STOCK APPRECIATION RIGHTS GRANT AGREEMENT
STOCK APPRECIATION RIGHTS AGREEMENT (this "SAR AGREEMENT") made as of
the date specified on Annex A attached hereto (the "GRANT DATE"), between X.X.
Xxxxxxxxx Corporation, a Delaware corporation (the "COMPANY"), and the
undersigned individual (the "PARTICIPANT"), pursuant to the X.X. Xxxxxxxxx
Corporation 2001 Stock Award and Incentive Plan (as may be amended from time to
time, the "2001 PLAN"), a copy of which you may access electronically on the RHD
Intranet under "Human Resources". Unless otherwise defined herein, the terms
defined in the 2001 Plan shall have the same defined meanings in this SAR
Agreement.
In consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the validity and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF SAR. The Company hereby grants to the Participant the right
to receive the aggregate dollar value of appreciation (collectively,
"APPRECIATION") in the Fair Market Value of the Company's Common Stock on the
number of shares (the "GRANTED SHARES") specified on Annex A, computed as the
difference between (a) the aggregate Fair Market Value of the Granted Shares on
the Grant Date (the "XXXXX XXXXX") and (b) the aggregate Fair Market Value of
the Granted Shares on the Exercise Date (as defined below) (the "APPRECIATION
PRICE") ; provided, however, that in no event shall the Appreciation Price
exceed $____. This grant shall be referred to as the SAR. Such Appreciation
shall be payable only in Paid Shares (as defined below). This SAR is in all
respects limited and conditioned as hereinafter provided, and is subject to the
terms and conditions of the 2001 Plan (which terms and conditions are and
automatically shall be incorporated herein by reference and made a part hereof
and shall control in the event of any conflict with any terms of this SAR
Agreement).
2. TERM. Unless earlier terminated pursuant to the 2001 Plan or this
SAR Agreement, this SAR shall expire on the expiration date specified on Annex A
(the "EXPIRATION DATE"), which is the seventh anniversary of the Grant Date.
This SAR shall not be exercisable on or after the Expiration Date.
3. EXERCISE OF SAR. Unless otherwise specified on Annex A, all or any
portion of this SAR may be exercised commencing on the fifth anniversary of the
Grant Date. This SAR, when exercisable in accordance with the foregoing, shall
remain exercisable, subject to the 2001 Plan or this SAR Agreement (including
without limitation Paragraph 7), until the Expiration Date or until other
termination of this SAR in accordance with the 2001 Plan. Prior to the exercise
of this SAR and delivery of Paid Shares, the Participant shall not have any
rights of a stockholder with respect to this SAR or the Shares subject to this
SAR.
4. METHOD OF EXERCISING SAR.
(a) Subject to the terms and conditions of the 2001 Plan and this SAR
Agreement, this SAR may be exercised upon written notice to the Company at its
principal office, which is currently located at 0000 Xxxxxxxx Xxxxx, Xxxx, XX,
00000. Such notice (a suggested form of which is attached as Annex B) shall
state the Participant's election to exercise this SAR and the number of Granted
Shares with respect to which it is being exercised, and shall be signed by the
Participant (or permitted assignee or legal representative).
(b) Upon receipt of such notice, the Company, as promptly as
practicable, shall deliver or cause to be delivered a certificate or
certificates representing such number of Shares (the "PAID SHARES") calculated
by dividing (i) the portion of the Appreciation (including all) applicable to
the number of Granted Shares to which this SAR is so exercised by (ii) the Fair
Market Value of X. X. Xxxxxxxxx Common Stock on the date such notice was
received by the Company (the "EXERCISE DATE"), less any shares withheld to
satisfy obligations for the payment of withholding taxes and other tax
obligations relating to this SAR, as specified in paragraph 10. The certificate
or certificates for the number of Paid Shares so determined shall be registered
in the name of the person or persons so exercising this SAR (or, if this SAR
shall be exercised by the Participant and if the Participant shall so request in
the notice exercising this SAR, shall be registered in the name of the
Participant and the Participant's spouse, jointly, with right of survivorship or
a trust established by the Participant for estate planning purposes) and shall
be delivered as provided above to or upon the written order of the person or
persons exercising this SAR. In the event this SAR is exercised by any person or
persons after the legal disability or death of the Participant, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this SAR. All Paid Shares that shall be delivered upon the exercise
of this SAR as provided herein shall be fully paid and non-assessable by the
Company.
5. SHARES TO BE PURCHASED FOR INVESTMENT. In the event the offer and
sale of Shares subject to this SAR are not covered by a then effective
registration statement under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), the Company may require as a condition to any exercise of
this SAR that the Participant (or other person entitled to exercise this SAR)
deliver to the Company an investment representation statement, as well as any
other documentation or information as the Committee shall reasonably request.
The Company shall be entitled to restrict the transferability of the Shares
issued upon any such exercise to the extent necessary to avoid a risk of
violation of the Securities Act or of any state laws or regulations. Such
restrictions may, at the discretion of the Company, be noted or set forth in
full on the Share certificates issued upon exercise of this SAR.
6. NON-TRANSFERABILITY OF SAR; FORFEITURE.
(a) Neither this SAR nor the Granted Shares subject thereto shall be
pledged, hypothecated or otherwise encumbered or subject to any lien, obligation
or liability of the Participant to any party (other than the Company or its
subsidiary or affiliate), or assigned or transferred by the Participant, other
than by will or the laws of descent and distribution or to a Beneficiary upon
the death of the Participant, and during the lifetime of the Participant, this
SAR shall be exercisable only by the Participant or his or her guardian or legal
representative, except that this SAR may be transferred to one or more
transferees during the lifetime of the Participant and may be exercised by such
transferees in accordance with the terms of this SAR, but only if and to the
extent such transfers are permitted by the Committee, subject to any terms and
conditions which the Committee may impose thereon (including limitations the
Committee may deem appropriate in order that offers and sales of Shares will
meet applicable requirements of registration forms under the Securities Act
specified by the Securities and Exchange Commission). A Beneficiary, transferee
or other person claiming any rights under the 2001 Plan from or through the
Participant shall be subject to all terms and conditions of the 2001 Plan and
this SAR Agreement, except as otherwise determined by the Committee, and to any
additional terms and conditions deemed necessary or appropriate by the
Committee.
(b) This SAR, any Shares delivered hereunder and any gains realized
upon exercise of this SAR are subject to forfeiture under certain circumstances
in accordance with Section 11 of the 2001 Plan.
7. TERMINATION OF EMPLOYMENT.
(a) Exercisability Upon Termination by Death, Disability or Retirement.
If the Participant's employment by the Company or any subsidiary or affiliate
terminates by reason of death, Disability (as defined below) or Retirement (as
defined below), this SAR may be exercised until the earlier to occur of one year
after the date of such termination or the Expiration Date, to the full extent of
this SAR, regardless of the extent to which it was exercisable at the time of
such death, Disability or Retirement; provided, however, that in the event of
Early Retirement (as defined below), the entire vested portion and 50% of any
unvested portion of this SAR shall be exercisable during such period. Upon
expiration of any such post-termination exercise period, this SAR shall
terminate.
(b) Effect of Other Termination. Unless otherwise determined by the
Committee, if the Participant's employment by the Company or any subsidiary or
affiliate terminates for any reason, other than death, Disability or Retirement
or for Cause, this SAR shall be exercisable during the period of 90 days after
such termination or until the Expiration Date, whichever period is shorter, but
only to the extent to which this SAR was exercisable at the time of such
termination. If such termination is for Cause, then this SAR shall terminate
upon such termination, unless otherwise determined by the Committee. Upon
expiration of any such post-termination exercise period, this SAR shall
terminate.
(c) Definitions. The term "DISABILITY" shall have the meaning defined
for such term in the long-term disability plan of the Company, as in effect from
time to time, and the term "RETIREMENT" shall mean your termination after your
attaining (i) age 50 years with 20 years of service with the Company or any of
its subsidiaries or affiliates ("EARLY RETIREMENT"), (ii) age 55 years with 10
years of service with the Company or any of its subsidiaries or affiliates or
(iii) age 65 years without regard to years of such service.
8. CHANGE IN CONTROL. Upon a Change in Control, this SAR will be
subject to Section 10 of the 2001 Plan; provided, however, that the transactions
contemplated by that certain Preferred Stock and Warrant Purchase Agreement,
dated as of September 21, 2002, by and among the Company and the investors
listed therein (as amended and supplemented to date and from time to time, the
"Preferred Stock and Warrant Purchase Agreement"), including, without
limitation, the initial issuance of the Preferred Shares and the Warrants (each
as defined in the Preferred Stock and Warrant Purchase Agreement) and any other
issuances or other matters provided therein, shall not constitute a Change in
Control as defined in Section 10(c) of the 2001 Plan.
9. NO GUARANTEE OF CONTINUED EMPLOYMENT OR OTHER SERVICE. THE
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
PARAGRAPH 3 IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE
COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS SAR OR ACQUIRING
SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS SAR
AGREEMENT AND THE VESTING PROVISIONS SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR
ANY PERIOD OR AT ALL,
AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT'S RIGHT TO TERMINATE OR
THE COMPANY'S RIGHT TO TERMINATE THE PARTICIPANT AT ANY TIME, WITH OR WITHOUT
CAUSE.
10. WITHHOLDING. The Company and any subsidiary or affiliate is
authorized to withhold from the distribution of Paid Shares relating to this
SAR, amounts of withholding and other taxes due or potentially payable in
connection with any transaction involving this SAR, and to take such other
action as the Committee may deem advisable to enable the Company and the
Participant to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to this SAR. This authority shall include
authority to withhold or receive Stock or other property and to make cash
payments in respect thereof in satisfaction of a Participant's withholding
obligations, either on a mandatory or elective basis in the discretion of the
Committee. Notwithstanding any provision in the 2001 Plan to the contrary, only
the minimum amount of Stock deliverable in connection with this SAR necessary to
satisfy statutory withholding requirements will be withheld.
11. GOVERNING LAW; ENTIRE AGREEMENT; SAR SURRENDER.
(a) The validity, construction and effect of this SAR Agreement shall
be determined in accordance with the laws of the State of Delaware, without
giving effect to principles of conflicts of law, and applicable provisions of
federal law.
(b) The 2001 Plan and this SAR Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and the
Participant with respect to the subject matter hereof. Any modification of this
SAR Agreement must be in writing signed by the Company (oral statements by any
person cannot modify this SAR Agreement). Decisions of the Committee with
respect to the administration and interpretation of the 2001 Plan and this SAR
Agreement shall be final, conclusive and binding on all persons interested
therein.
(c) As a condition to the right to exercise this SAR, the Participant
must not have theretofore delivered to the Company a written document signed by
the Participant surrendering the SAR to the Company.
IN WITNESS WHEREOF, the Company has caused this SAR Agreement to be
duly executed by its duly authorized officers and the Participant has executed
this SAR Agreement, each on Annex A, as of the Grant Date.
ANNEX A
STOCK APPRECIATION RIGHT GRANT ACKNOWLEDGEMENT AND AGREEMENT
NAME: ((NAME))
ADDRESS: ((ADDRESS)) ((CITY_)), ((STATE)) ((ZIP))
SOCIAL SECURITY OR TAX ID NUMBER: ((SSN))
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GRANT DATE:
EXPIRATION DATE:
NUMBER OF GRANTED SHARES: ((GRANT__20X))
XXXXX XXXXX:
VESTING SCHEDULE: This SAR will vest in its entirety on the fifth anniversary of
the Grant Date, or ________. Such vesting schedule may be accelerated based on
the annual and/or cumulative achievement of the business plan revenue (60%) and
EBITDA (40%) targets established for X.X. Xxxxxxxxx Publishing & Advertising
business in Illinois and Northwest Indiana. If applicable, such acceleration
shall be 33.33% of the grant per annum commencing on 12/31/05. Vesting
acceleration, if any, will be effective once the annual and cumulative results
are verified and approved by the Compensation & Benefits Committee of the Board
at its first meeting after 12/31 of the preceding year. The first meeting of
each year is typically held in February.
Date: X.X. Xxxxxxxxx Corporation
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By: /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx
Assistant Vice President - Compensation
ACCEPTED AND AGREED TO:
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Signature
SIGN AND RETURN THIS ANNEX A TO: COMPENSATION, RHD CORPORATE
HEADQUARTERS, CARY, NC
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ANNEX B
STOCK APPRECIATION RIGHT EXERCISE AUTHORIZATION FORM
I hereby exercise the following Stock Appreciation Rights granted to me by X.X.
Xxxxxxxxx. I understand that this will not be deemed a valid exercise until the
Company has received this letter and I have otherwise complied with all of the
applicable terms and conditions of the 2001 Plan and the SAR Agreement.
GRANT DATE # SHARES EXERCISED XXXXX XXXXX
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TAX WITHHOLDING ELECTION:
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I understand that you will reduce the number of Shares I will receive through
this exercise by the amount necessary to satisfy my withholding tax obligation.
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SHARES REGISTERED TO: Name:
Address:
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SHARE DELIVERY INSTRUCTIONS (CHECK ONE):
[ ] Xxxx X. Xxxxxxx [ ] Other (please include name & mailing address)
UBS Financial Services
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
(000) 000-0000 or (000) 000-0000
DWAC Account #: MQ 41275
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Print Name Social Security #
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Signature Phone #
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Date
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FAX COMPLETED FORM TO:
COMPENSATION DEPARTMENT
XXXXXX XXXXXX, COMPENSATION ANALYST
FAX: 000-000-0000
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