QUANEX BUILDING PRODUCTS CORPORATION EXECUTIVE PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Exhibit 10.14
EXECUTIVE PERFORMANCE STOCK AWARD AGREEMENT
<<Name>>
Grantee
Grantee
Date of Award:
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Target Number of Shares of Common Stock:
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AWARD GRANT
| 1. | GRANT OF PERFORMANCE STOCK AWARD. The Compensation Committee (the “Committee”) of the Board
of Directors of Quanex Building Products Corporation, a Delaware corporation (the “Company”),
pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”),
hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth
above, an opportunity to receive shares of the Company’s Common Stock, $0.01 par value per
share (the “Common Stock”), based upon attainment of the Performance Goals during the
Performance Period on the terms and conditions set forth in this Performance Stock Award
Agreement (this “Agreement”). |
For purposes of this Agreement, the term “Performance Period” means the
_____-year period
beginning , 20
_____, and ending , 20
_____
(the “Ending Date”). For
purposes of this Agreement, the term “Performance Goals” means .
| 2. | FINAL PERFORMANCE FACTOR. The aggregate number of shares of the Common Stock to be issued to
you under this Agreement (the “Shares”) is equal to the Target Number of Shares of Common
Stock set forth above multiplied by the Final Performance Factor (which is determined as
provided below): |
2.1 The Final Performance Factor shall be equal to one (1) if (a) the Company achieves the
Target Milestone during the Performance Period and does not achieve the Maximum Milestone
during the Performance Period, (b) a Change in Control of the Company has not occurred on or
before the last day of the Performance Period, and (c) you remain in the active employ of
one or more members of the Company Group through the last day of the Performance Period.
For purposes of this Agreement, the “Target
Milestone” means and the “Maximum
Milestone” means .
2.2 The Final Performance Factor shall be equal to two (2) if (a) the Company achieves the
Maximum Milestone during the Performance Period, (b) a Change in Control of the Company has
not occurred on or before the last day of the Performance Period, and (c) you remain in the
active employ of one or more members of the Company Group through the last day of the
Performance Period.
2.3 The Final Performance Factor shall be equal to three-fourths (3/4) if (a) the Company
achieves the Threshold Milestone during the Performance Period and does not achieve the
Target Milestone during the Performance Period, (b) a Change in Control of the Company has
not occurred on or before the last day of the Performance Period, and (c) you remain in the
active employ of one or more members of the Company Group through the last day of the
Performance Period. For purposes of this Agreement, the “Threshold Milestone” means
.
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2.4 If the performance standard achieved with respect to a particular Performance Goal is
between the Threshold Milestone and the Target Milestone or between the Target Milestone and
the Maximum Milestone, the applicable Final Performance Factor shall be determined by
interpolation.
For example, assume that the Committee grants an executive a performance based
compensation award under the Plan that is contingent upon achieving Performance
Goal A and Performance Goal B, weighting the importance of the goals as 50% and 50%,
respectively. The Committee establishes Threshold, Target and Maximum Milestones for
each Goal. The Final Performance Factor assigned for achieving the threshold, target
and maximum performance standards are 3/4, 1 and 2, respectively. Finally, assume that
the executive is awarded 2,000 Performance Shares with a Target Value of $100, is
continuously employed by the Company throughout the Performance Period and achieves
the Maximum Milestone for Performance Goal A, and precisely halfway between the
Target and Maximum Milestones for Performance Goal B. The total amount payable to
the executive under the award is $250,000, which is determined as follows: The
amount payable to the executive with respect to Performance Goal A is $100,000 (50%
(Performance Goal Percentage) x 2,000 (Performance Shares) x $100 (Performance Share
Value) x 1 (Final Performance Factor) = $100,000), and the amount payable to the
executive with respect to Performance Goal B is $150,000 (50% (Performance Goal
Percentage) x 2000 (Performance Shares) x $100 (Target Value) x 1.5 (Final
Performance Factor)= $150,000).
2.5 If the Threshold Milestone is not achieved during the Performance Period and a Change in
Control of the Company has not occurred on or before the last day of the Performance Period,
then the award pursuant to this Agreement shall lapse and be forfeited as of the last day of
the Performance Period.
2.6 The Committee’s determinations with respect to the Performance Period for purposes of
this Agreement shall be binding upon all persons. The Committee may not increase the amount
payable under this Agreement.
| 3. | PAYMENT. Unless otherwise provided in this Agreement, the Company, on behalf of the
Employer, shall cause the Shares to be issued to you on
_____, 20
_____
(the “Payment
Date”). |
Upon the issuance of Shares pursuant to this Agreement the Shares shall be transferable by
you (except to the extent that any proposed transfer would, in the opinion of counsel
satisfactory to the Company, constitute a violation of applicable federal or state
securities law).
| 4. | TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL OF THE COMPANY. The following provisions will
apply in the event your employment with the Company and all Affiliates (collectively, the
“Company Group”) terminates, or a Change in Control of the Company occurs, on or before the
last day of the Performance Period. |
4.1 Termination Generally. If your employment with the Company Group terminates on
or before the last day of the Performance Period for any reason other than one of the
reasons described in Sections 4.2 through 4.5 below, all of your rights in the Agreement
will lapse and be completely forfeited on the date your employment terminates.
(i) Termination Without Cause or for Good Reason in Connection With a Potential
Change in Control of the Company Before the Ending Date. If (a) the Company
Group terminates your employment without Cause (as defined in the Change in Control
Agreement between you and the Company) on or before the Ending Date prior to a Change
in Control of the Company (whether or not a Change in Control of the Company ever
occurs) and such termination is at the request or direction of a person who has
entered into an agreement with the Company the consummation of which would constitute
a Change in Control of the Company or is otherwise in connection with or in
anticipation of a Change in Control of the Company (whether or not a Change in Control of the Company ever occurs) or (b) you terminate your employment
with the Company Group for Good Reason (as defined in the Change in Control Agreement
between you and the Company) on or before the Ending Date prior to a Change in
Control of the Company (whether or not a Change in Control of the Company ever
occurs),
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and such termination or the circumstance or event which constitutes Good
Reason occurs at the request or direction of a person who has entered into an
agreement with the Company the consummation of which would constitute a Change in
Control of the Company or is otherwise in connection with or in anticipation of a
Change in Control of the Company (whether or not a Change in Control of the Company
ever occurs), then ten (10) business days after the date your employment relationship
with the Company Group terminates, the Company will issue to you that number of
shares of the Common Stock equal to the product of (A) the Target Number of Shares of
Common Stock set forth in this Agreement and (B) a fraction, the numerator of which
is the number of years from the beginning of the Performance Period (rounded up to
the nearest full year) through the date of the Change in Control of the Company and
the denominator of which is the number of years in the Performance Period.
(ii) Employment Not Terminated Before a Change in Control of the Company on or
Before the Ending Date. If a Change in Control of the Company occurs on or
before the Ending Date and your employment with the Company Group does not terminate
before the date the Change in Control of the Company of the Company occurs, then
ten (10) business days after the date of the closing of the Change in Control of the
Company, the Company will issue to you that number of shares of the Common Stock
equal to the product of (A) the Target Number of Shares of Common Stock set forth in
this Agreement and (B) a fraction, the numerator of which is the number of years from
the beginning of the Performance Period (rounded up to the nearest full year) through
the date of the Change in Control of the Company and the denominator of which is the
number of years in the Performance Period.
4.2 Permanent Disability. Notwithstanding any other provision of the Agreement or
these Terms and Conditions to the contrary, if your employment with the Company Group
terminates because you incur a Permanent Disability before the last day of the Performance
Period then the Company will issue to you shares of Common Stock in an amount equal to the
product of (1) and (2) where (1) is the number of shares you would have received under the
Agreement if your employment with the Company Group had not been terminated before the end
of the Performance Period and (2) is a fraction, the numerator of which is the number of
days from the beginning of the Performance Period through the date your employment with the
Company Group terminates and the denominator of which is the number of days in the
Performance Period. Any amount payable pursuant to this Section will be paid to you on the
Payment Date. After such Shares are issued to you, you will have no further rights with
respect to the Agreement and the Company Group will have no further obligations to you
pursuant to the Agreement.
4.3 Death. Notwithstanding any other provision of the Agreement or these Terms and
Conditions to the contrary, if you die before the last day of the Performance Period and
while in the active employ of one or more members of the Company Group, then the Company
will issue to your estate shares of Common Stock in an amount equal to the product of (1)
and (2) where (1) is the number of shares you would have received under the Agreement if
your employment with the Company Group had not been terminated before the end of the
Performance Period and (2) is a fraction, the numerator of which is the number of days from
the beginning of the Performance Period through the date your employment with the Company
Group terminates and the denominator of which is the number of days in the Performance
Period. Any amount payable pursuant to this Section 4.4 will be paid to your estate on the
Payment Date. After such Shares are issued, the Company Group will have no further
obligations to you pursuant to the Agreement.
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4.4 Retirement. Notwithstanding any other provision of the Agreement or these Terms
and Conditions to the contrary, if your employment with the Company Group terminates due to
your Retirement before the last day of the Performance Period then the Company will issue to
you shares of Common Stock in an amount equal to the product of (1) and (2) where (1) is the
number of shares you would have received under the Agreement if your employment with the
Company Group had not been terminated before the end of the Performance Period and (2) is a
fraction, the numerator of which is the number of days from the beginning of the Performance
Period through the date your employment with the Company Group terminates and the
denominator of which is the number of days in the Performance Period. Any amount payable
pursuant to this Section 4.5 will be paid to you on the Payment Date. After such Shares are
issued to you, you will have no further rights with respect to the Agreement and the Company
Group will have no further obligations to you pursuant to the Agreement. For purposes of
this Section 4.5, “Retirement” means the voluntary termination of your employment
relationship with the Company Group on or after the date on which (a) you are age 65 or
(b) you are age 55 and have five years of service with the Company Group.
| 5. | TAX WITHHOLDING. To the extent that the issuance of Shares pursuant to the Agreement results
in income, wages or other compensation to you for any income, employment or other tax purposes
with respect to which the Company or the legal entity that is a member of the Company Group
and that is classified as your employer (the “Employer”) has a withholding obligation, you
shall deliver to the Company at the time of such receipt or issuance, as the case may be, such
amount of money as the Company or the Employer may require to meet its obligation under
applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to
withhold from the Shares or from any cash or stock remuneration or other payment then or
thereafter payable to you by the Company or the Employer any tax required to be withheld by
reason of such taxable income, wages or compensation including (without limitation) shares of
Common Stock sufficient to satisfy the withholding obligation based on the last per share
sales price of the Common Stock for the trading day immediately preceding the date that the
withholding obligation arises, as reported in the New York Stock Exchange Composite
Transactions. |
| 6. | NONTRANSFERABILITY. The Agreement is not transferable by you otherwise than by will or by
the laws of descent and distribution. Your rights under this Agreement may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of
(other than by will or the applicable laws of descent and distribution). Any such attempted
sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in
violation of this Agreement shall be void and the Company Group shall not be bound thereby. |
| 7. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the award granted under the
Agreement shall not affect in any way the right or power of the Company or any company the
stock of which is awarded pursuant to the Agreement to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or its business,
engage in any merger or consolidation, issue any debt or equity securities, dissolve or
liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or
business, or engage in any other corporate act or proceeding. |
| 8. | AWARD UNDER THE AGREEMENT DOES NOT AWARD ANY RIGHTS OF A SHAREHOLDER. You shall not have the
voting rights or any of the other rights, powers or privileges of a holder of the Common Stock
with respect to the award granted to you under the Agreement. Only after the Shares are
issued in exchange for your rights under this Agreement will you have all of the rights of a
shareholder with respect to such Shares issued in exchange for your rights under this
Agreement. |
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| 9. | EMPLOYMENT RELATIONSHIP. For purposes of the Agreement, you shall be considered to be in the
employment of the Company Group as long as you have an employment relationship with the
Company Group. The Committee shall determine any questions as to whether and when there has
been a termination of such employment relationship, and the cause of such termination, under
the Plan, and the Committee’s determination shall be final and binding on all persons. |
| 10. | NOT AN EMPLOYMENT AGREEMENT. The Agreement is not an employment agreement, and no provision
of the Agreement shall be construed or interpreted to create an employment relationship
between you and the Company or any Affiliate or guarantee the right to remain employed by the
Company or any Affiliate for any specified term. |
| 11. | SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the
Securities Act of 1933, you consent to the placing on any certificate for the Shares of an
appropriate legend restricting resale or other transfer of the Shares except in accordance
with such Act and all applicable rules thereunder. |
| 12. | LIMIT OF LIABILITY. Under no circumstances will the Company or an Affiliate be liable for
any indirect, incidental, consequential or special damages (including lost profits) of any
form incurred by any person, whether or not foreseeable and regardless of the form of the act
in which such a claim may be brought, with respect to the Plan. |
| 13. | REGISTRATION. The Shares that may be issued under the Plan are registered with the
Securities and Exchange Commission under a Registration Statement on Form S-8. |
| 14. | SALE OF SECURITIES. The Shares that may be issued under this Agreement may not be sold or
otherwise disposed of in any manner that would constitute a violation of any applicable
federal or state securities laws. You also agree that (a) the Company may refuse to cause the
transfer of the Shares to be registered on the stock register of the Company if such proposed
transfer would in the opinion of counsel satisfactory to the Company constitute a violation of
any applicable federal or state securities law and (b) the Company may give related
instructions to the transfer agent, if any, to stop registration of the transfer of the
Shares. |
| 15. | EMPLOYER LIABLE FOR PAYMENT. Except as specified in Section 4.2, the Employer is liable for
the payment of any amounts that become due under the Agreement. |
| 16. | MISCELLANEOUS. The Agreement is awarded pursuant to and is subject to all of the provisions
of the Plan, including amendments to the Plan, if any. In the event of a conflict between
these Terms and Conditions and the Plan provisions, the Plan provisions will control. The
term “you” and “your” refer to the Grantee named in the Agreement. Capitalized terms that are
not defined herein shall have the meanings ascribed to such terms in the Plan or the
Agreement. |
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In accepting the award granted in this Agreement you accept and agree to be bound by all the terms
and conditions of the Plan, this Agreement and the Terms and Conditions.
| QUANEX BUILDING | ||||
| PRODUCTS CORPORATION | ||||
| Xxxxxxx Xxxx — Chief Executive Officer |
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