EXHIBIT 10.3(a)
VINTAGE WINE TRUST INC.
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
AGREEMENT by and between Vintage Wine Trust Inc., a Maryland corporation
(the "Company"), and ____________ (the "Grantee"), dated as of the 23rd day of
March, 2005.
WHEREAS, the Company maintains the Vintage Wine Trust Inc. 2005 Equity
Incentive Plan (as amended from time to time, the "Plan") (capitalized terms
used but not defined herein shall have the respective meanings ascribed thereto
by the Plan);
WHEREAS, the Grantee is a Director; and
WHEREAS, the Committee has determined that it is in the best interests of
the Company and its shareholders to grant Restricted Stock to the Grantee
subject to the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Grant of Restricted Stock.
The Company hereby grants the Grantee _____ Shares of Restricted Stock of
the Company, subject to the following terms and conditions and subject to the
provisions of the Plan. The Plan is hereby incorporated herein by reference as
though set forth herein in its entirety.
2. Restrictions and Conditions.
The Restricted Stock awarded pursuant to this Agreement and the Plan shall
be subject to the following restrictions and conditions:
(i) Subject to the provisions of the Plan and this Agreement, during
the period of restriction with respect to Shares granted hereunder
(the "Restriction Period"), the Grantee shall not be permitted
voluntarily or involuntarily to sell, transfer, pledge, anticipate,
alienate, encumber or assign the Shares (or have such Shares attached
or garnished). Subject to clauses (iii) and (iv) below, the
Restriction Period shall begin on the date hereof and lapse on the
following schedule:
Date Restriction Lapses Number of Shares
----------------------- ----------------
March 23, 2006
March 23, 2007
March 23, 2008
Notwithstanding the foregoing, unless otherwise expressly provided by the
Committee, the Restriction Period with respect to such Shares shall only
lapse as to whole Shares.
(ii) Except as provided in the foregoing clause (i), below in this clause
(ii) or in the Plan, the Grantee shall have, in respect of the Shares of
Restricted Stock, all of the rights of a shareholder of the Company,
including the right to vote the Shares and the right to receive dividends;
provided, however, that any cash dividends shall, unless otherwise provided
by the Committee, be held by the Company (unsegregated as a part of its
general assets) during the Restriction Period (and forfeited if the
underlying Shares are forfeited), and paid over to the Grantee (without
interest) as soon as practicable after such period lapses (if not
forfeited). Certificates for Shares (not subject to restrictions) shall be
delivered to the Grantee or his or her designee promptly after, and only
after, the Restriction Period shall lapse without forfeiture in respect of
such Shares of Restricted Stock.
(iii) Subject to clause (iv) below, if the Grantee has a Termination of
Service during the Restriction Period, then all Shares still subject to
restriction shall thereupon, and with no further action, be forfeited by
the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of
death or Disability, or in the event of a Change in Control (regardless of
whether a termination follows thereafter), during the Restriction Period,
then the Restriction Period will immediately lapse on all Restricted Stock
granted to the Grantee and not forfeited previously.
3. Certain Terms of Shares.
(a) The Grantee shall be issued a stock certificate in respect of Shares
awarded under this Agreement. Such certificate shall be registered in the
name of the Grantee. The certificates for Shares issued hereunder may
include any legend which the Committee deems appropriate to reflect any
restrictions on transfer hereunder, or as the Committee may otherwise deem
appropriate, and, without limiting the generality of the foregoing, shall
bear a legend referring to the terms, conditions, and restrictions
applicable to such Shares, substantially in the following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE VINTAGE WINE TRUST INC. 2005 EQUITY INCENTIVE PLAN
AND AN AWARD AGREEMENT APPLICABLE TO THE GRANT OF THE SHARES
REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH PLAN AND AWARD
AGREEMENTS ARE ON FILE IN THE OFFICES OF VINTAGE WINE TRUST
2
INC. AT 0000 XXXXX XXXXXX, XXXXX 000, XXX XXXXXX, XXXXXXXXXX 00000.
(b) Stock certificates evidencing the Shares granted hereby shall be held in
custody by the Company until the restrictions thereon shall have lapsed,
and, as a condition to the grant of any Shares, the Grantee shall have
delivered a stock power, endorsed in blank, relating to the stock covered
by such Award. If and when such restrictions so lapse, the stock
certificates shall be delivered by the Company to the Grantee or his
designee.
4. Miscellaneous.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY PRINCIPLES OF
CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.
(b) The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect. This Agreement may not be amended or
modified except by a written agreement executed by the parties hereto or
their respective successors and legal representatives. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.
(c) The Committee may make such rules and regulations and establish such
procedures for the administration of this Agreement as it deems
appropriate. Without limiting the generality of the foregoing, the
Committee may interpret the Plan and this Agreement, with such
interpretations to be conclusive and binding on all persons and otherwise
accorded the maximum deference permitted by law and take any other actions
and make any other determinations or decisions that it deems necessary or
appropriate in connection with the Plan, this Agreement or the
administration or interpretation thereof. In the event of any dispute or
disagreement as to interpretation of the Plan or this Agreement or of any
rule, regulation or procedure, or as to any question, right or obligation
arising from or related to the Plan or this Agreement, the decision of the
Committee shall be final and binding upon all persons.
(d) All notices hereunder shall be in writing, and if to the Company or the
Committee, shall be delivered to the Board or mailed to its principal
office, addressed to the attention of the Board; and if to the Grantee,
shall be delivered personally, sent by facsimile transmission or mailed to
the Grantee at the address appearing in the records of the Company. Such
addresses may be changed at any time by written notice to the other party
given in accordance with this paragraph 4(d).
3
(e) The failure of the Grantee or the Company to insist upon strict compliance
with any provision of this Agreement or the Plan, or to assert any right
the Grantee or the Company, respectively, may have under this Agreement or
the Plan, shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement or the Plan.
(f) Nothing in this Agreement shall confer on the Grantee any right to continue
in the service of the Company or its Subsidiaries or interfere in any way
with the right of the Company or its Subsidiaries and their shareholders to
terminate the Grantee's service at any time.
(g) This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with respect thereto.
4
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the day and year first above written.
VINTAGE WINE TRUST INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
5
EXHIBIT 10.3(b)
FORM OF VINTAGE WINE TRUST INC.
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
AGREEMENT by and between Vintage Wine Trust Inc., a Maryland corporation
(the "Company"), and ___________ (the "Grantee"), dated as of the 23rd day of
March, 2005.
WHEREAS, the Company maintains the Vintage Wine Trust Inc. 2005 Equity
Incentive Plan (as amended from time to time, the "Plan") (capitalized terms
used but not defined herein shall have the respective meanings ascribed thereto
by the Plan);
WHEREAS, the Grantee is an employee of the Company; and
WHEREAS, the Committee has determined that it is in the best interests of
the Company and its shareholders to grant Restricted Stock to the Grantee
subject to the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Grant of Restricted Stock.
The Company hereby grants the Grantee ________ Shares of Restricted Stock
of the Company, subject to the following terms and conditions and subject to the
provisions of the Plan. The Plan is hereby incorporated herein by reference as
though set forth herein in its entirety.
2. Restrictions and Conditions.
The Restricted Stock awarded pursuant to this Agreement and the Plan shall
be subject to the following restrictions and conditions:
(i) Subject to the provisions of the Plan and this Agreement, during
the period of restriction with respect to Shares granted hereunder
(the "Restriction Period"), the Grantee shall not be permitted
voluntarily or involuntarily to sell, transfer, pledge, anticipate,
alienate, encumber or assign the Shares (or have such Shares
attached or garnished). Subject to clauses (iii), (iv), (v) and (vi)
below, the Restriction Period shall begin on the date hereof and
lapse on the following schedule:
Date Restriction Lapses Number of Shares
----------------------- ----------------
Notwithstanding the foregoing, unless otherwise expressly provided
by the Committee, the Restriction Period with respect to such Shares
shall only lapse as to whole Shares.
(ii) Except as provided in the foregoing clause (i), below in this
clause (ii) or in the Plan, the Grantee shall have, in respect of
the Shares of Restricted Stock, all of the rights of a shareholder
of the Company, including the right to vote the Shares and the right
to receive dividends; provided, however, that any cash dividends
shall, unless otherwise provided by the Committee, be held by the
Company (unsegregated as a part of its general assets) during the
Restriction Period (and forfeited if the underlying Shares are
forfeited), and paid over to the Grantee (without interest) as soon
as practicable after such period lapses (if not forfeited).
Certificates for Shares (not subject to restrictions) shall be
delivered to the Grantee or his or her designee promptly after, and
only after, the Restriction Period shall lapse without forfeiture in
respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, if the Grantee
has a Termination of Service by the Company and its Subsidiaries for
Cause, or by the Grantee for any reason, during the Restriction
Period, then all Shares still subject to restriction shall
thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on
account of death Disability, or Retirement, or the Grantee has a
Termination of Service by the Company and its Subsidiaries for any
reason other than Cause, or in the event of a Change in Control
(regardless of whether a termination follows thereafter), during the
Restriction Period, then the Restriction Period will immediately
lapse on all Restricted Stock granted to the Grantee and not
forfeited previously.
(v) If the Grantee commences or continues service as a Director or
consultant of the Company or one of its Subsidiaries upon
termination of employment, such continued service shall be treated
as continued employment hereunder (and for purposes of the Plan),
and the subsequent termination of service shall be treated as the
applicable termination of employment for purposes of this Agreement.
(vi) If the Grantee is party to an employment agreement which
provides that Shares subject to restriction shall be subject to
terms other than those set forth above, the terms of such employment
agreement shall apply with respect to the Shares granted hereby and
shall, to the extent applicable, supersede the terms hereof.
3. Certain Terms of Shares.
(a) The Grantee shall be issued a stock certificate in respect of
Shares awarded under this Agreement. Such certificate shall be
registered in the name of the Grantee. The certificates for
Shares issued hereunder may include any legend which the
Committee deems appropriate to reflect any restrictions on
transfer hereunder, or
2
as the Committee may otherwise deem appropriate, and, without
limiting the generality of the foregoing, shall bear a legend
referring to the terms, conditions, and restrictions applicable to
such Shares, substantially in the following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF THE VINTAGE WINE TRUST
INC. 2005 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT
APPLICABLE TO THE GRANT OF THE SHARES REPRESENTED BY THIS
CERTIFICATE. COPIES OF SUCH PLAN AND AWARD AGREEMENTS ARE ON
FILE IN THE OFFICES OF VINTAGE WINE TRUST INC. AT 0000 XXXXX
XXXXXX, XXXXX 000, XXX XXXXXX, XXXXXXXXXX 00000.
(b) Stock certificates evidencing the Shares granted hereby shall be
held in custody by the Company until the restrictions thereon shall
have lapsed, and, as a condition to the grant of any Shares, the
Grantee shall have delivered a stock power, endorsed in blank,
relating to the stock covered by such Award. If and when such
restrictions so lapse, the stock certificates shall be delivered by
the Company to the Grantee or his designee.
4. Miscellaneous.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.
(b) The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect. This Agreement may not be amended
or modified except by a written agreement executed by the parties
hereto or their respective successors and legal representatives. The
invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other
provision of this Agreement.
(c) The Committee may make such rules and regulations and establish
such procedures for the administration of this Agreement as it
deems appropriate. Without limiting the generality of the
foregoing, the Committee may interpret the Plan and this
Agreement, with such interpretations to be conclusive and binding
on all persons and otherwise accorded the maximum deference
permitted by law and take any other actions and make any other
determinations or decisions that it deems necessary or
appropriate in connection with the Plan, this Agreement or the
administration or interpretation thereof. In the event of any
dispute or
3
disagreement as to interpretation of the Plan or this Agreement or
of any rule, regulation or procedure, or as to any question, right
or obligation arising from or related to the Plan or this Agreement,
the decision of the Committee shall be final and binding upon all
persons.
(d) All notices hereunder shall be in writing, and if to the Company
or the Committee, shall be delivered to the Board or mailed to
its principal office, addressed to the attention of the Board;
and if to the Grantee, shall be delivered personally, sent by
facsimile transmission or mailed to the Grantee at the address
appearing in the records of the Company. Such addresses may be
changed at any time by written notice to the other party given in
accordance with this paragraph 4(d).
(e) The failure of the Grantee or the Company to insist upon strict
compliance with any provision of this Agreement or the Plan, or to
assert any right the Grantee or the Company, respectively, may have
under this Agreement or the Plan, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this
Agreement or the Plan.
(f) Nothing in this Agreement shall confer on the Grantee any right to
continue in the employ or other service of the Company or its
Subsidiaries or interfere in any way with the right of the Company
or its Subsidiaries and their shareholders to terminate the
Grantee's employment or other service at any time.
(g) This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto, other than the
Employment Agreement if and to the extent the Employment Agreement
is in effect at the relevant time.
4
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the day and year first above written.
VINTAGE WINE TRUST INC.
By:
--------------------------------
Name:
-----------------------------
Title:
-----------------------------
------------------------------------
5
