Exhibit 99.1
XXXXXXX INCORPORATED
RESTRICTED STOCK AWARD AGREEMENT
XXXXXXX INCORPORATED 2005 INCENTIVE AWARD PLAN
GRANT: _______ shares of Class B Common Stock, NAME:
par value $0.01 per share (the "Restricted Stock")
GRANT DATE: SIGNATURE:
Effective on the Grant Date you have been granted the Restricted Stock of
Xxxxxxx Incorporated (the "Company"), in accordance with the provisions of the
Xxxxxxx Incorporated 2005 Incentive Award Plan (the "Plan") and subject to the
restrictions, terms and conditions set forth herein.
Until vested, the Restricted Stock shall be subject to forfeiture in the event
of the termination of your employment or service with the Company and all of its
Subsidiaries for any reason, whether such termination is occasioned by you, by
the Company or any of its Subsidiaries, with or without cause or by mutual
agreement ("Termination of Service").
Until vested, the Restricted Stock or any right or interest therein are not
transferable except by will or the laws of descent and distribution.
The Restricted Stock will vest and no longer be subject to the restrictions and
forfeiture under this Agreement in one-third increments on each anniversary of
the Grant Date. Notwithstanding the foregoing, the Restricted Stock shall be
fully vested upon (i) your Termination of Service by reason of death or
permanent disability, or (ii) a Change of Control.
"Permanent disability" means that you are unable to perform your duties by
reason of any medically determined physical or mental impairment which can be
expected to result in death or which has lasted or is expected to last for a
continuous period of at least 12 months, as reasonably determined by the Board
of Directors in its discretion.
You will be entitled to all dividends paid with respect to the Restricted
Stock. You are entitled to vote all shares of Restricted Stock.
The Company shall cause the Restricted Stock to either (i) be issued and a stock
certificate or certificates representing the Restricted Stock to be registered
in the name of the Participant, or (ii) held in book entry form promptly upon
execution of this Agreement. If a stock certificate is issued, it shall be
delivered to and held in custody by the Company until the applicable
restrictions lapse at the times specified above, or such Restricted Stock is
forfeited. If issued, each such certificate will bear the following legend:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
FORFEITURE AND THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES
OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND
CONDITIONS (INCLUDING RESTRICTIONS AGAINST TRANSFER) CONTAINED
IN THE XXXXXXX INCORPORATED 2005 INCENTIVE AWARD PLAN AND A RESTRICTED
STOCK AWARD AGREEMENT DATED [___________ __, 2005], ENTERED INTO
BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND XXXXXXX INCORPORATED. A
COPY OF THE AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF
XXXXXXX INCORPORATED, 584 DERBY XXXXXXX XX., XXXXXX, XX 00000-0000.
If a certificate is issued, then following the vesting of any of your Restricted
Stock, the Company will cause to be issued and delivered to you a new
certificate evidencing such Restricted Stock, free of the legend provided above.
If your Restricted Stock is held in book form, the Company will cause any
restrictions noted on the book form to be removed.
The Company has the authority to deduct or withhold, or require you to remit to
the Company, an amount sufficient to satisfy applicable federal, state, local
and foreign taxes (including the Participant's FICA obligation) required by law
to be withheld with respect to any taxable event arising from this Restricted
Stock Award. You may satisfy your tax obligation, in whole or in part, by
either: (i) electing to have the Company withhold shares of your Restricted
Stock otherwise to be delivered with a Fair Market Value equal to the minimum
amount of the tax withholding obligation, (ii) surrendering to the Company
previously owned shares with a Fair Market Value equal to the minimum amount of
the tax withholding obligation, (iii) withholding from other cash compensation
or (iv) paying the amount of the tax withholding obligation directly to the
Company in cash; provided, however, that if the tax obligation arises during a
period in which the Participant is prohibited from trading under any policy of
the Company or by reason of the Exchange Act, then the tax withholding
obligation shall automatically be satisfied in accordance with subsection (i) of
this paragraph.
Nothing in the Plan or this Agreement shall be interpreted to interfere with or
limit in any way the right of the Company or any Subsidiary to terminate any
Participant's employment or services at any time, nor confer upon any
Participant the right to continue in the employ or service of the Company or any
Subsidiary.
This Restricted Stock Award is granted under and governed by the terms and
conditions of the Plan. You acknowledge and agree that the Plan has been
introduced voluntarily by the Company and in accordance with its terms it may be
amended, cancelled, or terminated by the Company, in its sole discretion, at any
time. The grant of a Restricted Stock Award under the Plan is a one-time benefit
and does not create any contractual or other right to receive an award of
Restricted Stock or benefits in lieu of Restricted Stock in the future. Future
awards of Restricted Stock, if any, will be at the sole discretion of the
Company, including, but not limited to, the timing of the award, the number of
shares and vesting provisions. By execution of this Agreement, you consent to
the provisions of the Plan and this Agreement. Defined terms used herein shall
have the meaning set forth in the Plan, unless otherwise defined herein.
XXXXXXX INCORPORATED
By:
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Its:
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