RESTRICTED STOCK AWARD AGREEMENT UNDER THE NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. 2009 STOCK OPTION AND COMPENSATION PLAN
Exhibit 10.1
RESTRICTED STOCK AWARD AGREEMENT UNDER THE
NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
2009 STOCK OPTION AND COMPENSATION PLAN
NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
2009 STOCK OPTION AND COMPENSATION PLAN
Name of Grantee: |
||||
Restricted Stock: Shares |
Grant Date: | |||
Fair Market Value on the Date of Grant (Per Share): $____/share |
||||
This Restricted Stock Award Agreement (this “Agreement”) is made as of the Grant Date by and
between National American University Holdings, Inc., a Delaware Corporation (the “Company”), and
the Grantee.
The Restricted Stock grant represents a transfer of shares of common stock of the Company, $0.0001
par value, subject to the restrictions, terms and conditions set forth in this Agreement and in the
National American University Holdings, Inc. 2009 Stock Option and Compensation Plan (the “Plan”).
In the event of any conflict between the terms of this Agreement and the Plan, the terms of the
Plan shall govern. Capitalized terms used but not defined shall have the meaning ascribed thereto
in the Plan.
1. Restricted Stock Award. The Company hereby grants to the Grantee the Restricted Stock,
consisting of the number of shares of common stock of the Company, $0.0001 par value, set forth
above (the “Shares”). The Shares have certain restrictions with respect to ownership and
transferability, as set forth in this Agreement.
2. Restrictions. The Grantee shall be prohibited from selling, assigning, transferring, pledging,
encumbering or otherwise disposing of the Shares, except by will or the laws of descent and
distribution, and the Shares shall be subject to forfeiture unless and until the Shares vest as
provided in Section 3 (the “Restrictions”).
3. Performance Targets. For the fiscal year ending May 31, 2010, if the Company experiences a
FY2010 System Profit of 15% or more and the Grantee is employed with the Company as of May 31,
2010, the Restrictions on all of the Shares shall lapse and the Shares will no longer be subject to
the Restrictions. If the Company does not achieve such performance target, all unvested Shares
shall be automatically and immediately forfeited. For purposes of calculating the FY2010 System
Profit, the 15% system profit margin is based on the profit of the Company’s University Division,
net of corporate overhead, 401(k) matching expense, interest income, interest expense, and business
expansion and development expenses, as determined by the Compensation Committee in its sole
discretion.
4. Tax Gross-Up. At such time as Grantee vests in the Restricted Stock, the Company will pay
Grantee a cash bonus sufficient to pay any federal or state income or employment taxes associated
with the vesting of the Restricted Stock.
5. Termination Upon Death or Disability. If the Grantee terminates employment as a result of death
or disability during a fiscal year, the employment requirement for the fiscal year in which
employment is terminated as a result of death or disability shall be deemed to be satisfied. If
the performance target is otherwise met for that fiscal year, the Grantee will vest in the Shares
for such fiscal year as otherwise provided in this Agreement. For purposes of this Agreement,
termination as a result of disability shall mean a termination as a result of the Grantee being
unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment expected to result in death or that is expected to last for a
continuous period of not less than 12 months.
6. Other Termination. If either the Grantee or the Company terminates the employment relationship
between the Grantee and the Company for any reason other than for death or disability, regardless
of whether such termination is with or without cause or good reason, all unvested Shares shall be
forfeited effective immediately upon such termination.
7. Withholding Taxes. The Grantee is responsible to promptly pay any Social Security, Medicare,
federal, state, and local taxes due, including, but not limited to, those due as a result of the
vesting of Shares under this Agreement.
The Company and its subsidiaries are authorized to deduct from any payment to the Grantee any such
taxes required to be withheld.
8. Beneficiary Designation. The Plan permits the Grantee to designate a beneficiary to receive
payments that may be due in the event of death. Any beneficiary may be named and the Grantee may
change his beneficiaries at any time by submitting a written designation form to the Company.
9. No Employment Contract. Nothing contained in the Plan or this Agreement creates any right to
Grantee’s continued employment or otherwise affects Grantee’s status as an employee at will.
Grantee hereby acknowledges that the Company and Grantee each have the right to terminate Grantee’s
employment at any time for any reason or for no reason at all, subject only to the terms of any
written Employment Agreement between Grantee and the Company or its subsidiaries.
10. Status of Participant. Upon issuance of the Shares, the Grantee will be recorded as a
registered stockholder of the Company with respect to the Shares. The Company will promptly
provide to the Grantee written confirmation of such issuance and recordation. Upon issuance of the
Shares, the Grantee will have all rights of a holder of common stock of the Company, including,
without limitation, voting rights. Rights to dividends and distributions in respect of the Shares
shall be credited on the Company’s books and records and accrued in favor of the Grantee, but shall
not be paid unless and until the Restriction is removed. Any dividends and distributions accrued
under this Section 10 shall be paid within 10 days after the Restriction is removed.
11. Transferability. Grantee shall not sell, transfer, assign or otherwise dispose of any Shares
while such Shares are subject to the Restrictions. Notwithstanding anything else in this Agreement
to the contrary, such Restrictions shall not apply to any transfer or gift during lifetime or death
of the Grantee to a Permitted Transferee provided that: (a) Grantee informs the Company of such
transfer prior to effecting it; and (b) the transferee or donee shall furnish the Company with a
written agreement to be bound by and comply with all provisions of this Agreement. For purposes of
this Agreement, “Permitted Transferee” means any trust if the trust is revocable by the Grantee and
if the Grantee is the primary beneficiary of that trust during his or her lifetime.
12. Book Entry Registration of the Shares. The Company will issue the Shares by registering the
Shares in book entry form in the Grantee’s name and the applicable restrictions will be noted in
the Company’s records and book entry system. No certificate(s) representing the Shares will be
issued unless and until the Restrictions have been removed. Subject to provision by the Grantee of
any documentation reasonably requested by the Company, upon written request by Grantee, the Company
will provide such documentation as is reasonably necessary to (a) remove any restrictions under
this Agreement with respect to the Shares, or (b) otherwise facilitate a lawful transfer of the
Shares pursuant to the terms and conditions of this Agreement.
13. Restrictive Legends. The restrictions noted in the Company’s records and any certificate or
certificates representing the Shares shall bear the following legend in substantially the following
form (as well as any other legends required by applicable state and federal corporate securities
laws) as reasonably deemed appropriate by the Company:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS OF A RESTRICTED STOCK AWARD AGREEMENT AND MAY ONLY BE
TRANSFERRED IN COMPLIANCE THEREWITH.
14. Section 83(b) Election. The Grantee hereby acknowledges that he may file an election pursuant
to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Shares of
Restricted Stock (less any purchase price paid for the Shares), provided that such election must be
filed with the Internal Revenue Service no later than thirty (30) days after the grant of
such Restricted Stock. The Grantee will seek the advice of her own tax advisors as to the
advisability of making such a Section 83(b) election, the potential consequences of making such an
election, the requirements for making such an election, and the other tax consequences of the
Restricted Stock award under federal, state, and any other laws that may be applicable. The
Company and its affiliates and agents have not and are not providing any tax advice to the Grantee.
15. Notices. Notices required hereunder shall be given in person or by registered mail to the
address of the Grantee shown on the records of the Company, and to the Company at its respective
principal executive offices.
16. Acknowledgment. Grantee’s receipt of this Agreement constitutes Grantee’s agreement to be
bound by the terms and conditions of this Agreement and the Plan. Grantee’s signature is not
required in order to make this Agreement effective.
