Exhibit 4(e)
XXXXX CARIBE, INC.
2003 RESTRICTED STOCK AWARD AGREEMENT
(TIME-BASED AWARD)
This Agreement ("Agreement") is made as of this _________, 20__ by and
between ("Participant") and Xxxxx Caribe, Inc. (the "Company").
1. AWARD OF RESTRICTED STOCK. The Company hereby grants to Participant an
award (the "Award") of restricted stock (the "Restricted Stock") consisting of
______ shares of the Company's Common Shares, $0.001 Par Value ("Common
Shares"), pursuant and subject to Xxxxx Caribe, Inc. 2003 Restricted Stock Plan
(the "Plan").
2. CONDITIONS TO PARTICIPANT'S RIGHTS UNDER THIS AGREEMENT. This Agreement
shall not become effective, and Participant shall have no rights with respect to
the Award or the Restricted Stock, unless both of the following events have
occurred to the Company's satisfaction:
a. Participant has fully executed this Agreement and delivered it to
the company (in the Company's discretion, such execution and
delivery may be accomplished through electronic means); and
b. Participant has fully executed a stock power in the form attached
as Appendix A and delivered it to the Company, including a
"Medallion Guarantee" by a qualified bank, securities broker or
other financial institution as further described on Appendix A.
(In the Company's discretion, such requirement may be waived).
3. RESTRICTIONS; VESTING. The Restricted Stock shall be subject to the
restrictions and other terms and conditions set forth in the Plan, which are
hereby incorporated herein by reference, and in this Agreement. Subject to the
terms and conditions of the Plan and this Agreement, Participant's rights in and
to the shares of Restricted Stock shall vest according to the following
schedule:
a. One-fifth (20%) of the shares of Restricted Stock shall vest on
________, 20__.
b. One-fifth (20%) of the shares of Restricted Stock shall vest on
_______, 20__.
c. One-fifth (20%) of the shares of Restricted Stock shall vest on
_______, 20__.
d. One-fifth (20%) of the shares of Restricted Stock shall vest on
_______, 20__.
e. The final one-fifth of the shares of Restricted Stock shall vest
on _______, 20__.
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The shares of Restricted Stock awarded under this Agreement shall vest in
accordance with the schedule set forth above unless, prior to the vesting date
set forth above, the Award and the applicable shares of Restricted Stock are
forfeited or become subject to accelerated vesting under the terms and
conditions of the Plan. Until shares of Restricted Stock vest, Participant shall
not sell, transfer, pledge, assign or otherwise encumber such shares of
Restricted Stock.
4. MANNER IN WHICH SHARES WILL BE HELD. Stock certificates evidencing the
shares of Restricted Stock awarded under this Agreement shall be registered in
the name of Participant and shall be delivered to and held in custody by the
Company, or its designee, until the restrictions thereon shall have lapsed or
any conditions to the vesting of such Award, or a portion thereof, have been
satisfied. Such certificates shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Award.
In the discretion of the Company, any or all shares of Restricted Stock
awarded to Participant hereunder may be issued in, or after issuance may be
transferred to, book-entry form and held by the Company in such form. In such
event, no stock certificates evidencing such shares will be held, the applicable
restrictions will be noted in the records of the Company's transfer agent and in
the book entry system, and upon vesting, Participant may request that the
Company issue a stock certificate for the applicable number of Common Shares.
5. RIGHTS OF SHAREHOLDER. Except as otherwise provided in this Agreement or
the Plan, Participant shall have, with respect to the shares of Restricted Stock
awarded hereunder, all of the rights of a shareholder of the Company, including
the right to vote the shares and the right to receive any dividends as declared
by the Company's Board of Directors.
6. SHARES NON-TRANSFERABLE. No shares of Restricted Stock shall be
transferable by Participant other than by will or by the laws of descent and
distribution. In the event any Award is transferred or assigned pursuant to a
court order, such transfer or assignment shall be without liability to the
Company, and the Company shall have the right to offset against such Award any
expenses (including attorneys' fees) incurred by the Company in connection with
such transfer or assignment.
7. TERMINATION OF EMPLOYMENT. Except as otherwise provided in the Plan or
as determined by the Committee, if Participant's employment with the Company is
terminated for any reason other than death, Disability or Qualified Retirement,
all Restricted Stock held by Participant which is unvested or subject to
restriction at the time of such termination shall be automatically forfeited.
8. TAXES. No later than the date as of which an amount first becomes
includable in the gross income of Participant for federal or Puerto Rico income
tax purposes with respect to shares of Restricted Stock awarded under this
Agreement, Participant shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, all federal, Puerto
Rico, state or local taxes or other items of any kind required by law to be
withheld with respect to such amount. Subject to the approval of the Committee,
Participant may satisfy any applicable tax withholding obligation resulting from
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the vesting of shares of Restricted Stock awarded hereunder by surrendering to
Company any other unrestricted Common Shares of the Company then owned by
Participant or Common Shares which are part of the Award. The obligations of the
Company under the Plan shall be conditional on such payment or arrangements and
the Company and its Subsidiaries and Affiliates to the extent permitted by law
shall have the right to deduct any such taxes from any payment of any kind
otherwise due to Participant.
9. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or in writing, between the parties
hereto relating to subject matter hereof, provided that the Agreement shall be
at all times subject to the Plan as provided above.
10. AMENDMENT: The Committee, in its sole discretion, may hereafter amend
the terms of this Award, but no such amendment shall be made which would impair
the rights of Participant, without Participant's consent.
11. DEFINITIONS: Unless otherwise defined in this Agreement, each
capitalized term in this Agreement shall have the meaning given to it in the
Plan.
12. governing law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE commonwealth of Puerto rico.
Participant hereby: (i) acknowledges receiving a copy of the Plan
Description relating to the Plan, and represents that he or she is familiar with
all of the material provisions of the Plan, as set forth in such Plan
Description; (ii) accepts this Agreement and the Restricted Stock awarded
pursuant hereto subject to all provisions of the Plan and this Agreement; and
(iii) agrees to accept as binding, conclusive and final ah decisions or
interpretations of the Committee relating to the Plan, this Agreement or the
Restricted Stock awarded hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
By: ______________________________________
Participant
XXXXX CARIBE, INC.
By: ______________________________________
Name:
Title:
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APPENDIX A --- IRREVOCABLE STOCK POWER
For Value Received, the undersigned does hereby assign and transfer to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
shares of Common Shares, $0.001 par value per share, of Xxxxx Caribe, Inc.
("Company") represented by certificate(s) no(s). _______________________________
______________________________________________________________________________,
________________________________________________________________________________
inclusive, standing in the name of the undersigned on the books of the Company.
The undersigned does hereby irrevocably constitute and appoint__________________
________________________________________________________________________________
Attorney to transfer the said stock on the books of the Company, with full power
of substitution in the premises.
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Printed Name
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Signature
Date:_________________________________
IMPORTANT: The signature of the assignor (Participant) must be
guaranteed by an eligible guarantor institution (bank, stock
broker, savings and loan association, or credit union) with
membership in an approved signature guarantee medallion
program pursuant to Securities and Exchange Commission Rule
l7Ad-15.
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Name of Guarantor Institution
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Signature Medallion Guaranteed
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