EXHIBIT 10.4
RESTRICTED STOCK AGREEMENT
XXXXX CORPORATION
2005 STOCK AND INCENTIVE PLAN
A Restricted Stock Award for a total of _________ shares of common stock,
par value $0.10 per share, of Xxxxx Corporation (the "Company") is hereby
granted pursuant to the 2005 Stock and Incentive Plan of the Company (the
"Plan") to
(the "Participant"). This Award is in all respects subject to the definitions,
terms, conditions and limitations contained in the Plan, which is incorporated
herein by reference.
1. Date of Grant. The Date of Grant of this Award is ______________,
---------------
______.
2. Vesting. The Shares subject to this Award shall vest according to the
-------
following schedule:
(a) __________ Shares on _______________, _____;
(b) __________ Shares on _______________, _____;
(c) __________ Shares on _______________, _____;
(d) __________ Shares on _______________, _____; and
(e) __________ Shares on _______________, _____;
provided that all Shares subject to this Award shall vest upon the occurrence of
a Change in Control; and provided further that all Shares subject to this Award
that have not vested at the time of the termination of the Participant's
employment with the Company or its Subsidiaries shall be forfeited.
3. Voting; Dividends. The Participant shall be entitled to vote and
------------------
receive any dividends on the Shares of Restricted Stock subject to this Award
with respect to record dates for voting or dividends occurring on or after the
Date of Grant and before the date on which any such Shares are forfeited.
4. Certificates.
------------
(a) Each certificate representing Shares of Restricted Stock subject
to this Award shall bear the following legend until such Shares have vested:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RISK
OF FORFEITURE AND RESTRICTIONS ON TRANSFER IMPOSED BY THE ISSUER
PURSUANT TO THE 2005 STOCK
AND INCENTIVE PLAN OF THE ISSUER (THE "PLAN") AND A RESTRICTED
STOCK AGREEMENT BETWEEN THE ISSUER AND THE HOLDER (THE "AGREEMENT").
SUCH SHARES MAY NOT BE TRANSFERRED, ASSIGNED OR PLEDGED UNTIL SUCH
RESTRICTIONS LAPSE AND THE SHARES SUBJECT TO THIS CERTIFICATE HAVE
VESTED PURSUANT TO THE PLAN AND THE AGREEMENT.
(b) The Participant shall own any Shares of Restricted Stock that
have vested free of any restrictions otherwise imposed by this Agreement and
shall be entitled to a certificate representing such Shares without the legend
set forth in Section 4(a) of this agreement in accordance with the terms of the
Plan.
(c) The Participant shall return all certificates representing
forfeited Shares to the Company, duly endorsed or accompanied by duly executed
stock powers.
5. General.
-------
(a) The Participant shall make arrangements satisfactory to the
Committee for the withholding of any amounts necessary for withholding in
accordance with applicable federal or state income tax laws.
(b) Any Restricted Stock issued without registration of such Shares
under the Securities Act of 1933, as amended (the "Act"), shall be restricted
securities subject to the terms of Rule 144 under the Act. The certificates
representing any such Shares shall bear an appropriate legend restricting
transfer and the transfer agent of the Company shall be given stop transfer
instructions with respect to such Shares.
(c) Shares of Restricted Stock may not be transferred by the Optionee
otherwise than by will or the laws of descent and distribution. The terms of
this Award shall be binding upon the executors, administrators, heirs,
successors and assigns of the Participant.
XXXXX CORPORATION
By ____________________________________
Name __________________________________
Title __________________________________
The Participant acknowledges receipt of a copy of the Plan, and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Restricted Stock Award subject to all of the terms and provisions
of the Plan. The Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Committee on any questions arising
under the Plan.
________________________________________
Participant
