QUANEX BUILDING PRODUCTS CORPORATION DIRECTOR RESTRICTED STOCK AWARD AGREEMENT <<Full Name>> Grantee
Exhibit 10.9
<<Full Name>>
Grantee
Grantee
Date of Award: |
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Number of Shares: |
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AWARD OF RESTRICTED STOCK
Quanex Building Products Corporation, a Delaware corporation (the “Company”), pursuant to the
Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”), hereby awards to
you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of
Award”), that number of shares (the “Shares”) of the Company’s Common Stock, $0.01 par value per
share (the “Common Stock”), set forth above as Restricted Stock on the following terms and
conditions:
During the Restricted Period, the Shares of Restricted Stock will be evidenced by entries in
the stock register of the Company reflecting that such Shares of Restricted Stock have been issued
in your name. For purposes of this Agreement, the term “Restricted Period” means the period
designated by the Company during which the Shares may not be sold, assigned, transferred, pledged,
or otherwise encumbered.
The Shares that are awarded hereby to you as Restricted Stock shall be subject to the
prohibitions and restrictions set forth herein with respect to the sale or other disposition of
such Shares and the obligation to forfeit and surrender such Shares to the Company (the “Forfeiture
Restrictions”). The Forfeiture Restrictions shall lapse as to the Shares that are awarded hereby
[on the third anniversary of the Date of Award provided that you do not cease to be a member of the
Board of Directors of the Company (the “Board”) prior to such date.][in accordance with the
following schedule provided that you do not cease to be a member of the Board of Directors of the
Company (the “Board”) for any reason prior to the applicable lapse date:
| (a) | on the first anniversary of the Date of Award, the Forfeiture Restrictions
shall lapse as to one-third of the Shares subject to this Agreement; and |
| (b) | on each succeeding anniversary of the Date of Award, the Forfeiture
Restrictions shall lapse as to an additional one-third of the Shares subject to this
Agreement, so that on the third anniversary of the Date of Award the Forfeiture
Restrictions shall lapse as to all of the Shares subject to this Agreement.] |
If a Change in Control of the Company occurs or you cease to be a member of the Board before
the third anniversary of the Date of Award, your rights to the Shares of Restricted Stock under
this Agreement will be determined as provided in the Terms and Conditions of Director Restricted
Stock Award Agreements as of the date of grant, in the form attached hereto as Exhibit A (the
“Terms and Conditions”).
Non-Employee Director
Cliff Vesting
Graded Vesting
Cliff Vesting
Graded Vesting
Except as provided in the Terms and Conditions, the Shares of Restricted Stock awarded hereby
may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of (other than by will or the applicable laws of descent and distribution) to the extent
then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge,
exchange,
hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be
void and the Company Group shall not be bound thereby. Further, the Shares awarded hereby that are
no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner
that would constitute a violation of any applicable federal or state securities laws. You also
agree that (a) the Company may refuse to cause the transfer of the Shares to be registered on the
stock register of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable federal or state securities
law and (b) the Company may give related instructions to the transfer agent, if any, to stop
registration of the transfer of the Shares.
Upon the lapse of the Forfeiture Restrictions with respect to Shares awarded hereby such
Shares shall be transferable by you (except to the extent that any proposed transfer would, in the
opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or
state securities law).
The Shares that may be issued under the Plan are registered with the Securities and Exchange
Commission under a Registration Statement on Form S-8.
Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in
the Plan or the Terms and Conditions.
In accepting the award of Shares of Restricted Stock set forth in this Agreement you accept
and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Terms and
Conditions.
| QUANEX BUILDING | ||||
| PRODUCTS CORPORATION | ||||
| Xxxxxxx Xxxx — Chief Executive Officer |
Exhibit A
TERMS AND CONDITIONS
OF DIRECTOR
RESTRICTED STOCK AWARD AGREEMENTS
OF DIRECTOR
RESTRICTED STOCK AWARD AGREEMENTS
| 1. | TERMINATION OF MEMBERSHIP. The following provisions will apply in the event you cease to be
a member of the Board of Directors of the Company (the “Board”) before the third anniversary
of the Date of Award (the “Third Anniversary Date”) under the Restricted Stock Award Agreement
awarded to you (the “Agreement”): |
1.1 Termination Generally. Except as specified in Sections 1.2, 1.3 and 1.4 below,
if you cease to be a member of the Board on or before the Third Anniversary Date, the
Forfeiture Restrictions then applicable to the Shares of Restricted Stock shall not lapse
and the number of Shares of Restricted Stock then subject to the Forfeiture Restrictions
shall be forfeited to the Company on the date you cease to be a member of the Board.
1.2 Disability. Notwithstanding any other provision of the Agreement or these Terms
and Conditions to the contrary, if you incur a Disability before the Third Anniversary Date
and while an active member of the Board, all remaining Forfeiture Restrictions shall
immediately lapse on the date you cease to be a member of the Board due to your incurring a
Disability.
1.3 Death. Notwithstanding any other provision of the Agreement or these Terms and
Conditions to the contrary, if you die before the Third Anniversary Date and while an active
member of the Board, all remaining Forfeiture Restrictions shall immediately lapse on the
date you cease to be a member of the Board due to death.
1.4 Change in Control of the Company. Notwithstanding any other provision of the
Agreement or these Terms and Conditions to the contrary, if a Change in Control of the
Company occurs before the Third Anniversary Date and while your are an active member of the
Board, all remaining Forfeiture Restrictions shall immediately lapse on the date of the
Change of Control.
| 2. | NONTRANSFERABILITY. Except as specified below Restricted Stock (the “Right”) granted to you
under this Agreement (the “Holder”) shall not be transferable or assignable by you other than
by will or the laws of descent and distribution, and, if applicable, shall be exercisable
during the lifetime of the Holder only by you. You may transfer the Right to (a) a member or
members of your immediate family, (b) a revocable living trust established exclusively for you
or you and your spouse, (c) a trust under which your immediate family members are the only
beneficiaries or (d) a partnership of which your immediate family members are the only
partners. For this purpose, “immediate family” means your spouse, children, stepchildren,
grandchildren, parents, grandparents, siblings (including half brothers and sisters), and
individuals who are family members by adoption. Notwithstanding any other provision of this
Agreement, such a transferee of the Right granted under this Agreement may exercise the Right
during your lifetime. The assigned portion may only be exercised by the person who acquires a
proprietary interest in the Right pursuant to the assignment by you. The terms applicable to
the assigned portion shall be the same as those in effect for the Right immediately prior to
such assignment and shall be set forth in such documents to be executed by the assignee as the
Committee may deem appropriate. None of the Company, its employees or directors makes any
representations or guarantees concerning the tax consequences associated with the inclusion of
this provision in the Agreement, your transfer of the Right or, if applicable, the
transferee’s exercise of the Right. It is your sole
responsibility to seek advice from your own tax advisors concerning those tax consequences.
You are entitled to rely upon only the tax advice of your owntax advisors. |
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| 3. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Shares of Restricted Stock
shall not affect in any way the right or power of the Company or any company the stock of
which is awarded pursuant to the Agreement to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or its business,
engage in any merger or consolidation, issue any debt or equity securities, dissolve or
liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or
business, or engage in any other corporate act or proceeding. |
| 4. | RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD. During the
Restricted Period, (a) any securities of the Company distributed by the Company in respect of
the Shares of Restricted Stock will be evidenced by entries in the appropriate securities
register of the Company reflecting that such securities of the Company, if any, have been
issued in your name (the “Retained Company Securities”) and (b) any securities of any company
other than the Company or any other property (other than regular cash dividends) distributed
by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by
such certificates or in such other manner as the Company determines (the “Retained Other
Securities and Property”) and shall bear a restrictive legend to the effect that ownership of
such Retained Other Securities and Property and the enjoyment of all rights appurtenant
thereto, are subject to the restrictions, terms, and conditions provided in the Plan, the
Agreement and these Terms and Conditions. The Retained Company Securities and the Retained
Other Securities and Property (collectively, the “Retained Distributions”) shall be subject to
the same restrictions, terms and conditions as are applicable to the Shares of Restricted
Stock. |
| 5. | RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING
RESTRICTED PERIOD. You shall have the right to vote the Shares of Restricted Stock awarded to
you and to receive and retain all regular cash dividends (which will be paid currently and in
no case later than the end of the calendar year in which the dividends are paid to the holders
of the Common Stock or, if later, the 15th day of the third month following the date the
dividends are paid to the holders of the Common Stock), and to exercise all other rights,
powers and privileges of a holder of the Common Stock, with respect to such Shares of
Restricted Stock, with the exception that (a) you shall not be entitled to have custody of
such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall
have lapsed, (b) the Company shall retain custody of all Retained Distributions made or
declared with respect to the Shares of Restricted Stock until such time, if ever, as the
Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which
such Retained Distributions shall have been made, paid, or declared shall have lapsed, and
such Retained Distributions shall not bear interest or be segregated in separate accounts and
(c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares
of Restricted Stock or any Retained Distributions during the Restricted Period. During the
Restricted Period, the Company may, in its sole discretion, issue certificates for some or all
of the Shares of Restricted Stock, in which case all such certificates shall be delivered to
the Corporate Secretary of the Company or to such other depository as may be designated by the
Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted
Stock occurs or the Forfeiture Restrictions lapse. When requested by the Company, you shall
execute such stock powers or other instruments of assignment as the Company requests relating
to transfer to the Company of all or any portion of such Shares of Restricted Stock and any
Retained Distributions that are forfeited in accordance with the Plan, the Agreement and these
Terms and Conditions. |
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| 6. | SECTION 83(B) ELECTION. You shall not exercise the election permitted under Section 83(b) of
the Code with respect to the Shares of Restricted Stock without the written approval of the
Chief Financial Officer or General Counsel of the Company. |
| 7. | SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the
Securities Act of 1933, you consent to the placing on any certificate for the Shares of an
appropriate legend restricting resale or other transfer of the Shares except in accordance
with such Act and all applicable rules thereunder. |
| 8. | LIMIT OF LIABILITY. Under no circumstances will the Company or any Affiliate be liable for
any indirect, incidental, consequential or special damages (including lost profits) of any
form incurred by any person, whether or not foreseeable and regardless of the form of the act
in which such a claim may be brought, with respect to the Plan. |
| 9. | MISCELLANEOUS. The Agreement is awarded pursuant to and is subject to all of the provisions
of the Plan, including amendments to the Plan, if any. In the event of a conflict between
these Terms and Conditions and the Plan provisions, the Plan provisions will control. The
term “you” and “your” refer to the Grantee named in the Agreement. Capitalized terms that are
not defined herein shall have the meanings ascribed to such terms in the Plan or the
Agreement. |
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