MICHAEL BAKER CORPORATION Michael Baker Corporation Long-Term Incentive Plan RESTRICTED STOCK AGREEMENT
Exhibit 10.2
EXHIBIT 4
XXXXXXX XXXXX CORPORATION
Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan
RESTRICTED STOCK AGREEMENT
Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan
RESTRICTED STOCK AGREEMENT
Xxxxxxx Xxxxx Corporation (the “Corporation”) and , a key
employee (the “Grantee”) of the Corporation, in consideration of the covenants and agreements
herein contained and intending to be legally bound hereby, agree as follows:
SECTION 1: Stock Award
1.1 Award. Subject to the terms and conditions set forth in this Restricted Stock
Agreement (this “Agreement”) and to the terms of the Xxxxxxx Xxxxx Corporation Long-Term Incentive
Plan (the “Plan”), the Corporation hereby awards to the Grantee ___shares of the
Corporation’s common stock, par value $1.00, (the “Common Stock”) on ___
(the “Grant Date”), subject to adjustment as provided in Section 8 of the Plan. Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Plan.
1.2 Acceptance. The Grantee accepts the award confirmed hereby, and agrees to be
bound by the terms and provisions of this Agreement and the Plan, as the Agreement and the Plan may
be amended from time to time; provided, however, that no alteration, amendment, revocation or
termination of this Agreement or the Plan shall, without the written consent of the Grantee,
adversely affect the rights of the Grantee with respect to the award.
1.3 Dividend Rights. During the period prior to vesting, the Grantee will have the
right to receive dividends paid with respect to the Common Stock in cash, provided that the Grantee
is employed by the Corporation on the dividend record date. In the event that the Grantee receives
additional shares as an adjustment with respect to the award, such additional shares will be
subject to the same restrictions as if granted under this Agreement as of the Grant Date.
“Corporation,” when used herein with reference to employment of the Grantee, shall include any
Affiliate of the Corporation.
SECTION 2: Restrictions on Transfer
2.1 Nontransferable. No shares of Common Stock awarded hereunder or any interest
therein may be sold, transferred, assigned, pledged or otherwise disposed of (any such action being
hereinafter referred to as a “Disposition”) by the Grantee until such time as this restriction
lapses with respect to such shares pursuant to Sections 3.1, 3.2 or 3.3 hereof, and any attempt to
make such a Disposition shall be null and void and result in the immediate forfeiture and return to
the Corporation without consideration of any shares of Common Stock as to which restrictions on
Disposition shall at such time be in effect.
2.2 Legend. The Grantee agrees that a restrictive legend in substantially the
following form may be placed on the shares of Common Stock awarded hereunder:
“The sale, transfer, assignment, pledge or other disposition of the shares represented hereby
is subject to the restrictions set forth in the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan
and in the Restricted Stock Agreement executed thereunder dated as of June 17, 2010, copies of each
of which are available for inspection at the office of the Human Resources Department of the
Xxxxxxx Xxxxx Corporation. No such transaction shall be recognized as valid or effective unless
there shall have been compliance with the terms and conditions of such Plan and Agreement.”
2.3 Custody. The Grantee hereby authorizes the Corporation or its agents to retain
custody of the Common Stock awarded hereunder until such time as the restrictions on Disposition
lapse. As soon as practicable after the date on which restrictions on Disposition of any shares
lapse, the Corporation will cause such shares to be issued to or credited to a book-entry account
in the Grantee’s name with the restrictive legend described in Section 2.2 hereof removed. As soon
as practicable, if requested by the Corporation, the Grantee shall deliver a signed copy of this
Agreement to the Corporation’s Human Resources Department. The Grantee understands that the
transfer agent for the Common Stock will be instructed to effect transfers of the shares of Common
Stock awarded hereunder only upon satisfaction of the conditions set forth herein and in the Plan.
SECTION 3: Vesting, Forfeiture, Termination of Employment and Disability
3.1 Vesting Period and Forfeiture.
(a) Vesting. Subject to Sections 3.2, 3.3 and 4.6 hereof, if the Grantee remains continuously
employed by the Corporation through the close of business on the dates listed below, the
restrictions on Disposition on the number of shares of restricted Common Stock set forth next to
such particular date (as may be adjusted under Section 8 of the Plan) will lapse upon such date and
the Grantee shall receive the shares of Common Stock free of such restrictions on Disposition:
Date | Number of Shares | |
One year anniversary of Date of Award |
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Two year anniversary of Date of Award |
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Three year anniversary of Date of Award |
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(b) Forfeiture Upon Termination of Employment. Upon the effective date of a termination of
the Grantee’s employment with the Corporation occurring prior to the lapse of restrictions on
Disposition pursuant to this Section 3.1 or pursuant to Sections 3.2 or 3.3 hereof, all shares of
Common Stock then subject to restrictions on Disposition shall immediately be forfeited and
returned to the Corporation without consideration or further action being required of the
Corporation. The effective date of the Grantee’s termination shall be the date upon which the
Grantee ceases to perform services as an employee of the Corporation, without regard to accrued
vacation, severance or other benefits or the characterization thereof on the payroll records of the
Corporation.
3.2 Specified Terminations of Employment.
(a) Death, Retirement, Sale of Business. The restrictions on Disposition of the Common Stock
set forth in Section 2.1 hereof shall lapse immediately upon termination of the Grantee’s
employment with the Corporation if such termination is by reason of (i) the Grantee’s death, (ii)
the Grantee’s retirement under any retirement plan of the Corporation then in effect, or
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(iii) the Grantee’s termination of employment by the Corporation due to a sale of a business unit
or subsidiary of the Corporation by which the Grantee is employed.
(b) Change in Control. If the Grantee’s employment is terminated by the Corporation “without
cause,” as defined in Section 3.5(d) of the Plan, within two years after a Change in Control
occurring after the Grant Date, the restrictions on Disposition of the Common Stock set forth in
Section 2.1 hereof shall lapse immediately upon termination of the Grantee’s employment with the
Corporation.
3.3 Disability. The restrictions on Disposition of the Common Stock set forth in
Section 2.1 hereof shall lapse on the termination of Grantee’s employment due to the disability of
the Grantee as covered by a long-term disability plan of the Corporation or an Affiliate then in
effect.
SECTION 4: Miscellaneous
4.1 No Right to Employment. Neither the award of Common Stock nor anything else
contained in this Agreement or the Plan shall be deemed to limit or restrict the right of the
Corporation to terminate the Grantee’s employment at any time, for any reason, with or without
cause.
4.2 Compliance with Laws. Notwithstanding any other provision of this Agreement, the
Grantee hereby agrees to take any action, and consents to the taking of any action by the
Corporation, with respect to the Common Stock awarded hereunder necessary to achieve compliance
with applicable laws or regulations in effect from time to time. Any determination in this
connection by the Committee shall be final, binding and conclusive. The Corporation shall in no
event be obligated to register any securities pursuant to the Securities Act of 1933 (as the same
shall be in effect from time to time) or to take any other affirmative action in order to cause the
award of Common Stock under the Plan, the lapsing of restrictions thereon or the delivery of shares
in book-entry form or otherwise therefore to comply with any law or regulation in effect from time
to time.
4.3 Plan Governs. This is the Award Agreement referred to in Section 2.3(b) of the
Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern. A copy of the Plan may be obtained from the Corporation’s Human Resources
Department.
4.4 Liability for Breach. The Grantee hereby indemnifies the Corporation and holds
it harmless from and against any and all damages or liabilities incurred by the Corporation
(including liabilities for attorneys’ fees and disbursements) arising out of any breach by the
Grantee of this Agreement, including, without limitation, any attempted Disposition in violation of
Section 2.1 hereof.
4.5 Tax Withholding. The Grantee shall be advised by the Corporation as to the
amount of any federal, state, local or foreign income or employment taxes required to be withheld
on the compensation income resulting from the award of, or lapse of restrictions on, the Common
Stock. The Grantee shall pay any taxes required to be withheld directly to the Corporation in cash
upon request; provided, however, that where the restrictions on Disposition set forth in Section
2.1 hereof have lapsed the Grantee may satisfy such obligation in whole or in part by requesting
the Corporation in writing to withhold from the Common Stock otherwise deliverable to the Grantee or by
delivering to the Corporation shares of its Common Stock having a Fair Market Value, on the date
the restrictions lapse equal to the amount of the aggregate minimum statutory withholding tax
obligation to be so
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satisfied, in accordance with such rules as the Committee may prescribe. The
Corporation’s obligation to issue or credit shares to the Grantee is contingent upon the Grantee’s
satisfaction of an amount sufficient to satisfy any federal, state, local or other withholding tax
requirements, notwithstanding the lapse of the restrictions thereon.
4.6 Forfeiture and Repayment. If:
(a) during the course of the Grantee’s employment with the Corporation, the Grantee engages in
conduct or it is discovered that the Grantee engaged in conduct that is materially adverse to the
interests of the Corporation, including failures to comply with the Corporation’s rules or
regulations, fraud, or conduct contributing to any financial restatements or irregularities; or
(b) during the course of the Grantee’s employment with the Corporation, the Grantee engages in
or it is discovered that the Grantee engaged in competition with the Corporation or its Affiliates;
the Corporation may cancel all or any portion of this award with respect to the shares subject to
restrictions on Disposition and/or require repayment of any shares (or the value thereof) or
amounts which were acquired from the award. The Corporation shall have sole discretion to
determine what constitutes such conduct. Notwithstanding the foregoing, the prohibition on
competition provided in Section 4.6(b) shall not apply to any post-termination period of employment
where the Grantee’s employment is terminated “without cause”, as defined in Section 3.5(d) of the
Plan, within two years following the occurrence of a Change of Control.
4.7 Governing Law. This Agreement shall be construed and enforced in accordance with
the laws of the Commonwealth of Pennsylvania, other than any choice of law provisions calling for
the application of laws of another jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.
XXXXXXX XXXXX CORPORATION |
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By: | ||||
Xxxxxxx X. Xxxxxxx | ||||
President and Chief Executive Officer | ||||
GRANTEE |
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