2000 RESTRICTED STOCK AWARD AGREEMENT
Xxxxxxx Purina Company ("Company"), pursuant to its 1999 Incentive Stock Plan
("Plan"), grants to Xxxxxxx X. Xxxxxxx ("Recipient") a Restricted Stock Award of
600,000 shares of its $.10 par value Common Stock. The Award is subject to the
provisions of the Plan and to the following terms and conditions of this
Agreement:
1. Delivery
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A share certificate for this Award ("Certificate"), with a legend
restricting transfer as set forth below, will be issued by the Company
to Recipient upon Recipient's delivering to the Company a signed
acknowledgment and acceptance of the Award. Upon lapse of the
restrictions described below, a new non-legended certificate,
representing the shares released from such restrictions, will be issued
and delivered to Recipient upon surrenderof the Certificate.
2. Restrictions
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The shares are subject to restrictions which shall be released on
November 16, 2005. Except as otherwise provided herein, neither the
shares nor any ownership interest therein may be sold, pledged,
transferred or otherwise disposed of prior to November 16, 2005.
3. Acceleration
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All shares will be immediately released from restrictions in the
event of:
a) the Recipient's ceasing to serve on the Board of Directors of the
Company because he has failed to win reelection to the Board upon a
vote of shareholders on such matter;
b) A Change in Control;
c) Death of Recipient; or
d) Declaration by the Board of the total and permanent
disability of Recipient.
4. Forfeiture
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All rights in and to any and all shares granted pursuant to this Award
which have not otherwise been released from the restrictions described
herein shall be forfeited (i) upon the occurrence of any of the events
set forth in Sections IV.A. 3 or 4 of the Plan; or (ii) upon
Recipient's failure to agree to stand for reelection to the Board of
Directors, and to serve on the Board upon being reelected, for periods
extending through November 16, 2005, other than due to the Board's
declaration of Recipient's total and permanent disability.
5. Shareholder Rights
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Recipient shall be entitled, prior to the release of restrictions
as set forth above, to all shareholder rights except the right to sell,
pledge, transfer or otherwise dispose of the shares, and except that all
dividends declared and paid with respect to restricted shares will be
held by the Company in a tax-deferred account until release of
restrictions. Interest will be credited to the account at the end of
the quarter following the payment of a dividend into the account
and quarterly thereafter on the full amount in the account until the
account is distributed. Interest shall be calculated at a rate equal
to the average of the daily close of business prime rates for the
quarter, as such prime rates are established by Xxxxxx Guaranty
Trust Company of New York, or such other bank as may be designated by
the Human Resources Committee of the Board of Directors of the Company
("Committee"). On the date on which restrictions are released, all
dividends and interest accrued to that date with respect to the shares
on which the restrictions are released will be payable to Recipient.
In the event that the restrictions are not released and the award
is forfeited pursuant to Paragraph 4 above, Recipient shall not be
entitled to receive any dividends and interest which may have accrued
with respect to the shares so forfeited, unless approved by the Board.
6. Covenant Not to Compete
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Recipient agrees that, for a period of five years after a Change in
Control, he will not engage in competition with the Company or its
Affiliates, or any successors thereto, with respect to any business
conducted by the Company or its Affiliates immediately prior to such
Change in Control.
7. Definitions
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Unless otherwise defined herein, capitalized terms shall have the
meaning defined in the Plan.
"Beneficial Ownership" shall mean "beneficial ownership" as defined
in Rule 13d-3 promulgated under Section 13(d) of the Securities
Exchange Act of 1934.
"Change in Control" shall mean (i) an acquisition by any Person, or by a
Person and its Affiliates, of the Beneficial Ownership of fifty percent
(50%) or more of the then outstanding Common Stock of the Company
(other than acquisitions by the Company, an Affiliate of the Company,
or any trustee or other fiduciary holding the Company's Common Stock
pursuant to the terms of any Company benefit plan or grantor trust
established by the Company in connection with its obligations under
any Company benefit plan or plans); or (ii) such a change in the
membership of the Board of Directors of the Company that Continuing
Directors shall have ceased (for any reason) to constitute at least
a majority of the Board.
"Continuing Director" shall mean a member of the Board of Directors
as of the date of this Agreement, and any other Director who was
appointed or nominated for election to the Board of Directors by a
majority of the Continuing Directors then in office.
"Person" shall mean any natural person, firm, individual, company,
corporation, partnership, joint venture, joint stock company, limited
liability company, business trust, trust, association or any other
business organization or entity, whether incorporated or
unincorporated, or any division thereof.
8. Effective Date
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This Award shall be deemed to be effective November 16, 2000.
XXXXXXX PURINA COMPANY
By:/s/ X. X. Xxx
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X. X. Xxx
Vice President and General Counsel
ACKNOWLEDGED AND ACCEPTED:
/s/ X. X. Xxxxxxx
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Recipient
Date:12/20/00
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