Shadow Stock. Subject to the following terms and conditions, the Executive shall be granted units of shadow stock ("Units") pursuant to the Xxxxxx Energy Company 1982 Shadow Stock Plan (the "Shadow Plan"), and such Units shall vest, at the time and in the amounts set forth in the following table: Date of Grant Vesting Date Number of Units November 1, 2001 October 31, 2002 300,000 Units November 1, 2002 October 31, 2003 300,000 Units November 1, 2003 October 31, 2004 300,000 Units November 1, 2004 April 30, 2005 150,000 Units Notwithstanding the foregoing, these grants will become effective only if the Committee affirmatively authorizes such grant at a meeting prior to November 1 of each year and the Committee may in its sole discretion, at any time prior to the granting of Units pursuant to this Section 4(D) alter the number of such Units to be granted and/or condition the vesting of such Units on the performance of such criteria as the Committee shall elect. In the event the Executive remains continuously employed by Parent or Xxxxxx until the applicable vesting date, then all restrictions on the Units shall expire and the Units shall vest. On each date that Units vest in accordance with the foregoing table, the then value of the Units will thereupon be credited to the Executive's account in the Xxxxxx Executive Deferred Compensation Program. In the event the Executive's employment with Parent and Xxxxxx terminates prior to the expiration of the Primary Term and following a "Change of Control" (as such term is hereinafter defined) or if the Executive's employment is terminated by Parent or Xxxxxx for reasons which do not constitute "Cause" as defined herein, then any Units which have not vested in accordance with the foregoing table shall be vested as of such termination date and all restrictions on the Units will expire and the then value of the Units will thereupon be credited to the Executive's account in the Xxxxxx Executive Deferred Compensation Program. Subject to the provisions of Section 7 below, in the event the Executive's employment with Parent and Xxxxxx terminates prior to the expiration of the Primary Term for any reason other than those set forth in the preceding sentence, then all of the Executive's rights in the Units which have not previously vested in accordance with the foregoing table shall terminate as of the date of termination, and all rights thereunder shall cease. The Units will be evidenced by a Shadow Stock Agreement between Parent and the E...

Shadow Stock million dollars, divided by (b) the fair market value of the Common Stock on the Effective Date ($45.75), rounded up to the next whole Unit (148,634 units). All restrictions on the Units will expire and the Units will become exercisable in full in the event (x) the Executive remains continuously employed through the expiration of the Primary Term, or (y) the Executive's employment terminates prior to the expiration of the Primary Term due to death, "Disability," termination by the Company without "Cause," termination by the Executive for "Good Reason," or following a "Change of Control" (as such terms are hereinafter defined). In the event the Executive's employment terminates prior to the expiration of the Primary Term for any reason other than those set forth in the preceding sentence, then the restrictions on the Units shall lapse as of the date of termination as to a portion of the Units which equals (i) the number of Units originally awarded multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from the Effective Date to the date of termination and the denominator of which is 1,825 (the number of days in the Primary Term). For purposes of determining the Executive's rights with respect to the Units under the Shadow Plan upon termination of employment due to retirement, any termination of the Executive's employment by the Company without Cause or termination by the Executive for Good Reason would be deemed to constitute a retirement. The Units shall have a ten-year term from the Effective Date, subject to earlier expiration in accordance with the Shadow Plan, in the event of voluntary resignation prior to retirement without Good Reason or termination by the Company for Cause. The Units will be evidenced by a Shadow Stock Agreement between the Company and the Executive.

Shadow Stock. The Company and the Executive have entered into a Shadow Stock Agreement dated the date of this Agreement, a copy of which is attached hereto as Exhibit A.

Shadow Stock. In connection with your employment, you are being granted a shadow stock award which will entitle you to a cash payment equal to the appreciation, if any, in the value of a 5% interest in the common stock of the Company from November 30, 1995 until November 30, 2000. The amount of appreciation will be paid to you in a lump sum as soon as practicable after the conclusion of the five-year shadow period. The value of the shadow stock at the commencement of the employment period shall be equal to 5% of the capital employed in the Company as determined on November 30, 1995. The value of the shadow stock on November 30, 2000 shall be equal to the greater of (i) 5% of the capital employed in the Company at November 30, 2000, or (ii) 5% times the net income of the Company before interest and taxes for the 12-month period ending November 30, 2000, multiplied by 8. The capital employed in the Company at November 30, 1995 and November 30, 2000 and the net income of the Company for the 12-month period ending November 30, 2000 shall be determined by the Company's outside accountants based on the books and records of the Company at such dates without audit but excluding Videojet Systems International and MICAP Technology. The determination of the Company's outside accountants shall be final and binding on the Company and you. In the event of a sale or other disposition of the stock of the Company, or substantially all of its assets, to a party other than a subsidiary or associated company while you are employed hereunder, the amount of appreciation shall be determined by subtracting 5% of the capital employed in the Company on November 30, 1995 from an amount equal to 5% of the net proceeds of the transaction, and you shall be paid the entire amount of such appreciation as soon as possible after the consummation of the transaction. In the event of your death, total permanent disability or termination of employment by the Company without cause during the five-year shadow period, you will be entitled to a cash payment equal to the appreciation, if any, in the value of the vested portion of the shares of Company stock on which this award is based, from the date hereof until the last day of the calendar month in which your death, disability or termination of employment occurs. In the case of

Related to Shadow Stock

Company Stock The authorized capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.
Shares The term “
Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.
Common Stock 1 Company........................................................................1
Escrow of Shares (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.
Stock Splits, Stock Dividends, etc In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Subsection 7.12.
Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:
Common Shares 4 Company...................................................................................... 4
Stock In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement, the number of shares and exercise price shall be proportionately adjusted as set forth in Section 5.1(m) of the Plan.
Stock Fully Paid; Reservation of Shares All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

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