SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this January 27,
1997, between SEACOR Holdings, Inc., a Delaware corporation (the "Company"), and
Xxx XxXxxxx, residing at 00000 Xxxxxxx Xxxx Xxxxx, Xxxx, XX, 00000 (the
"Grantee").
W I T N E S S E T H :
WHEREAS, Grantee is an officer or key employee of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the
Grantee desires to accept, shares of the Company's Common Stock, $0.01 par value
("Common Shares"), upon the terms and subject to the conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 300 (restricted) Common Shares (the "Restricted Stock"). Such
Grantee shall have the same rights of any other holder of shares of common stock
of the Company, including the right to receive dividends and to vote the shares.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of
a certain Restricted Stock Grant Agreement dated January 27, 1997
between Xxx XxXxxxx and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in approximately three equal and consecutive installments as follows:
Date Number of Shares
---- ----------------
January 31, 1998 100
January 31, 1999 100
January 31, 2000 100
Notwithstanding the foregoing, 100% beneficial ownership of the
aforementioned shares of Restricted Stock shall vest immediately, without any
action on the part of the Company (or its successor as applicable) or the
Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the
Company or any of its subsidiaries without "Cause" (as
hereinafter defined); and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a
physical or mental disability or infirmity (A) for a
continuous period of six (6) months or (B) at such earlier
time as the Grantee submits medical evidence satisfactory
to the Company that the Grantee has a physical or mental
disability or infirmity that will likely prevent the
Grantee from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully
failed to perform any of his material obligations or duties
required to be performed by him pursuant to the terms of
his employment as an officer or key employee of the
Company.; or (B) the Grantee shall have committed an act of
fraud, theft or dishonesty which is reasonably likely to
result in financial harm to the Company and/or any of its
subsidiaries; or (C) the Grantee shall be convicted of (or
plead nolo contendere to) any felony or misdemeanor
involving moral turpitude, which misdemeanor might, in the
reasonable judgment of a majority of the Board of Directors
of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly
adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the
good faith judgment of a majority of the Board of Directors
of the Company, the Company has "cause" to terminate the
Grantee's employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Company's outstanding securities
then entitled ordinarily (and apart from rights accruing under
special circumstances) to vote generally for the election of
directors; (C) during any period of two consecutive years, the
individuals who at the beginning of such period constitute the
Board of Directors (the "Board") cease for any reason to
constitute at least a majority thereof; (D) the Board shall
approve a sale of all or substantially all of the assets of
the Company and its subsidiaries (taken
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as a whole); or (E) the Board shall approve any merger,
consolidation, or like business combination transaction or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten
(10) business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted
Stock has been registered under the Securities Act and agrees that none of the
shares of the Restricted Stock may be offered, sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of except in compliance with this
Agreement and the Securities Act or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
or "blue sky" laws; and he understands that the Company has no obligation to
cause or to refrain from causing any of the shares of the Restricted Stock or
any other shares of its capital stock to be registered under the Securities Act
or to comply with any exemption under the Securities Act which would permit the
shares of the Restricted Stock to be sold or otherwise transferred by the
Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed,
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as appropriate, if to the Grantee, at his address set forth above or such other
address as he may designate in writing to the Company, and, if to the Company,
at 00000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 or such other address as
the Company may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Executive Vice President
GRANTEE
/s/ Xxx XxXxxxx
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Xxx XxXxxxx
