EXHIBIT 10.3
SUCCESS DEVELOPMENT INTERNATIONAL, INC.
RESTRICTED STOCK AGREEMENT
Grant Group No. 1
No. of Shares 250,000
THIS AGREEMENT is effective as of the 1st day of December,
1995, between Success Development International, Inc., a Florida corporation
(the "Company"), and ______, an employee of the company or one of its
subsidiaries (the "Recipient").
WITNESSETH
1. GRANT OF RESTRICTED STOCK. Pursuant to the provisions of
Article IV of the Long Term Incentive Plan of Success Development
International, Inc. (the "Plan"), the Company hereby grants to the
Recipient, subject to the terms and conditions of the Plan (the terms
of which are hereby incorporated by reference), 250,000 shares (the
"Restricted Stock") of common stock of the Company (the "Common
Stock"), subject to the following terms and conditions.
2. TERMS AND CONDITIONS. The Restricted Stock is subject to the
following terms and conditions:
(a) RIGHTS AS SHAREHOLDER. The Recipient shall have no
voting or dividend rights during the Performance Period.
(b) TRANSFER/ISSUANCE. Stock certificates representing
the Restricted Stock will be imprinted with a legend stating that the
shares may not be sold, exchanged, transferred, pledged,
hypothecated, or otherwise disposed of except in accordance with the
terms of this Agreement, and each transfer agent for the Common Stock
shall be so instructed in respect of such shares.
(c) STOCK SPLITS. DIVIDENDS, ETC. If, due to a stock
stock split, stock dividend,, combination of shares, or any other
change or exchange for other securities by reclassification,
reorganization, merger, consolidation, recapitalization or otherwise,
the Recipient, as the owner of the Restricted Stock, shall be
entitled to new, additional, or different shares of stock or
securities, the certificate or certificates for, or other evidences
of, such new, additional, or different shares or securities, together
with a stock power or other instrument of transfer appropriately
endorsed, also shall be imprinted with a legend as provided in
Section 2(b). When the event(s) described in the preceding sentence
occur, all provisions of this Agreement relating to restrictions and
lapse of restrictions will apply to such new, additional, or
different shares or securities to the extent applicable to the shares
with respect to which they were distributed.
(d) PERFORMANCE PERIOD. The term "Performance Period"
means the period starting on the date the Recipient was first
employed by the Company and ending on the date on which the
Management Objectives (as set forth in Section 2(f)(i) are met,
unless accelerated pursuant to Section 2(f) (iv) of this Agreement.
(e) RESTRICTIONS ON RESTRICTED STOCK DURING PERFORMANCE
PERIOD. During the Performance Period applicable to the shares of
Restricted Stock none of such shares shall be sold, exchanged,
transferred, pledged, hypothecated, or otherwise disposed except as
otherwise provided in the Plan.
(f) LAPSE OF RESTRICTIONS; ACCELERATION OF PERFORMANCE
PERIOD.
(i) LAPSE OF RESTRICTIONS; MANAGEMENT OBJECTIVES. The
restrictions set forth in Section 2(e) of this Agreement shall lapse
upon each of the following conditions being met:
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(A) at any time during the ten (10) year period beginning on the
date of this Agreement, the Company and its Subsidiaries have
collectively met the gross revenue goals listed below (except that
the final goal listed below shall be limited to the time period
indicated);
(B) the Recipient is an employee of the Company or one of its
Subsidiaries on the date such gross revenue goal is met; and
(c) the Recipient has continuously been an employee of the Company
or one of its Subsidiaries for two consecutive years, commencing
from the date such Recipient was first employed by the Company or
its Subsidiaries. The Company intends that conditions (A) and (B)
above (but not (C)) must be met simultaneously. Condition (c) may
be met before or after the fulfillment of conditions (A) and (B).
GROSS REVENUE GOAL NUMBER OF SHARES EARNED
$400,000 for any 3 consecutive
calendar months 50,000
$600,000 for any 3 consecutive
calendar months 50,000
$750,000 for any 3 consecutive
calendar months 50,000
$1,000,000 for any 3 consecutive
calendar months prior to the
expiration of this Agreement 50,000
$1,000,000 for any 3 consecutive
calendar months prior to January
1, 1997 50,000
(ii) TERMINATION OF EMPLOYMENT DURING PERFORMANCE
PERIOD. If a Recipient's employment has terminated during the
Performance Period, the Committee, in its sole discretion, may
reduce or eliminate the unearned portion of the Restricted Stock
award.
(iii) FAILURE TO ACHIEVE MANAGEMENT OBJECTIVES. If
the Committee determines that the Management Objectives were not
achieved by the Recipient during the Performance Period, the
Restricted Stock shall be forfeited to the Company.
(iv) ACCELERATION OF PERFORMANCE PERIOD; CHANGE IN
CONTROL. Notwithstanding anything herein to the contrary, if a
Change in Control has occurred as defined in Section 8 of this
Agreement, then all restrictions on the Restricted Stock set forth
in Section 2(e) shall lapse on the date of such Change in Control.
3. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement
shall not confer upon the Recipient any right with respect to
continuance of employment by the Company or any of its Subsidiaries,
nor shall it interfere in any way with the right of the Company or
its Subsidiaries to terminate the Recipient's employment at any
time.
4. COMPLIANCE WITH LAW AND REGULATIONS. The Company
shall not be required to issue or deliver any certificates for
shares prior to (a) the listing of such shares on any stock exchange
on which the Common Stock may then be listed and (b) the completion
of any registration or qualification of such shares under any
federal or state law, or any rule or regulation of any governmental
body which the Company shall, in its sole discretion, determine to
be necessary or advisable.
5. INCOME TAX WITHHOLDING. The Recipient agrees that the
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Company may, at its option, withhold Restricted Stock or Common
Stock in an amount needed to cover any applicable federal, state or
local income taxes and social security taxes from payments otherwise
due and owing to the Recipient, and also agrees that upon demand the
Recipient will promptly pay to the Company any additional amounts as
may be necessary to satisfy such withholding tax obligation.
6. INVESTMENT REPRESENTATION. The Committee may require
the Recipient to furnish to the Company, prior to the issuance of
any shares pursuant to this Agreement, an agreement (in such form as
the Committee may specify) in which the Recipient represents that
the shares of Common Stock acquired pursuant to this Agreement are
being acquired for investment and not with a view to the sale or
distribution thereof and that any transfers of such shares will be
made only in compliance with the registration requirements, if
any, of the Securities Act of 1933, as amended, or an exemption
therefrom.
7. RECIPIENT BOUND BY PLAN. The Recipient hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by
all the terms and provisions thereof. In the event any of the terms
of this Agreement are deemed to conflict with any of the terms of
the Plan, the terms of the Plan shall prevail.
8. CHANGE IN CONTROL. Notwithstanding anything herein to
the contrary, if a Change in Control of the Company, as defined
below, occurs during the Performance Period, then all restrictions
on the Restricted Stock set forth in Section 2(e) shall lapse on the
date of such Change in Control without further action by the
Committee. For the purposes of this Section 8, a Change in Control
Company shall be deemed to have occurred upon the earliest of the
following events:
(a) if any person (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934)
should acquire direct or indirect beneficial ownership of 24 percent
or more of the combined voting power of the then outstanding
securities of the Company, or
(b) if during any period of two consecutive years,
the individuals who at the beginning of such period constitute the
Board of Directors of the Company cease for any reason to constitute
at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders of each new director was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period,
or
(c) if the Board of Directors or any designated
committee determines in its sole discretion that any person (as such
term is used in Section 13(d) and 14(d) of the Securities Exchange
Act of 1934) directly or indirectly exercises a controlling
influence over the management or policies of the Company.
9. MISCELLANEOUS. This Agreement may be executed in two
counterparts, each of which shall constitute one and the same
instrument. Unless otherwise defined herein, capitalized terms used
in this Agreement shall have the meaning given them in the Plan.
IN WITNESS WHEREOF, the Company has caused this
Agreement be executed on its behalf by its duly authorized officer
and the
Recipient has executed this Agreement to be effective as of the day
and year first above written.
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SUCCESS DEVELOPMENT INTERNATIONAL, INC.
By:______________________
Its:______________________
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Employee
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