Kohlberg Capital Corporation Restricted Stock Award Agreement
Name
of
Grantee:
Kohlberg
Capital Corporation
KOHLBERG
CAPITAL CORPORATION STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN
LEGAL
AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX
CONSEQUENCES.
Kohlberg
Capital Corporation
000
Xxxxxxx Xxxxxx
0xx
Xxxxx
Xxx
Xxxx,
XX 00000
Ladies
and Gentlemen:
The
undersigned Grantee (the “Grantee”) (i) acknowledges receipt of an award (the
“Award”)
of
restricted stock from Kohlberg
Capital Corporation,
a
Delaware corporation (the “Company”),
under
the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”),
subject to the terms set forth below and in the Plan, a copy of which Plan,
as
in effect on the date hereof, is attached hereto as Exhibit A;
and
(ii) agrees with the Company as follows:
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1.
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Effective
Date.
This Restricted Stock Award Agreement (the “Award
Agreement”)
shall take effect as of [Ÿ],
which is the grant date of the Award (the “Grant
Date”).
The Grantee shall be the record owner of the Shares on the Grant
Date.
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2.
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Shares
Subject to Award.
The Award consists of a total of [Ÿ]
shares of Common Stock of the Company, par value $.01 per share (the
“Shares”) with a Fair Market Value on the Grant Date of $[Ÿ]
per Share and $[Ÿ]
([Ÿ]
DOLLARS) in the aggregate.
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The
Grantee’s rights to the Shares are subject to the restrictions described in this
Award Agreement and the Plan (which is incorporated herein by reference with
the
same effect as if set forth herein in full) in addition to such other
restrictions, if any, as may be imposed by law.
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3.
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Nontransferability
of Shares.
Except as provided in this Award Agreement or the Plan, the Shares
acquired by the Grantee pursuant to this Award Agreement shall not
be
sold, transferred, pledged, assigned or otherwise encumbered or disposed
and are subject to a substantial risk of
forfeiture.
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4.
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Forfeiture
Risk.
If the Grantee's Employment with the Company and its subsidiaries
ceases
for any reason, then any and all outstanding and unvested Shares
acquired
by the Grantee hereunder shall be automatically and immediately forfeited.
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Kohlberg
Capital Corporation
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Page 2
of 6
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The
Grantee hereby (i) appoints the Company as the attorney-in-fact of the Grantee
to take such actions as may be necessary or appropriate to effectuate a transfer
of the record ownership of any Shares that are unvested and forfeited hereunder,
(ii) agrees to deliver to the Company, as a precondition to the issuance of
any
certificate or certificates with respect to unvested Shares hereunder, one
or
more stock powers, endorsed in blank, with respect to such Shares, and (iii)
agrees to sign such other powers and take such other actions as the Company
may
reasonably request to accomplish the transfer or forfeiture of any unvested
Shares that are forfeited hereunder.
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5.
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Book
Entry Form.
Unvested Shares are to be held in book entry form and the Grantee
agrees
that the Company may give stop transfer instructions to the depositary,
stock transfer agent or other keeper of the Company’s stock records to
ensure compliance with the provisions
hereof.
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6.
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Certificates
for Unvested Shares.
The Company may, upon request, issue the Grantee a certificate
representing unvested Shares. The administrative costs and risk of
loss of
such certificated shares are the sole responsibility of the Grantee.
In
addition to any legend required by applicable law, any certificates
issued
representing Shares shall contain a legend substantially in the following
form:
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THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE KOHLBERG
CAPITAL CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN AND A
RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER
AND
KOHLBERG CAPITAL CORPORATION, DATED AS OF [Ÿ],
BETWEEN KOHLBERG CAPITAL CORPORATION AND [Ÿ].
COPIES
OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF KOHLBERG CAPITAL
CORPORATION.
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7.
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Vesting
of Shares.
Unless earlier vested pursuant to the Plan, the Shares acquired hereunder
shall Vest during the Grantee’s Employment by the Company or a subsidiary
thereof in accordance with the provisions of this Section 8 and applicable
provisions of the Plan, as follows:
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[Ÿ]
For
purposes of this Award Agreement, “Vest” shall mean, with respect to any Share,
the lapsing of the restrictions described herein with respect to such Share
and
the terms “Vesting” and “Vested” shall be construed accordingly.
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8.
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Settlement
of Vested Shares.
Each Share that is vested in accordance with this Award Agreement
shall be
settled by the issuance of a whole share of Common Stock.
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Unless
a
Section 83(b) election is made within 30 days of the Grant Date, Vested Shares
shall be treated as compensation and shall be taxed at normal federal, state
and
local income tax rates at the fair value of the Shares on the Vesting date.
The
Grantee must also pay Medicare taxes and social security taxes, as may be
limited by an annual cap of total compensation, in respect of the compensation
income resulting from the Vesting of Shares.
The
Company's obligation to deliver a certificate upon Vesting representing such
Vested Shares shall be subject to the Grantee’s satisfaction of all applicable
federal, state and local income and employment tax withholding obligations.
The
Grantee
may
satisfy such obligation(s), in whole or in part, by (i) delivering to the
Company a check for the amount required to be withheld or (ii) if permitted
under the 1940 Act and as the Board in its sole discretion approves in any
specific or general case, having the Company withhold Shares or delivering
to
the Company already-owned shares of Common Stock, in either case having a fair
market value equal to the amount required to be withheld, as determined by
the
Board. In
addition, to the extent that the Company so chooses, the Company can hold back
100% of the Grantee's compensation earned after such obligations arose and
such
held back amount shall be applied by the Company to satisfy such
obligations.
Prior
to any release of any Vested Shares in the form of certificates representing
such shares of Common Stock, the Grantee must pay, in advance, all of the
Grantee’s share of federal, state and local income and related payroll taxes in
respect of such Shares.
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9.
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Delivery
of Vested Shares.
For any Vested Shares that have been requested to be settled by the
Grantee, the Company will take such steps as it deems necessary or
appropriate to record and manifest such Shares for delivery to the
Grantee
without restriction on transferability. At the direction of the Grantee,
delivery may be either in book-entry form through the Depository
Trust
Company (or a nominee thereof) to an account at the Grantee’s direction or
certificated, without the aforesaid legend, and issued and delivered
to
the Grantee.
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10.
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Fractional
Shares.
Fractional shares shall not Vest hereunder, and when any provision
hereof
may cause a fractional share to Vest, any Vesting in such fractional
share
shall be postponed until such fractional share and other fractional
shares
equal a Vested whole share.
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11.
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Dividends,
etc.
The Grantee shall be entitled to (i) receive any and all dividends
or
other distributions paid with respect to those vested and unvested
Shares
of which the Grantee is the record owner on the record date for such
dividend or other distribution, whether or not Vested at such time,
in the
same form and amount as any holder of Stock receives, and (ii) vote
any
Shares of which the Grantee is the record owner on the record date
for
such vote; provided,
however,
that any property (other than cash) distributed with respect to a
share of
Stock (the “Associated
Share”)
acquired hereunder, by reason of a stock dividend, stock split or
other
similar adjustment to the Stock pursuant to Section 4(d) of the Plan,
shall be subject to the restrictions of this Award Agreement in the
same
manner and for so long as the Associated Share remains subject to
such
restrictions, and shall be promptly forfeited if and when the Associated
Share is so forfeited. Notwithstanding the foregoing, the Grantee
shall
elect, and hereby irrevocably appoints the Company’s Chairman of the Board
and the Company’s Secretary as the Grantee’s attorneys-in-fact to elect on
Grantee’s behalf in the absence of an election from Grantee, to receive
cash distributions under the Company’s dividend reinvestment plan in
respect of all unvested Shares under this Award
Agreement.
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12.
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Sale
of Vested Shares.
The Common Stock issued in respect of Vested Shares hereunder may
be
traded only during the Company’s open period trading window as established
by the Company’s policies and procedures manual, Corporate
Governance: Xxxxxxx Xxxxxxx Policy.
The
Grantee understands that the sale of any Share, once it has Vested,
will
remain subject to (i) satisfaction of applicable tax withholding
requirements, if any, with respect to the Vesting or transfer of
such
Share; (ii) the completion of any administrative steps (for example,
but without limitation, the transfer of certificates) that the Company
may
reasonably impose and (iii) applicable requirements of federal and
state securities laws.
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13.
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Provisions
of the Plan.
This Grant is subject in its entirety to the provisions of the Plan,
which
are incorporated herein by reference. A copy of the Plan as in effect
on
the date of the grant of this Award has been furnished to the Grantee
and
the Grantee agrees to be bound by the terms of the Plan and this
Award. In
the event of any conflict between the terms of this Award and the
Plan,
the terms of this Award shall
control.
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14.
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Certain
Tax Matters.
The Grantee expressly acknowledges the following:
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A.
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The
Grantee has been advised to confer promptly with a professional tax
advisor to consider whether the Grantee should make a so-called “83(b)
election” with respect to the Shares. Any such election, to be effective,
must be made in accordance with applicable regulations and within
thirty
(30) days following the date this Award is granted and the Grantee
must
provide the Company with a copy of the 83(b) election prior to filing.
The
Company has made no recommendation to the Grantee with respect to
the
advisability of making such an
election.
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B.
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The
award or Vesting of the Shares acquired hereunder, and the payment
of
dividends with respect to such Shares, may give rise to “wages” subject to
withholding. The Grantee expressly acknowledges and agrees that his
or her
rights hereunder are subject to his or her promptly paying to the
Company
in cash (or by such other means as may be acceptable to the Company
in its
discretion), all taxes required to be withheld in connection with
such
award, Vesting or payment. Notwithstanding the foregoing, the Board
shall,
at the election of the Grantee or may otherwise if the Grantee does
not
otherwise provide for the payment of all taxes required to be withheld
in
connection with such award, Vesting or payment, hold back Shares
from an
Award or permit the Grantee to tender previously owned shares of
Stock in
satisfaction of tax withholding requirements (but not in excess of
the
applicable minimum statutory withholding
rate).
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15.
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Definitions.
Capitalized terms defined in this Award Agreement are used herein
as so
defined. Capitalized terms used in this Award Agreement and not otherwise
defined herein shall have the meaning provided in the
Plan.
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16.
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Change
in Capital Structure.
In accordance with Section 4(d) of the Plan, the terms of this Award
Agreement shall be adjusted as the Board determines is equitably
required
in the event the Company effects one or more stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar
changes in capitalization.
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17.
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Stock
Power.
With respect to any Shares that are forfeited in accordance with
this
Award Agreement, the Grantee hereby irrevocably appoints the Company’s
Chairman of the Board and the Company’s Secretary as the Grantee’s
attorneys-in-fact to transfer any forfeited Shares on the books of
the
Company with full power of substitution in the premises. The Company’s
Chairman and Secretary shall use the authority so granted in this
Section
18 to cancel any Shares that are forfeited in accordance with the
terms of
this Award Agreement.
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18.
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No
Employment Commitment; Tax Treatment.
Nothing herein contained shall be deemed to be or constitute an agreement
or commitment by the Company or any of its subsidiaries to continue
the
Grantee in its employ. The Company makes no representation about
the tax
treatment to the Grantee with respect to receipt or settlement of
the
restricted Shares or acquiring, holding or disposing of the
Shares.
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19.
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Grantee
Bound by Plan.
The Grantee hereby acknowledges that a copy of the Plan as in effect
on
the date hereof has been made available to the Grantee and agrees
to be
bound by all the terms and provisions thereof (as such Plan may be
amended
from time to time in accordance with the terms
thereof).
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20.
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Binding
Effect.
Subject to the limitations stated above and in the Plan, this Award
Agreement shall be binding upon and inure to the benefit of the Grantee
and his or her legatees, distributees, and personal representatives
and to
the successors of the Company.
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21.
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General.
For purposes of this Award Agreement and any determinations to be
made by
the Board or the Committee, as the case may be, hereunder, the
determinations by the Board or the Committee, as the case may be,
shall be
binding upon the Grantee and any transferee.
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Very
truly yours,
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Address:
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Dated:_______________
The
foregoing Restricted Stock
Award
is hereby accepted:
KOHLBERG
CAPITAL CORPORATION
_______________________________
Name: Xxxxxxx
X. Xxxxx
Title: Chief
Financial Officer
[SIGNATURE
PAGE TO RESTRICTED STOCK AWARD AGREEMENT]
