Employee
R E S T R I C T E D S T O C K P U R C H A S E A G R E E M E N T
Non-transferable
GRANT TO
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("Grantee")
by Movie Gallery, Inc. (the "Corporation") of
shares of its common stock, $0.001 par value (the "Shares")
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pursuant to and subject to the provisions of the Movie Gallery, Inc. 2003
Stock Plan, as amended, and to the terms and conditions set forth on the
following page (the "Terms and Conditions"). By accepting the Shares, Grantee
shall be deemed to have agreed to the terms and conditions set forth in this
Agreement and the Plan.
Unless vesting is accelerated in accordance with the Plan or in the
discretion of the Board or the Committee, the Shares will vest (become non-
forfeitable) in accordance with the following schedule:
Continuous Employment
after the Grant Date Percent of Vested Shares
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One year 25%
Two years 50%
Three years 75%
Four years 100%
IN WITNESS WHEREOF, Movie Gallery, Inc., acting by and through its duly
authorized officers, has caused this Agreement to be executed as of the Grant
Date.
MOVIE GALLERY, INC.
By:
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Accepted by:
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Grant Date:
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TERMS AND CONDITIONS
1. Grant of Shares. The Corporation hereby grants to the Grantee named on page
1 hereof, subject to the restrictions and the other terms and conditions set
forth in the Plan and in this Agreement, the number of shares indicated on
page 1 hereof of the Corporation's $0.001 par value common stock (the
"Shares"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Plan.
2. Restrictions. The Shares are subject to each of the following restrictions.
"Restricted Shares" mean those Shares that are subject to the restrictions
imposed hereunder which restrictions have not then expired or terminated.
Restricted Shares may not be sold, transferred, exchanged, assigned, pledged,
hypothecated or otherwise encumbered. If Xxxxxxx's employment with the
Corporation or any Parent or Subsidiary terminates for any reason other than
as set forth in paragraph (b) of Section 3 hereof, then Grantee shall forfeit
all of Grantee's right, title and interest in and to the Restricted Shares as
of the date of employment termination, and such Restricted Shares shall revert
to the Corporation immediately following the event of forfeiture. The
restrictions imposed under this Section shall apply to all shares of Common
Stock or other securities issued with respect to Restricted Shares hereunder
in connection with any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the Common Stock.
3. Expiration and Termination of Restrictions. The restrictions imposed under
Section 2 will expire on the earliest to occur of the following (the period
prior to such expiration being referred to herein as the "Restricted Period"):
(a) as to the percentages of the Shares specified on page 1 hereof, on the
respective dates specified on page 1 hereof; provided Grantee is then still
employed by the Corporation or a Parent or Subsidiary; or
(b) as to all of the Shares, the termination of Grantee's employment from the
Corporation or a Parent or Subsidiary due to death.
4. Delivery of Shares. The Shares will be registered in the name of Grantee as
of the Grant Date and may be held by the Corporation during the Restricted
Period in certificated or uncertificated form. If a certificate for Restricted
Shares is issued during the Restricted Period, such certificate shall be
registered in the name of Grantee and shall bear an appropriate legend
reflecting the terms of this Agreement. At the expiration of the Restricted
Period, the Corporation shall either, at its discretion, (i) cause a stock
certificates for the Shares, without the above legend, to be delivered to
Grantee or Grantee's designee, or (ii) deliver the Shares in uncertificated
form to a brokerage firm for Grantee's account, without restriction; provided
that, in either case, delivery may be postponed for such period as may be
required for the Corporation with reasonable diligence to comply, if deemed
advisable by the Corporation, with registration requirements under the
Securities Act of 1933, listing requirements of any stock exchange, and
requirements under any other law or regulation applicable to the issuance or
transfer of the Shares.
5. Voting and Dividend Rights. Xxxxxxx, as beneficial owner of the Shares,
shall have full voting and dividend rights with respect to the Shares during
and after the Restricted Period. If Grantee forfeits any rights he may have
under this Agreement, Grantee shall no longer have any rights as a stockholder
with respect to the Restricted Shares or any interest therein and Grantee
shall no longer be entitled to receive dividends on such stock.
6. Changes in Capital Structure. The provisions of the Plan shall apply in the
case of a change in the capital structure of the Corporation.
7. No Right of Continued Employment. Nothing in this Agreement shall interfere
with or limit in any way the right of the Corporation or any Parent or
Subsidiary to terminate Grantee's employment at any time, nor confer upon
Grantee any right to continue employment.
8. Payment of Taxes. Grantee will, no later than the date as of which any
amount related to the Shares first becomes includable in Grantee's gross
income for federal income tax purposes, pay to the Corporation, or make other
arrangements satisfactory to the Board or the Committee regarding payment of,
any federal, state and local taxes of any kind required by law to be withheld
with respect to such amount. The Corporation may, but need not, allow Grantee
to satisfy such withholding obligation, in whole or in part, by withholding
from the award Shares having a Fair Market Value on the date of withholding
equal to the minimum amount (and not any greater amount) required to be
withheld for tax purposes. The obligations of the Corporation under this
Agreement will be conditional on such payment or arrangements, and the
Corporation or its Parent or Subsidiaries will, to the extent permitted by
law, have the right to deduct any such taxes from the award or any payment of
any kind otherwise due to Grantee.
9. Amendment. The Board of the Committee may amend, modify or terminate this
Agreement without approval of Grantee; provided, however, that such amendment,
modification or termination shall not, without Grantee's consent, reduce or
diminish the value of this award determined as if it had been fully vested on
the date of such amendment or termination.
10. Plan Controls. The terms contained in the Plan are incorporated into and
made a part of this Agreement and this Agreement shall be governed by and
construed in accordance with the Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall be controlling and determinative.
11. Notice. Notices under this Agreement must be in writing and either
personally delivered or sent by registered or certified US mail, return
receipt requested, postage prepaid. Notices to the Corporation must be
addressed to Movie Gallery, Inc., 000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000:
Attn: Secretary, or any other address designated by the Corporation in a
written notice to Grantee. Notices to Grantee will be directed to the address
of Grantee then currently on file with the Corporation, or at any other
address given by Grantee in a written notice to the Corporation.
