Xxxxxxxx'x International, Inc
AMENDED AND RESTATED 1995 Equity incentive plan
restricted stock award agreement
(Officer Participants in the Executive Retirement Plan)
This Restricted Stock Award Agreement ( the "Agreement") is made this
<> with <> (the "Grantee") and evidences the grant by Xxxxxxxx'x
International, Inc. (the "Company") of a Restricted Stock Award (the "Award") to
the Grantee on the date hereof (the "Grant Date"). By executing this Agreement,
the Grantee agrees to be bound in accordance with the provisions of the
Xxxxxxxx'x International, Inc. Amended and Restated 1995 Equity Incentive Plan
(the "Plan"). Defined terms used but not defined herein shall have the same
meaning as used in the Plan.
1. Shares Awarded and Restrictions on Shares. The Grantee is hereby awarded
<> shares of the Company's common stock, $.01 par value
(the "Restricted Shares"), which are subject to forfeiture and to the
restriction on the rights of sale and transfer set forth in this document
and further subject to the terms and conditions of the Plan, the
provisions of which are hereby incorporated in this document by
reference.
2. Sale or Transfer Restrictions. Except as provided in Paragraph 6 below,
all Restricted Shares shall be held by the Grantee without the rights of
sale or transfer, and subject to forfeiture as provided in Paragraph 3
below; provided, however, that such restrictions shall lapse as of
[vesting date(s)].
3. Employment Requirement. Except as provided in Paragraph 6 below, in the
event the Grantee's employment with the Company or any of its Affiliates
terminates prior to the dates specified in Paragraph 2, above, any
portion of the Restricted Shares which remains restricted will be
forfeited by the Grantee and become the property of the Company. For
purposes of this document, an authorized leave of absence (authorized by
the Company to the Grantee in writing) shall not be deemed a termination
of employment hereunder.
4. Issuance of Restricted Shares. Restricted Shares will be issued in the
name of the Grantee and shall be held in escrow by the Company in
accordance with the terms of the Plan. When the prohibited sale and
transfer restrictions lapse under Paragraph 2, above, with respect to all
or a portion of the Restricted Shares, provided the Restricted Shares
have not been forfeited under Paragraph 3, above, the Company shall
deliver to the Grantee the stock certificate for the Restricted Shares or
such portion thereof. The Company is not acting as a fiduciary and has no
obligations other than as set forth in the Plan and this Award. The
Company may cancel the Restricted Shares if forfeited hereunder and the
Grantee shall deliver herewith any instrument requested by the Company to
effect such cancellation.
5. Voting and Other Rights of Restricted Shares. Upon the issuance of the
Restricted Shares, the Grantee shall have all of the rights of a
stockholder of the Company, including the right to receive dividends and
to vote the Restricted Shares until the date as of which such shares may
have been forfeited to the Company as provided in Paragraph 3 above.
Notwithstanding the foregoing, in the event of any stock dividend, stock
split, division of shares or other corporate structure change which
results in the issuance of additional shares with respect to Restricted
Shares prior to the date as of which the certificate for such Restricted
Shares is to be delivered to the Grantee, such shares shall be held by
the Company and shall become Restricted Shares.
6. Acceleration of Release of Restrictions.
(a) The forfeiture and prohibited sale and transfer restrictions on
the Restricted Shares shall immediately lapse on the earliest of
the following:
(i) The Grantee's date of death; or
(ii) The Disability of the Grantee.
(b) Upon Retirement of the Grantee, the effect on the Restricted
Shares shall be as set forth in the terms of the Company's
Executive Retirement Plan. "Retirement" shall mean the
satisfaction of all conditions necessary for the Grantee to become
entitled to receive benefits under the Company's Executive
Retirement Plan.
7. Taxes. The Grantee will be solely responsible for any federal, state or
local income taxes imposed in connection with the granting of the
Restricted Shares or the delivery of such shares pursuant thereto, and
the Grantee authorizes the Company or any Affiliate to make any
withholding for taxes which the Company or any Affiliate deems necessary
or proper in connection therewith. Upon recognition of income by the
Grantee with respect to the Award hereunder, the Company shall withhold
taxes pursuant to Section 13 of the Plan.
8. Changes in Circumstances. It is expressly understood and agreed that the
Grantee assumes all risks incident to any change hereafter in the
applicable laws or regulations or incident to any change in the market
value of the Restricted Shares after the date hereof.
9. No Conflict. In the event of a conflict between this Award and the Plan,
the provisions of the Plan shall govern.
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10. Governing Law. This award shall be governed under the laws of the State
of Kansas.
11. Change of Control. The effect of a Change in Control shall be as set
forth in either the Change in Control and Noncompete Agreement entered
into between Grantee and Company, or, in the event Grantee has not
entered into a Change in Control and Noncompete Agreement, the Grantee's
employment agreement with the Company. In the event the Grantee has not
entered into either a Change in Control and Noncompete Agreement or an
employment agreement with the Company (or Grantee has entered into an
agreement but such agreement does not address the effect of a Change in
Control on this Agreement), the effect of a Change in Control shall be as
set forth in the Plan.
Xxxxxxxx'x International, Inc
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By: Xxxxx Xxxx
Title: Chairman and Chief Executive Officer
ACKNOWLEDGEMENT
The undersigned Grantee acknowledges that he or she understands and agrees
to be bound by each of the terms and conditions of this Agreement.
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Name of Grantee
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