AMCOL INTERNATIONAL CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.17
AMCOL INTERNATIONAL
CORPORATION
2006
LONG-TERM INCENTIVE PLAN
FORM
OF
This
Restricted Stock Award Agreement (the “Award Agreement”), effective as of
______________ (the “Award Date”), is entered into by and between AMCOL
International Corporation, a Delaware corporation (the “Company”) and
______________ (the “Grantee”). All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the AMCOL
International Corporation 2006 Long-Term Incentive Plan (the
“Plan”).
WHEREAS,
Grantee serves as ______________ of the Company and the Company desires to
encourage him to continue to serve in such capacities.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
obligations hereinafter set forth, the Company agrees to deliver to Grantee
restricted stock of the Company under the Plan on the terms and conditions set
forth herein.
1. Grant. The
Company hereby grants to Grantee a total of ______ shares of Restricted Stock
(the “Restricted Shares”), subject to the restrictions set forth in Section 3
hereof and in the Plan, including the certification requirements of Section
14.03 of the Plan. The Restricted Shares are intended to constitute a
Qualified Performance Based Award under Section 14 of the Plan.
2. Vesting. If
Grantee is an employee of the Company on ______________, has been continuously
employed by the Company since the Award Date and the Company’s return on capital
employed during the period from ______________ through ______________ is at
least ____, the Restricted Shares granted hereunder will vest
100%. Except as otherwise provided herein, if the Grantee is not an
employee of the Company on ______________, none of the Restricted Shares shall
vest, regardless of the Company’s financial performance.
3. Acceleration of
Vesting. The provision of Section 11.01 and 11.02 of the Plan
with respect to acceleration of vesting are inapplicable to this
award. In the event the Grantee dies, becomes Disabled (as defined in
the Company’s Long-Term Disability Plan), retires on or after his sixty-fifth
birthday or retires on or after his fifty-fifth birthday with the Company’s
consent, the Restricted Shares will vest pro rata based on performance to
date. Except as set forth above or in Section 11.03 of the Plan, in
no other event shall Grantee be entitled to acceleration of
Vesting.
4. Restrictions. None
of the Restricted Shares may be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered or disposed of until they have vested in
accordance with the terms of this Award Agreement. Any Restricted
Shares that are not vested shall be forfeited to the Company immediately upon
termination of the Grantee’s employment.
5. Stock
Certificates. Each stock certificate evidencing any Restricted
Shares shall be registered in the name of the Grantee and shall contain such
legends and stock transfer instructions or limitations as may be determined or
authorized by the Company in its sole discretion; and the Company may, in its
sole discretion, retain custody of any such certificate throughout the period
during which any restrictions are in effect and require that the Grantee tender
to the Company a stock power duly executed in blank relating thereto as a
condition to issuing any such certificate.
6. Rights as
Stockholder. The Grantee shall have no rights as a stockholder
with respect to any Restricted Shares until a stock certificate for the shares
is issued in Grantee’s name. Once any such stock certificate is
issued in Grantee’s name, the Grantee shall be entitled to all rights associated
with ownership of the Restricted Shares (including, without limitation, the
right to vote and the right to receive cash dividends declared thereon), and any
non-cash dividends or distributions declared on such Restricted Shares (e.g., a
stock dividend), shall be subject to the same restrictions as the shares of
Restricted Shares to which they relate, if applicable.
7. Construction. This
Award Agreement is subject to the terms of the Plan and shall be construed in
accordance therewith. All capitalized and undefined terms herein are
subject to the definitions contained in the Plan. The construction
and operation of this Award Agreement are governed by the laws of the State of
Illinois without regard to any conflicts or choice of law rules or principles
that might otherwise refer construction or interpretation of this Agreement to
the substantive law of another jurisdiction, and any litigation arising out of
this Agreement shall be brought in the Circuit Court of the State of Illinois or
the United States District Court for the Eastern Division of the Northern
District of Illinois.
8. Withholding.
Grantee agrees, as a condition of this Award, to make acceptable
arrangements to pay any withholding or other taxes that may be due as a result
of the vesting of the Restricted Shares. In the event that the
Company determines that any federal, state, local or foreign tax or withholding
payment is required relating to the vesting of the Restricted Shares, the
Company shall have the right to require such payments from Grantee, or withhold
such amounts from other payments due Grantee from the Company or any Subsidiary
or Affiliate.
9. Amendment. This
Award Agreement may be amended at any time by written agreement between the
Company and Grantee. Any such amendment shall be made pursuant to a resolution
of the Compensation Committee of the Company’s Board of Directors.
10.
Severability. In
the event that any provision or portion of this Award Agreement shall be
determined to be invalid or unenforceable for any reason, the remaining
provisions of this Award Agreement shall be unaffected thereby and shall remain
in full force and effect.
11.
No Retention
Rights. Nothing herein contained shall confer on the Grantee
any right with respect to continuation of employment by the Company, or
interfere with the right of the Company to terminate at any time the employment
of the Grantee.
12.
Counterparts. This
Award Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
13.
Entire
Agreement. This Award Agreement supersedes and cancels all
prior written or oral agreements and understandings relating to the terms of
this Agreement.
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GRANTEE
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AMCOL
INTERNATIONAL CORPORATION
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By:
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[Grantee]
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Xxxxxxxx
X. Xxxxxx
President
and Chief Executive Officer
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