AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10(o)
AMENDED
AND RESTATED
THIS
AMENDED AND RESTATED STOCK AWARD AGREEMENT is made as of this 1st day of March,
2006 (the “Agreement”), by and between Tasty Baking Company (“Company”) and
______________________________ (“Grantee”).
WHEREAS,
the Company and Grantee entered into a Restricted Stock Award Agreement dated
as
of October 29, 2004 (the “Prior Agreement”), providing for a grant of shares of
the Company’s common stock pursuant to the Tasty Baking Company 2003 Long Term
Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and
the Prior Agreement; and
WHEREAS,
the parties intend to amend the Prior Agreement to properly reflect the terms
of
the subject stock award as authorized by the Compensation Committee of the
Board
of Directors of the Company.
NOW,
THEREFORE, the Company and Grantee, intending to be legally bound, hereby agree
as follows:
1. As
of
October 29, 2004 (the “Grant Date”), the Company transferred __________________
(________) shares of the Company’s common stock, par value $.50 per share
(“Award Shares”), to the Grantee, and as of the Grant Date the Grantee became
the beneficial owner of the Award Shares, with the right to vote the Award
Shares and receive dividends with respect to the Award Shares, subject to the
risk of forfeiture conditions and transfer restrictions set forth herein.
2. (a) The
Grantee’s right to beneficial ownership of the Award Shares shall become
permanently vested and nonforfeitable, and they shall be released from the
transfer restrictions set forth herein, upon the earlier of (i) the fifth
anniversary of the Grant Date, provided that Grantee remains in the continuous
employment of the Company through such date, or (ii) the later of (A) the close
of the 10th
consecutive trading day on which the closing price of the Company’s common
stock, as reported on the NASDAQ National Market (or any national securities
exchange or stock market on which the Company’s common stock is then listed), is
at least fourteen dollars ($14.00) per share on each of said days, or (B) the
third anniversary of the Grant Date, provided that Grantee remains in the
continuous employment of the Company through such later date.
(b) Prior
to
the vesting of the Award Shares pursuant to Paragraph 2(a), above, no Award
Share (including any shares received by Grantee with respect to the Award Shares
as a result of stock dividends, stock splits or any other form of
recapitalization or a similar transaction affecting the Company’s securities
without receipt of consideration) may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, alienated or encumbered.
(c) If
the
Grantee’s employment with the Company is terminated for any reason (including
death) before he or she has become vested in the Award Shares pursuant to
Paragraph 2(a), above, the Grantee shall forfeit the Award Shares, whether
or
not the Grantee is reemployed by the Company.
3. Unless
the
Grantee and the Company make other arrangements satisfactory to the Company
with
respect to the payment of withholding taxes, upon vesting of the Award Shares
pursuant to Paragraph 2(a), above, the Award Shares shall be reduced by that
number of Award Shares having a value, as of the date they become vested, equal
to the minimum amount of Federal, state and local taxes required to be withheld
with respect to such Award Shares.
4. Nothing
in
this Agreement shall confer upon Grantee any right to continue in the employ
of
the Company or any affiliate thereof, or shall interfere with or restrict in
any
way the rights of such person to terminate Grantee’s employment at any time,
subject to the terms of any employment agreement by and between the Company
and
Grantee.
5.
This
Award
Agreement is subject to the terms of the Plan, and the Grantee hereby
acknowledges receipt of a copy of the Plan. All capitalized terms not defined
herein shall have the definition set forth in the Plan.
6. The
Prior
Agreement is superseded in its entirety by this Agreement.
7. This
Agreement shall be governed by the substantive law of the Commonwealth of
Pennsylvania, without giving effect to the choice of law principles
thereof.
The
parties hereby have entered into this Agreement with intent to be legally bound
hereby, as of the first date set forth above.
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ATTEST:
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TASTY
BAKING COMPANY
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___________________________________
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By:________________________________
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signature
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title | ||
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Witness:
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GRANTEE
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___________________________________
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___________________________________
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signature
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