EXHIBIT 10.17.2
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of this 20th day of
March, 2001, between Xxxxxxx Realty Investors, Inc., a Georgia corporation (the
"Company") and Xxxxxx Xxxxxxx (the "Employee").
WHEREAS, Xx. Xxxxxxx X. Xxxxxxx, acting in accordance with a resolution
approved by the Company's Board of Directors on June 16, 1998, approved the
grant of restricted shares of the Company's Common Stock to the Employee on the
terms described in this Agreement, and in consideration of the issuance of such
restricted shares the Employee intends to remain in the employ of the Company;
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the premises and the mutual covenants
contained herein, the Company and the Employee agree as follows.
2. RESTRICTED SHARES.
1.1 GRANT OF RESTRICTED SHARES.
(a) The Company hereby grants to the Employee 1,875
shares of Common Stock (the "Restricted Shares"),
subject to the restrictions set forth in Paragraph
1.2 of this Agreement. As the restrictions set forth
in Paragraph 1.2 hereof lapse in accordance with the
terms of this Agreement as to all or a portion of the
Restricted Shares, such shares shall no longer be
considered Restricted Shares for purposes of this
Agreement.
(b) The Company hereby directs that a stock certificate
or certificates representing the Restricted Shares
shall be registered in the name of and issued to the
Employee. Such stock certificate or certificates
shall be subject to such stop-transfer orders and
other restrictions as the Compensation Committee of
the Board of Directors of the Company (the
"Committee") may deem advisable, and the Committee
may cause legends to be placed on such certificate or
certificates to make appropriate reference to such
restrictions.
1.2 RESTRICTIONS.
(a) The Employee shall have all rights and privileges of
a shareholder as to the Restricted Shares, including
the right to vote and receive regular quarterly
dividends or other distributions with respect to the
Restricted Shares, except that, subject to Paragraph
1.3(b) hereof, the following restrictions shall
apply:
(i) none of the Restricted Shares may be sold,
transferred, assigned, pledged or otherwise
encumbered or disposed of during the
Restricted Period, except pursuant to rules
adopted by the Committee;
(ii) the Restricted Shares' portion of each
special dividend or other distribution paid
during the Restriction Period by the Company
to its shareholders generally will not then
be paid to the Employee; instead, subject to
Paragraph 1.4, the amount of such portion,
together with an additional amount, will be
paid to the Employee if and when, and only
if and when, the Restriction Period expires,
such additional amount to be calculated like
interest on the amount of such portion (x)
from the date when such special dividend or
other distribution was paid by the Company
to its shareholders generally (y) at the
rate earned by the Company on its surplus
cash from time to time; and
(iii) all of the Restricted Shares may be
forfeited in accordance with Paragraph 1.4.
(b) Any attempt to dispose of Restricted Shares in a
manner contrary to the restrictions set forth in this
Agreement shall be ineffective.
1.3 RESTRICTED PERIOD.
(b) The restrictions set forth in Paragraph 1.2 shall
apply to all of the Restricted Shares until March 20,
2004 (the "Restriction Termination Date", the period
from issuance of the Restricted Shares to the
Restriction Termination Date being referred to herein
as the "Restriction Period").
(c) Notwithstanding Paragraph 1.2, the Committee may, in
its sole discretion, when it finds that a waiver
would be in the best interests of the Company, waive
in whole or in part any or all remaining restrictions
with respect to the Restricted Shares.
(d) Nothing in this Agreement shall preclude the Employee
from exchanging any Restricted Shares for any other
shares of Common Stock that are similarly restricted.
1.4 FORFEITURE. If the Employee's employment with the Company
shall terminate for any reason during the Restricted Period,
all rights of the Employee to the then remaining Restricted
Shares (and, if applicable, any special dividends or other
distributions with respect to the Restricted Shares) shall
terminate and be forfeited (except as provided in Section
1.3(b) or as otherwise determined by the Committee pursuant to
Paragraph 1.3(b)).
1.5 WITHHOLDING. The Company may withhold from any cash payments
due from the Company to the Employee all taxes, including
social security taxes, which the Company is required or
otherwise authorized to withhold with respect to the
Restricted Shares granted hereunder.
1.6 INVESTMENT REPRESENTATION. The Employee hereby represents,
warrants and covenants that (a) the Employee is acquiring the
Restricted Shares for the Employee's own account and not with
a view to the distribution thereof, and (b) the Restricted
Shares acquired by the Employee under this Agreement will not
be sold except pursuant to an effective registration statement
under the Securities Act of 1933, or pursuant to an exemption
from registration under the Act.
1.7 ADOPTION OF INCENTIVE COMPENSATION PLAN BY THE COMPANY. The
Employee hereby agrees and acknowledges that (a) the Company
is considering the adoption of an omnibus employee incentive
compensation plan (the "Plan") that will govern
various types of incentive-based compensation, including
restricted stock, options, stock appreciation rights and other
forms of incentive compensation; and (b) upon the adoption of
the Plan, the Restricted Stock and this Agreement shall be
subject to the Plan to the extent that the terms of the Plan
do not conflict with the terms of this Agreement, in which
case the terms of this Agreement shall control.
2. NOTICES.
All notices or communications hereunder shall be in writing
and addressed as follows:
To the Company:
Xxxxxxx Realty Investors, Inc.
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Secretary
To the Employee:
To the last known address of the Employee as
appearing in the Employee's personnel records as
maintained by the Company.
3. ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit
of the heirs and representatives of the Employee and the assigns and successors
of the Company, but neither this Agreement nor any rights hereunder shall be
assignable or otherwise subject to hypothecation by the Employee.
4. ENTIRE AGREEMENT; AMENDMENT; TERMINATION.
Except as provided in Section 1.7 with respect to the Plan,
this Agreement represents the entire agreement of the parties with respect to
the subject matter hereof and supercedes all prior written or oral
understandings and agreements. The Agreement may be amended or terminated at any
time by written agreement of the parties hereto or as provided herein.
5. GOVERNING LAW.
This Agreement and its validity, interpretation, performance
and enforcement shall be governed by the laws of the State of Georgia.
6. SEVERABILITY.
If, for any reason, any provision of this Agreement is held
invalid, such invalidity shall not affect any other provision of this Agreement
not held so invalid, and each such other provision shall to the full extent
consistent with law continue in full force and effect. If any provision of this
Agreement shall be held invalid in part, such invalidity shall in no way affect
the rest of such provision not held so invalid, and the rest of such provision,
together with all other provisions of this Agreement, shall to the full extent
consistent with law continue in full force and effect.
7. NO RIGHT TO CONTINUED EMPLOYMENT; EFFECT ON OTHER PLANS
This Agreement shall not, of itself, confer upon the Employee
any right with respect to continuance of employment by the Company, nor shall it
interfere in any way with the right of the Company to terminate the Employee's
employment at any time. Income realized by the Employee pursuant to this
Agreement shall not be included in the Employee's earnings for the purpose of
any benefit plan of the Company in which the Employee may be enrolled or for
which the Employee may become eligible unless otherwise specifically provided
for in such plan.
IN WITNESS HEREOF, the Company has caused this Agreement to be
duly executed and the Employee has hereunto set his hand, as of the day and year
first above written.
XXXXXXX REALTY INVESTORS, INC. EMPLOYEE
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxx
---------------------- ---------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
