Exhibit 10.24
HILB, XXXXX AND XXXXXXXX COMPANY
2000 RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT, dated as of this 1st day of March,
2000, between Hilb, Xxxxx and Xxxxxxxx Company, a Virginia corporation ("the
Company"), and ____ (the "Employee"), is made pursuant and subject to the
provisions of the Company's 1989 Stock Plan, as amended, which is incorporated
herein by reference, and any future amendments thereto (the "Plan"), a copy of
which is attached. All terms used herein that are defined in the Plan shall have
the same meanings given them in the Plan.
1. Award of Restricted Stock. The Company hereby awards to the
Employee, subject to the terms and conditions of the Plan and the provisions of
this Agreement, __ shares of Common Stock of the Company (the "Restricted
Stock").
2. Terms and Conditions. The award of Restricted Stock hereunder
is subject to the following terms and conditions:
(a) Restricted Period. Except as provided in paragraph 3,
the Restricted Stock shall vest and become nonforfeitable in accordance with the
schedule set forth below:
Percent of
Date Award Vested
---- ------------
March 1, 2002 25%
March 1, 2003 50%
March 1, 2004 75%
March 1, 2005 100%
The period from the date hereof until the shares of Restricted Stock
have become 100% vested shall be referred to as the "Restricted Period."
(b) Issuance of Certificates; Restrictive Legend. The
stock certificate(s) evidencing the Restricted Stock shall be issued and
registered on the Company's books and
records in the name of the Employee as soon as practicable following the date of
this Agreement. The Company shall retain physical possession and custody of each
stock certificate representing the Restricted Stock until such time as the
Restricted Stock becomes vested in accordance with paragraph 2(a) above. The
Employee will deliver to the Company a stock power, endorsed in blank, with
respect to each award of Restricted Stock. Each stock certificate shall bear a
restrictive legend in substantially the following form:
The shares represented by this certificate are
restricted and may be transferred only in accordance with the
Restricted Stock Agreement between Hilb, Xxxxx and Xxxxxxxx
Company and [name of Employee], dated March 1, 2000.
Upon the written request of the Employee following the vesting of any portion of
the shares of Restricted Stock prior to any event of forfeiture under paragraph
3, the Company will promptly issue a stock certificate, without such restrictive
legend, with respect to the vested portion of the shares of the Restricted Stock
registered on the Company's books and records in the name of the Employee.
Following the expiration of the Restricted Period, the Company will promptly
issue a stock certificate, without such restrictive legend, for any shares of
Restricted Stock that have vested prior to any event of forfeiture under
paragraph 3 and have not been reissued without a restrictive legend as provided
in the preceding sentence.
(c) Transferability. During the Restricted Period, the
Employee shall not sell, assign, transfer, pledge, exchange, hypothecate, or
otherwise dispose of unvested Restricted Stock. Upon receipt by the Employee of
stock certificate(s) representing vested shares without a restrictive legend
pursuant to paragraph 2(b) above, the Employee may hold or dispose of the shares
represented by such certificate(s), subject to compliance with (i) the terms and
conditions of the Plan and this Agreement and (ii) applicable securities laws of
the United States of America and the Commonwealth of Virginia.
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(d) Shareholder Rights. Prior to any forfeiture of the
shares of Restricted Stock and while the shares are Restricted Stock, the
Employee shall, subject to the terms of this Agreement and the restrictions of
the Plan, have all rights of a shareholder with respect to the shares of
Restricted Stock awarded hereunder, including the right to receive dividends and
other distributions as and when declared by the Board of Directors of the
Company and the right to vote the shares of Restricted Stock.
(e) Tax Withholding. The Company shall have the right to
retain and withhold from any award of the Restricted Stock, the amount of taxes
required by any government to be withheld or otherwise deducted and paid with
respect to such award. At its discretion, the Company may require the Employee
receiving shares of Restricted Stock to pay or otherwise reimburse the Company
in cash for any such taxes required to be withheld by the Company and withhold
any distribution in whole or in part until the Company is so paid or reimbursed.
In lieu thereof, the Company shall have the unrestricted right to withhold, from
any other cash amounts due (or to become due) from the Company to the Employee,
an amount equal to such taxes required to be withheld by the Company to
reimburse the Company for any such taxes (or retain and withhold a number of
shares of vested Restricted Stock, having a market value not less than the
amount of such taxes, and cancel in whole or in part any such shares so
withheld, in order to reimburse the Company for any such taxes).
3. Death; Disability; Retirement; Termination of Employment. The
shares of Restricted Stock not yet vested shall become 100% vested and
transferable in the event that the Employee dies or becomes permanently and
total disabled (within the meaning of Section 22(e)(3) of the Internal Revenue
Code) while employed by the Company or an Affiliate during the Restricted
Period. Upon attaining age 62 with 10 consecutive years of service with the
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Company or an Affiliate, or in any other circumstance approved by the Committee
in its sole discretion, the shares of Restricted Stock shall become 100% vested
and transferable. In all events other than those previously addressed in this
paragraph, if the Employee ceases to be an employee of the Company or an
Affiliate, the Employee shall be vested only as to that percentage of shares of
Restricted Stock which are vested at the time of the termination of his
employment and the Employee shall forfeit the right to the shares of Restricted
Stock which are not yet vested on the termination date.
4. No Right to Continued Employment. This Agreement does not
confer upon the Employee any right with respect to continuance of employment by
the Company or an Affiliate, nor shall it interfere in any way with the right of
the Company or an Affiliate to terminate his or her employment at any time.
5. Change of Control or Capital Structure. Subject to any
required action by the shareholders of the Company, the number of shares of
Restricted Stock covered by this award shall be proportionately adjusted and the
terms of the restrictions on such shares shall be adjusted as the Committee
shall determine to be equitably required for any increase or decrease in the
number of issued and outstanding shares of Common Stock of the Company resulting
from any stock dividend (but only on the Common Stock), stock split,
subdivision, combination, reclassification, recapitalization or general issuance
to the holders of Common Stock of rights to purchase Common Stock at
substantially below its then fair market value or any change in the number of
shares of Common Stock outstanding effected without receipt of cash, property,
labor or services by the Company or for any spin-off or other distribution of
assets to shareholders.
In the event of a Change of Control, this award of Restricted Stock
shall immediately vest pursuant to the provisions of Section XIII(3) of the
Plan. In the event of a change in the Common
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Stock of the Company as presently constituted, which is limited to a change of
all or part of its authorized shares without par value into the same number of
shares with a par value, or any subsequent change into the same number of shares
with a different par value, the shares resulting from any such change shall be
deemed to be the Common Stock within the meaning of the Plan.
The award of Restricted Stock pursuant to the Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.
6. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of
Virginia, except to the extent that federal law shall be deemed to apply.
7. Conflicts. In the event of any conflict between the provisions
of the Plan as in effect on the date hereof and the provisions of this
Agreement, the provisions of the Plan shall govern. All references herein to the
Plan shall mean the Plan as in effect on the date hereof.
8. Employee Bound by Plan. The Employee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the terms and
provisions thereof.
9. Binding Effect. Subject to the limitations stated herein and
in the Plan, this Agreement shall be binding upon and inure to the benefit of
the legatees, distributees, and personal representatives of the Employee and the
successors of the Company.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by a duly authorized Employee, and the Employee has affixed his or her signature
hereto.
HILB, XXXXX AND XXXXXXXX COMPANY
By:_____________________________________
Title:__________________________________
[NAME OF EMPLOYEE]
________________________________________
Signature
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FOR VALUE RECEIVED I hereby sell, assign and transfer unto HILB, XXXXX AND
XXXXXXXX COMPANY, _________ (___) shares of the Common Stock of Hilb, Xxxxx and
Xxxxxxxx Company standing in my name on the books of said Corporation
represented by Certificate No. ____ herewith and do hereby irrevocably
constitute and appoint XXXXXX X. XXXXX, or his designee or successor, attorney
to transfer the said stock on the books of the within named Company with full
power of substitution in the premises.
Dated __________, 200_
__________________________________
[Signature - exact name as it
appears on certificate(s)]
__________________________________
[Print Name]
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RESTRICTED STOCK AWARDS
TO NAMED EXECUTIVE EMPLOYEES
GRANT DATE SHARES GRANTED
Xxxxxxx X. Xxxxxxxxx 03/01/2000 2,000
Xxxxxxx X. Xxxxx 03/01/2000 4,300
Xxxxxxx X. Xxxxxx 03/01/2000 8,600
Xxxx X. XxXxxxx 03/01/2000 8,600
Xxxxxx X. Xxxxx 03/01/2000 13,000
