EXHIBIT 10.03
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE X. XXXXX, INC.
1994 EQUITY INCENTIVE PLAN
Name of Grantee: Xxxxxx X. Xxxxxxx
No. of Shares: 50,000
Purchase Price Per Share: $10.18
Grant Date: July 8, 1998
Final
Acceptance Date: July 8, 1998
Pursuant to the X. Xxxxx, Inc. 1994 Equity Incentive Plan (the "Plan") as
amended through the date hereof, X. Xxxxx, Inc. (the "Company") hereby grants a
performance based Restricted Stock Award (an "Award") to Xxxxxx X. Xxxxxxx (the
"Grantee"). Upon acceptance of this Award, Grantee shall receive the number of
shares of Common Stock, par value $.50 per share (the "Stock") of the Company
specified above, subject to the restrictions and conditions set forth herein and
in the Plan, and the Performance Share Award Agreement dated as of September 15,
1997 shall be terminated and be of no further force or effect.
1. Acceptance of Award. The Grantee shall have no rights with respect
to this Award unless he or she shall have accepted this Award prior to the close
of business on the Final Acceptance Date specified above by (i) making payment
to the Company by certified or bank check or other instrument acceptable to the
Compensation Committee of the Board of Directors of the Company of the Purchase
Price per Share times the number of shares to be accepted, and (ii) signing and
delivering to the Company a copy of this Award Agreement. Upon acceptance of
this Award by the Grantee, certificates evidencing the shares of Restricted
Stock so accepted shall be issued and delivered to the Grantee, and the
Grantee's name shall be entered as the stockholder of record on the books of the
Company. Thereupon, the Grantee shall have all the rights of a shareholder with
respect to such shares, including voting and dividend rights, subject, however,
to the restrictions and conditions specified in Paragraph 2 below.
2. Restrictions and Conditions.
(a) Certificates evidencing the shares of Restricted Stock
granted shall bear an appropriate legend, as determined by the Compensation
Committee in its sole discretion, to the effect that such shares are subject to
restrictions as set forth herein and in the Plan.
(b) Shares of Restricted Stock granted herein may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of by the
Grantee prior to vesting.
(c) The restrictions of this Award are performance based and
linked to certain stock price appreciation criteria, as follows: If the twenty
(20) day average trading price of the Company's Common Stock culminating on the
Vesting Date is not $15.00 per share or higher, the Company shall have the
right, at the discretion of the Compensation Committee, to repurchase such
number of shares set forth on Schedule A from the Grantee or the Grantee's legal
representative at the lower of their purchase price or the fair market value of
such shares on the Vesting Date. The Company must exercise such right of
repurchase or forfeiture by written notice to the Grantee or the Grantee's legal
representative not later than sixty (60) days following the Vesting Date.
3. Vesting of Restricted Stock. The restrictions and conditions in
Paragraph 2 of this Agreement shall lapse on September 15, 1999 or on September
15, 2000 (the "Vesting Date") as the Grantee, in his sole discretion, may select
by giving written notice to the Company no later than sixty (60) days prior to
September 15, 1999.
Subsequent to such Vesting Date, the shares of Stock on which all
restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock. In the event of a Change of Control of the Company as defined in Section
13 of the Plan, any restrictions and conditions on shares of Stock subject to
this Award shall be deemed waived by the Compensation Committee, and such shares
shall automatically become fully vested.
4. Dividends. Dividends on Shares of Restricted Stock shall be paid
currently to the Grantee.
5. Incorporation of Plan. Notwithstanding anything herein to the
contrary, this Agreement shall be subject to and governed by all the terms and
conditions of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.
6. Transferability. This Agreement is personal to the Grantee,
is non-assignable and is not transferable in any manner, by operation of
law or otherwise, other than by will or the laws of descent and distribution.
7. Tax Withholding. The Grantee shall, not later than the date as of
which the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Compensation Committee for payment of any Federal, state and local taxes
required by law to be withheld or account of such taxable event. The Grantee may
elect to have such tax withholding obligation satisfied, in whole or in part, by
(i) authorizing the Company to withhold from shares of Stock to be issued, or
(ii) transferring to the Company, a number of shares of Stock with an aggregate
fair market value that would satisfy the withholding amount due.
8. Election Under Section 83(b). The Grantee and the Company hereby
agree that the Grantee shall, within thirty (30) days following the acceptance
of this Award as provided in Paragraph 1 hereof, file with the Internal Revenue
Service and the Company an election under Section 83(b) of the Internal Revenue
Code.
9. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its
principal place of business, and shall be given to the
Grantee at the address set forth below, or in either case
at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Agreement does not confer upon the Grantee any rights
with respect to continuation of employment by the Company
or any Subsidiary.
(c) Pursuant to Section 11 of the Plan the Compensation
Committee may at any time amend or cancel any portion of
this Award, but no such action may be taken which
adversely affects the Grantee's rights under this
Agreement without Grantee's consent.
X. XXXXX, INC.
By: /s/ Xxxx X. Xxxxxxxxx
President and
Chief Executive Officer
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
Dated: July 8, 1998 /s/ Xxxxxx X. Xxxxxxx
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Grantee's Signature
Grantee's Name and Address:
Xxxxxx X. Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
