock set forth on Appendix A, attached hereto with the Fair Market Value (as defined below) per share of Common Stock set forth on Appendix A (the “Initial Granted Restricted Shares”).
(b) For the avoidance of doubt, the Initial Granted Restricted Shares shall be considered to be “Common Stock” hereunder upon grant (including prior to the vesting of any Initial Granted Restricted Shares).
(c) Subject to the terms of Section 1(e) below and the other terms and provisions of this Agreement, the Initial Granted Restricted Shares shall vest in one-fourth (1/4) increments Beginning on the Grant Date January 1, 2016 and thereafter on January 1 1st of each of the three years following such date (each such date, a “Vesting Date”), in each case provided that the Management Investor is still employed by the Company on such date;
(d) The Company hereby agrees to grant to the Management Investor additional shares of Common Stock in connection with the occurrence of any of the following events (each such event, an “Additional Granting Event”):
(i) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2013, the Pre-Tax Earnings (as defined below) per share of Common Stock equals or exceeds $0.75 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 1 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 1 Shares”); One-fourth (1/4) of the Tranche 1 Shares shall vest on each of the first four anniversaries of the Tranche 1 Grant Date, provided that the Management Investor is still employed by the Company on such date;
(ii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2014, the Pre-Tax Earnings per share of Common Stock equals or exceeds $1.38 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 2 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 2 Shares”); One-fourth (1/4) of the Tranche 2 Shares shall vest on each of the first four anniversaries of the Tranche 2 Grant Date, provided that the Management Investor is still employed by the Company on such date; and
(iii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2015, (i) the Pre-Tax Earnings per share of Common Stock equals or exceeds $2.04 measured over the immediately prior trailing twelve month period, or (ii) upon the realization of a full or partial equity valuation (whether by SCT Chassis or any Fortress Entity with respect to the common stock of SCT Chassis or any of its subsidiaries) equal to or in excess of $24.09 per share (subject to a minimum realization of $100 million), then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target with respect to clause (i) above (but in no event later than seventy (70) days following the end of the fiscal quarter in which such performance criteria is met), or within five (5) business days following the achievement of the performance target with respect to clause (ii) above, (such date in each case, the “Tranche 3 Grant Date”), in addition to receiving an award of any Tranche 1 Shares and/or Tranche 2 Shares to the extent not previously awarded, Management Investor will receive an additional grant of shares of restricted Common Stock equal to one hundred percent (100%) of the Initial Granted Shares (the “Tranche 3 Shares”, together with the Tranche 1 Shares and Tranche 2 Shares, the “Additional Granted Shares”). The Tranche 3 Shares will vest immediately upon grant. For the avoidance of doubt, any Tranche 1 Shares or Tranche 2 Shares granted pursuant to this Section 1(d)(iii) shall vest immediately upon grant.
(iv) Notwithstanding anything contained herein to the contrary, if at any time during the four (4) year period commencing January 1, 2012 and ending on December 31, 2015, an Additional Granting Event shall occur during the six (6) month period immediately following the termination of the Management Investor’s employment by the Company without Cause (as defined below), then the Company shall nonetheless be obligated hereunder to grant to the Management Investor the Additional Granted Shares in accordance herewith as though the Management Investor were an employee in good standing on the date of such Additional Granting Event. Except as set forth in the preceding sentence, the Management Investor must be employed (and not have given or received notice of termination) on the applicable grant date in order to be eligible for a grant of any Additional Granted Shares. Any Additional Granted Shares granted pursuant to this Section 1(d)(iv) shall vest immediately upon grant. For the avoidance of doubt, the Management Investor will have no entitlement to grants pursuant to this Section 1(d)(iv) if the Company does not achieve the relevant performance target on or prior to December 31, 2015.
(e) Without limiting any of the other terms and provisions of this Agreement, the Initial Granted Restricted Shares and Additional Granted Shares (collectively, the “Restricted Shares”) shall be subject to the following terms:
(i) Except as provided in Section 1(e)(ii)(A1(d)(ii)(A) below, if (A) other than for death or Disability, the Management Investor’s employment is terminated by the Company without Cause and (B) a waiver and release reasonably acceptable to the Company (a “Release”) is executed by the Management Investor within the time period prescribed therein after the date of such termination and becomes effective in accordance with its terms, the Management Investor shall immediately vest (upon the expiration of any revocation period applicable to such Release) as the owner of each tranche of Restricted Shares that would have vested under Section 1(c)) above, as the case may be, on the next succeeding Vesting Date applicable thereto following such termination.
(ii) The Management Investor shall immediately vest as the owner of all Restricted Shares that have not theretofore vested upon the occurrence of any of the following:
A. the termination of the Management Investor’s employment by the Company without Cause within twelve (12) months after a Change of Control (as defined below), subject to the Management Investor’s execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or
B. the termination of the Management Investor’s employment due to the Management Investor’s death or Disability (as defined below), subject to the Management Investor’s (or if applicable, the Management Investor’s representative) execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or
C. the granting to the Management Investor of Tranche 3 Shares.
(iii) Except as provided in Sections 1(e)(i1(d)(i) and 1(e)(ii1(d)(ii) above, all of the unvested Restricted Shares shall be automatically forfeited, and be deemed to have been repurchased by the Company at a purchase price of zero dollars, upon the Management Investor ceasing to be an employee of the Company (whether as a result of termination for Cause, termination without Cause, resignation, death, Disability or otherwise).
(iv) For purposes of clarification, except as otherwise expressly provided in this Agreement, the Management Investor will have all of the rights of a shareholder with respect to all of the Restricted Shares granted hereunder, including, without limitation, the right to vote such shares (subject to Section 1(e)(vi1(d)(vi) below) and the right to receive all dividends or other distributions with respect to such shares; provided, however, any dividends or other distributions paid with respect to any Restricted Shares which have not previously vested shall be withheld by the Company and shall be paid to the Management Investor only when, and if, such Restricted Shares shall become fully vested pursuant to Section 1.
(v) The Restricted Shares shall be registered in the Management Investor’s name, but any certificates evidencing such Restricted Shares shall be retained by SCT Chassis during the period prior to the vesting of such shares as set forth herein. The Management Investor shall execute a share transfer substantially in the form of Exhibit A attached hereto, in blank, with respect to such Restricted Shares and deliver the same to SCT Chassis. Upon vesting in accordance with the terms of this Agreement, the Restricted Shares shall be issued to the Management Investor free and clear of all liens, other than restrictions and legends required pursuant to federal and state securities laws and the terms of this Agreement.
(vi) To the fullest extent permitted by applicable law, the Management Investor hereby appoints FIG LLC (“FIG LLC”) as its proxy with respect to all vested and unvested Restricted Shares of which the Management Investor may be the record holder from time to time to (A) attend all meetings of the holders of the Common Stock, with full power to vote and act for the Management Investor with respect to such Restricted Shares in the same manner and to the same extent that the Management Investor might were the Management Investor personally present at such meetings, and (B) execute and deliver, on behalf of the Management Investor, any written consent in lieu of a meeting of the holders of the Common Stock in the same manner and to the same extent that the Management Investor might but for the proxy granted pursuant to this sentence. The proxy hereby granted by the Management Investor is, and shall be, irrevocable by the Management Investor (until the closing of an IPO (as defined below) upon which such proxy shall automatically terminate with respect to the Restricted Shares). FIG LLC shall have full power to substitute another person as the Management Investor’s proxy and to revoke the appointment of any such substitute proxy. Concurrently herewith, the Management Investor is hereby executing and delivering to SCT Chassis an irrevocable proxy in the form of Exhibit B attached hereto, and the Management Investor hereby agrees that it shall execute and deliver any further instrument, and take all other actions, reasonably requested by FIG LLC from time to time to evidence or otherwise give effect to the provisions of this Section 1(e)(vi1(d)(vi).
(fe) Anything herein to the contrary notwithstanding, the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered (each such action, a “Transfer”) until the applicable restrictions set forth herein are removed or expire or are expressly waived by SCT Chassis in writing, and any additional requirements or restrictions contained in this Agreement have been satisfied, terminated or expressly waived by SCT Chassis in writing. Any purported or attempted Transfer that does not comply with the terms of this Agreement shall be null and void and the purported transferee shall not be deemed to be a shareholder of SCT Chassis and shall not be entitled to receive a stock certificate (if any) or any dividends or other distributions on or in respect of the Restricted Shares subject to such purported or attempted Transfer.
(gf) In connection with the payment of any dividends, distributions or other type of payment to the Management Investor in respect of the Restricted Shares, the Company, as applicable law may provide, shall be entitled to deduct any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for the Management Investor’s account.
(hg) For the purposes of this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Samples: Management Shareholder Agreement (TRAC Intermodal LLC)
Grant of Common Stock. (a) On June 1, 2012 2016 (the “Grant Date”), the Company shall grant to the Management Investor, and the Management Investor hereby accepts, effective as of the date of such grant, a number of restricted shares of Common Stock set forth on Appendix A, attached hereto with the Fair Market Value (as defined below) per share of Common Stock set forth on Appendix A (the “Initial Granted Restricted Shares”).
(b) For the avoidance of doubt, the Initial Granted Restricted Shares shall be considered to be “Common Stock” hereunder upon grant (including prior to the vesting of any Initial Granted Restricted Shares).
(c) Subject to the terms of Section 1(e1(d) below and the other terms and provisions of this Agreement, the Initial Granted Restricted Shares shall vest in one-fourth (1/4) increments beginning on the Grant Date January 1, 2017 and thereafter on January 1 1st of each of the three years following such date (each such date, a “Vesting Date”), in each case provided that the Management Investor is still employed by the Company on such date;
(d) The Company hereby agrees to grant to the Management Investor additional shares of Common Stock in connection with the occurrence of any of the following events (each such event, an “Additional Granting Event”):
(i) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2013, the Pre-Tax Earnings (as defined below) per share of Common Stock equals or exceeds $0.75 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 1 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 1 Shares”); One-fourth (1/4) of the Tranche 1 Shares shall vest on each of the first four anniversaries of the Tranche 1 Grant Date, provided that the Management Investor is still employed by the Company on such date;
(ii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2014, the Pre-Tax Earnings per share of Common Stock equals or exceeds $1.38 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 2 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 2 Shares”); One-fourth (1/4) of the Tranche 2 Shares shall vest on each of the first four anniversaries of the Tranche 2 Grant Date, provided that the Management Investor is still employed by the Company on such date; and
(iii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2015, (i) the Pre-Tax Earnings per share of Common Stock equals or exceeds $2.04 measured over the immediately prior trailing twelve month period, or (ii) upon the realization of a full or partial equity valuation (whether by SCT Chassis or any Fortress Entity with respect to the common stock of SCT Chassis or any of its subsidiaries) equal to or in excess of $24.09 per share (subject to a minimum realization of $100 million), then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target with respect to clause (i) above (but in no event later than seventy (70) days following the end of the fiscal quarter in which such performance criteria is met), or within five (5) business days following the achievement of the performance target with respect to clause (ii) above, (such date in each case, the “Tranche 3 Grant Date”), in addition to receiving an award of any Tranche 1 Shares and/or Tranche 2 Shares to the extent not previously awarded, Management Investor will receive an additional grant of shares of restricted Common Stock equal to one hundred percent (100%) of the Initial Granted Shares (the “Tranche 3 Shares”, together with the Tranche 1 Shares and Tranche 2 Shares, the “Additional Granted Shares”). The Tranche 3 Shares will vest immediately upon grant. For the avoidance of doubt, any Tranche 1 Shares or Tranche 2 Shares granted pursuant to this Section 1(d)(iii) shall vest immediately upon grant.
(iv) Notwithstanding anything contained herein to the contrary, if at any time during the four (4) year period commencing January 1, 2012 and ending on December 31, 2015, an Additional Granting Event shall occur during the six (6) month period immediately following the termination of the Management Investor’s employment by the Company without Cause (as defined below), then the Company shall nonetheless be obligated hereunder to grant to the Management Investor the Additional Granted Shares in accordance herewith as though the Management Investor were an employee in good standing on the date of such Additional Granting Event. Except as set forth in the preceding sentence, the Management Investor must be employed (and not have given or received notice of termination) on the applicable grant date in order to be eligible for a grant of any Additional Granted Shares. Any Additional Granted Shares granted pursuant to this Section 1(d)(iv) shall vest immediately upon grant. For the avoidance of doubt, the Management Investor will have no entitlement to grants pursuant to this Section 1(d)(iv) if the Company does not achieve the relevant performance target on or prior to December 31, 2015.
(e) Without limiting any of the other terms and provisions of this Agreement, the Initial Granted Restricted Shares and Additional Granted Shares (collectively, the “Restricted Shares”) shall be subject to the following terms:
(i) Except as provided in Section 1(e)(ii)(A1(d)(ii)(A) below, if (A) other than for death or Disability, the Management Investor’s employment is terminated by the Company without Cause and (B) a waiver and release reasonably acceptable to the Company (a “Release”) is executed by the Management Investor within the time period prescribed therein after the date of such termination and becomes effective in accordance with its terms, the Management Investor shall immediately vest (upon the expiration of any revocation period applicable to such Release) as the owner of each tranche of Restricted Shares that would have vested under Section 1(c)) above, as the case may be, on the next succeeding Vesting Date applicable thereto following such termination.
(ii) The Management Investor shall immediately vest as the owner of all Restricted Shares that have not theretofore vested upon the occurrence of any of the following:
A. the termination of the Management Investor’s employment by the Company without Cause within twelve (12) months after a Change of Control (as defined below), subject to the Management Investor’s execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or
B. the termination of the Management Investor’s employment due to the Management Investor’s death or Disability (as defined below), subject to the Management Investor’s (or if applicable, the Management Investor’s representative) execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or
C. the granting to the Management Investor of Tranche 3 Shares.
(iii) Except as provided in Sections 1(e)(i1(d)(i) and 1(e)(ii1(d)(ii) above, all of the unvested Restricted Shares shall be automatically forfeited, and be deemed to have been repurchased by the Company at a purchase price of zero dollars, upon the Management Investor ceasing to be an employee of the Company (whether as a result of termination for Cause, termination without Cause, resignation, death, Disability or otherwise).
(iv) For purposes of clarification, except as otherwise expressly provided in this Agreement, the Management Investor will have all of the rights of a shareholder with respect to all of the Restricted Shares granted hereunder, including, without limitation, the right to vote such shares (subject to Section 1(e)(vi1(d)(vi) below) and the right to receive all dividends or other distributions with respect to such shares; provided, however, any dividends or other distributions paid with respect to any Restricted Shares which have not previously vested shall be withheld by the Company and shall be paid to the Management Investor only when, and if, such Restricted Shares shall become fully vested pursuant to Section 1.
(v) The Restricted Shares shall be registered in the Management Investor’s name, but any certificates evidencing such Restricted Shares shall be retained by SCT Chassis during the period prior to the vesting of such shares as set forth herein. The Management Investor shall execute a share transfer substantially in the form of Exhibit A attached hereto, in blank, with respect to such Restricted Shares and deliver the same to SCT Chassis. Upon vesting in accordance with the terms of this Agreement, the Restricted Shares shall be issued to the Management Investor free and clear of all liens, other than restrictions and legends required pursuant to federal and state securities laws and the terms of this Agreement.
(vi) To the fullest extent permitted by applicable law, the Management Investor hereby appoints FIG LLC (“FIG LLC”) as its proxy with respect to all vested and unvested Restricted Shares of which the Management Investor may be the record holder from time to time to (A) attend all meetings of the holders of the Common Stock, with full power to vote and act for the Management Investor with respect to such Restricted Shares in the same manner and to the same extent that the Management Investor might were the Management Investor personally present at such meetings, and (B) execute and deliver, on behalf of the Management Investor, any written consent in lieu of a meeting of the holders of the Common Stock in the same manner and to the same extent that the Management Investor might but for the proxy granted pursuant to this sentence. The proxy hereby granted by the Management Investor is, and shall be, irrevocable by the Management Investor (until the closing of an IPO (as defined below) upon which such proxy shall automatically terminate with respect to the Restricted Shares). FIG LLC shall have full power to substitute another person as the Management Investor’s proxy and to revoke the appointment of any such substitute proxy. Concurrently herewith, the Management Investor is hereby executing and delivering to SCT Chassis an irrevocable proxy in the form of Exhibit B attached hereto, and the Management Investor hereby agrees that it shall execute and deliver any further instrument, and take all other actions, reasonably requested by FIG LLC from time to time to evidence or otherwise give effect to the provisions of this Section 1(e)(vi1(d)(vi).
(fe) Anything herein to the contrary notwithstanding, the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered (each such action, a “Transfer”) until the applicable restrictions set forth herein are removed or expire or are expressly waived by SCT Chassis in writing, and any additional requirements or restrictions contained in this Agreement have been satisfied, terminated or expressly waived by SCT Chassis in writing. Any purported or attempted Transfer that does not comply with the terms of this Agreement shall be null and void and the purported transferee shall not be deemed to be a shareholder of SCT Chassis and shall not be entitled to receive a stock certificate (if any) or any dividends or other distributions on or in respect of the Restricted Shares subject to such purported or attempted Transfer.
(gf) In connection with the payment of any dividends, distributions or other type of payment to the Management Investor in respect of the Restricted Shares, the Company, as applicable law may provide, shall be entitled to deduct any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for the Management Investor’s account.
(hg) For the purposes of this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Samples: Management Shareholder Agreement (TRAC Intermodal LLC)
Grant of Common Stock. (a) On June December 1, 2012 2013 (the “Grant Date”), the Company shall grant to the Management Investor, and the Management Investor hereby accepts, effective as of the date of such grant, a number of restricted shares of Common Stock set forth on Appendix A, attached hereto with the Fair Market Value (as defined below) per share of Common Stock set forth on Appendix A (the “Initial Granted Shares”).
(b) For the avoidance of doubt, the Initial Granted Shares shall be considered to be “Common Stock” hereunder upon grant (including prior to the vesting of any Initial Granted Shares).
(c) Subject to the terms of Section 1(e) below and the other terms and provisions of this Agreement, the Initial Granted Shares shall vest in one-fourth (1/4) increments Beginning on the Grant Date January 1, 2014 and thereafter on January 1 1st of each of the three years following such date (each such date, a “Vesting Date”), in each case provided that the Management Investor is still employed by the Company on such date;
(d) The Company hereby agrees to grant to the Management Investor additional shares of Common Stock in connection with the occurrence of any of the following events (each such event, an “Additional Granting Event”):
(i) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2013, the Pre-Tax Earnings (as defined below) per share of Common Stock equals or exceeds $0.75 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 1 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 1 Shares”); One-fourth (1/4) of the Tranche 1 Shares shall vest on each of the first four anniversaries of the Tranche 1 Grant Date, provided that the Management Investor is still employed by the Company on such date;
(ii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2014, the Pre-Tax Earnings per share of Common Stock equals or exceeds $1.38 measured over the immediately prior trailing twelve month period, then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target (such date, the “Tranche 2 Grant Date”), the Company shall grant to the Management Investor, as of such date, a number of shares of restricted Common Stock equal to fifty percent (50%) of the Initial Granted Shares (the “Tranche 2 Shares”); One-fourth (1/4) of the Tranche 2 Shares shall vest on each of the first four anniversaries of the Tranche 2 Grant Date, provided that the Management Investor is still employed by the Company on such date; and
(iii) if, at the end of any fiscal quarter following January 1, 2012, but on or before December 31, 2015, (i) the Pre-Tax Earnings per share of Common Stock equals or exceeds $2.04 measured over the immediately prior trailing twelve month period, or (ii) upon the realization of a full or partial equity valuation (whether by SCT Chassis or any Fortress Entity with respect to the common stock of SCT Chassis or any of its subsidiaries) equal to or in excess of $24.09 per share (subject to a minimum realization of $100 million), then within five (5) business days following receipt by the Company of a SAS 100 quarterly review prepared by a third party firm validating the achievement of the performance target with respect to clause (i) above (but in no event later than seventy (70) days following the end of the fiscal quarter in which such performance criteria is met), or within five (5) business days following the achievement of the performance target with respect to clause (ii) above, (such date in each case, the “Tranche 3 Grant Date”), in addition to receiving an award of any Tranche 1 Shares and/or Tranche 2 Shares to the extent not previously awarded, Management Investor will receive an additional grant of shares of restricted Common Stock equal to one hundred percent (100%) of the Initial Granted Shares (the “Tranche 3 Shares”, together with the Tranche 1 Shares and Tranche 2 Shares, the “Additional Granted Shares”). The Tranche 3 Shares will vest immediately upon grant. For the avoidance of doubt, any Tranche 1 Shares or Tranche 2 Shares granted pursuant to this Section 1(d)(iii) shall vest immediately upon grant.
(iv) Notwithstanding anything contained herein to the contrary, if at any time during the four (4) year period commencing January 1, 2012 and ending on December 31, 2015, an Additional Granting Event shall occur during the six (6) month period immediately following the termination of the Management Investor’s employment by the Company without Cause (as defined below), then the Company shall nonetheless be obligated hereunder to grant to the Management Investor the Additional Granted Shares in accordance herewith as though the Management Investor were an employee in good standing on the date of such Additional Granting Event. Except as set forth in the preceding sentence, the Management Investor must be employed (and not have given or received notice of termination) on the applicable grant date in order to be eligible for a grant of any Additional Granted Shares. Any Additional Granted Shares granted pursuant to this Section 1(d)(iv) shall vest immediately upon grant. For the avoidance of doubt, the Management Investor will have no entitlement to grants pursuant to this Section 1(d)(iv) if the Company does not achieve the relevant performance target on or prior to December 31, 2015.
(e) Without limiting any of the other terms and provisions of this Agreement, the Initial Granted Shares and Additional Granted Shares (collectively, the “Restricted Shares”) shall be subject to the following terms:
(i) Except as provided in Section 1(e)(ii)(A) below, if (A) other than for death or Disability, the Management Investor’s employment is terminated by the Company without Cause and (B) a waiver and release reasonably acceptable to the Company (a “Release”) is executed by the Management Investor within the time period prescribed therein after the date of such termination and becomes effective in accordance with its terms, the Management Investor shall immediately vest (upon the expiration of any revocation period applicable to such Release) as the owner of each tranche of Restricted Shares that would have vested under Section 1(c)) above, as the case may be, on the next succeeding Vesting Date applicable thereto following such termination.
(ii) The Management Investor shall immediately vest as the owner of all Restricted Shares that have not theretofore vested upon the occurrence of any of the following:
A. the termination of the Management Investor’s employment by the Company without Cause within twelve (12) months after a Change of Control (as defined below), subject to the Management Investor’s execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or
B. the termination of the Management Investor’s employment due to the Management Investor’s death or Disability (as defined below), subject to the Management Investor’s (or if applicable, the Management Investor’s representative) execution and non-revocation of a Release within the time period prescribed therein after the date of such termination; or
C. the granting to the Management Investor of Tranche 3 Shares.
(iii) Except as provided in Sections 1(e)(i) and 1(e)(ii) above, all of the unvested Restricted Shares shall be automatically forfeited, and be deemed to have been repurchased by the Company at a purchase price of zero dollars, upon the Management Investor ceasing to be an employee of the Company (whether as a result of termination for Cause, termination without Cause, resignation, death, Disability or otherwise).
(iv) For purposes of clarification, except as otherwise expressly provided in this Agreement, the Management Investor will have all of the rights of a shareholder with respect to all of the Restricted Shares granted hereunder, including, without limitation, the right to vote such shares (subject to Section 1(e)(vi) below) and the right to receive all dividends or other distributions with respect to such shares; provided, however, any dividends or other distributions paid with respect to any Restricted Shares which have not previously vested shall be withheld by the Company and shall be paid to the Management Investor only when, and if, such Restricted Shares shall become fully vested pursuant to Section 1.
(v) The Restricted Shares shall be registered in the Management Investor’s name, but any certificates evidencing such Restricted Shares shall be retained by SCT Chassis during the period prior to the vesting of such shares as set forth herein. The Management Investor shall execute a share transfer substantially in the form of Exhibit A attached hereto, in blank, with respect to such Restricted Shares and deliver the same to SCT Chassis. Upon vesting in accordance with the terms of this Agreement, the Restricted Shares shall be issued to the Management Investor free and clear of all liens, other than restrictions and legends required pursuant to federal and state securities laws and the terms of this Agreement.
(vi) To the fullest extent permitted by applicable law, the Management Investor hereby appoints FIG LLC (“FIG LLC”) as its proxy with respect to all vested and unvested Restricted Shares of which the Management Investor may be the record holder from time to time to (A) attend all meetings of the holders of the Common Stock, with full power to vote and act for the Management Investor with respect to such Restricted Shares in the same manner and to the same extent that the Management Investor might were the Management Investor personally present at such meetings, and (B) execute and deliver, on behalf of the Management Investor, any written consent in lieu of a meeting of the holders of the Common Stock in the same manner and to the same extent that the Management Investor might but for the proxy granted pursuant to this sentence. The proxy hereby granted by the Management Investor is, and shall be, irrevocable by the Management Investor (until the closing of an IPO (as defined below) upon which such proxy shall automatically terminate with respect to the Restricted Shares). FIG LLC shall have full power to substitute another person as the Management Investor’s proxy and to revoke the appointment of any such substitute proxy. Concurrently herewith, the Management Investor is hereby executing and delivering to SCT Chassis an irrevocable proxy in the form of Exhibit B attached hereto, and the Management Investor hereby agrees that it shall execute and deliver any further instrument, and take all other actions, reasonably requested by FIG LLC from time to time to evidence or otherwise give effect to the provisions of this Section 1(e)(vi).
(f) Anything herein to the contrary notwithstanding, the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered (each such action, a “Transfer”) until the applicable restrictions set forth herein are removed or expire or are expressly waived by SCT Chassis in writing, and any additional requirements or restrictions contained in this Agreement have been satisfied, terminated or expressly waived by SCT Chassis in writing. Any purported or attempted Transfer that does not comply with the terms of this Agreement shall be null and void and the purported transferee shall not be deemed to be a shareholder of SCT Chassis and shall not be entitled to receive a stock certificate (if any) or any dividends or other distributions on or in respect of the Restricted Shares subject to such purported or attempted Transfer.
(g) In connection with the payment of any dividends, distributions or other type of payment to the Management Investor in respect of the Restricted Shares, the Company, as applicable law may provide, shall be entitled to deduct any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for the Management Investor’s account.
(h) For the purposes of this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Samples: Management Shareholder Agreement (TRAC Intermodal LLC)
