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EXHIBIT 10-O
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of the
1st day of April, 1997, between Veritas DGC Inc., a Delaware corporation (the
"Employer"), and Xxxx Xxxxxxx, an individual residing in Xxxxxx County, Texas
("Employee").
RECITALS
WHEREAS, Employee is employed by Employer.
WHEREAS, Employer and Employee desire that shares of stock of Employer
be issued to Employee, subject to this Agreement, as additional compensation to
Employee for his employment with Employer.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, Employer and Employee agree as follows:
1. Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated:
a. "Board" shall mean the board of directors of the
Company.
b. "Cause" shall have the meaning ascribed to such term
in the Employment Agreement.
c. "Disability" shall have the meaning ascribed to such
term in the Employment Agreement.
d. "Employment Agreement" shall mean that certain
Employment Agreement of even date herewith between Employer and
Employee.
e. "Forfeiture Restrictions" shall mean any prohibitions
and restrictions set forth herein with respect to the sale or other
disposition of shares of Stock issued to Employee hereunder and the
obligation to forfeit and surrender such shares to Employer.
f. "Good Reason" shall have the meaning ascribed to such
term in the Employment Agreement.
g. "Stock" shall mean the common stock of Employer, $.01
par value.
h. "Restricted Shares" shall mean shares of Stock that
are subject to the Forfeiture Restrictions.
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2. Restricted Shares. The Employee agrees to accept the
Restricted Shares when issued and agrees with respect thereto as follows:
a. On the date of this Agreement, Employer shall cause
to be issued in Employee's name 10,000 shares of Stock as Restricted
Shares. A certificate evidencing the Restricted Shares shall be
issued by Employer in Employee's name, pursuant to which Employee
shall have, except for the Forfeiture Restrictions, all of the rights
of a stockholder of Employer with respect to such Restricted Shares,
including, without limitation, the right to receive any dividends or
distributions allocable thereto. The certificate shall be delivered
upon issuance to the Secretary of Employer or to such other depository
as may be designated by the Board as a depository for safekeeping
until the forfeiture of such Restricted Shares occurs or the
Forfeiture Restrictions lapse. On the date of this Agreement,
Employee shall deliver to Employer stock powers, endorsed in blank,
relating to the Restricted Shares. Upon the lapse of the Forfeiture
Restrictions without forfeiture, Employer shall cause a new
certificate or certificates to be issued without legend in the name of
Employee in exchange for the certificate evidencing the Restricted
Shares.
b. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered
or disposed of to the extent then subject to the Forfeiture
Restrictions. Further, the Restricted Shares may not be sold or
otherwise disposed of in any manner which would constitute a violation
of any applicable federal or state securities laws. Employee also
agrees (i) that Employer may refuse to register the transfer of the
Restricted Shares on the stock transfer records of Employer if such
proposed transfer would in the opinion of counsel satisfactory to
Employer constitute a violation of any applicable securities law and
(ii) that Employer may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Restricted
Shares. The Forfeiture Restrictions shall be binding upon and
enforceable against any transferee of the Restricted Shares.
Certificates representing the Restricted Shares shall be legended as
follows to reflect the Forfeiture Restrictions and to assure
compliance with any applicable federal or state securities laws:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THAT CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE
COMPANY AND XXXX XXXXXXX DATED APRIL 1, 1997. RESTRICTIONS ON
THE RIGHT TO OWN OR TRANSFER THE SHARES OF STOCK REPRESENTED
BY THIS CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO SAID
RESTRICTED STOCK AGREEMENT. A COPY OF THE RESTRICTED STOCK
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS
CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE
OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE
HOLDER REQUESTING SUCH COPY.
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c. The Forfeiture Restrictions shall lapse as to the
Restricted Shares in accordance with the following schedule provided
that Employee has been continuously employed by Employer from the
effective date of this Agreement through the lapse date:
Number of
Restricted Shares as to
Which Forfeiture
Lapse Date Restrictions Lapse
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April 1, 1998 3333
April 1, 1999 3333
April 1, 2000 3334
Notwithstanding the foregoing provisions of this Section 2(c), in the
event Employee's employment with Employer is terminated prior to April
1, 2000 (i) by Employer without Cause, (ii) by Employee for Good
Reason or (iii) due to the death or Disability of Employee, then all
remaining Forfeiture Restrictions shall immediately lapse.
d. The existence of the Restricted Shares shall not
affect in any way the right or power of Employer to make or authorize
any adjustment, recapitalization, reorganization or other change in
Employer's capital structure or its business, any merger or
consolidation of Employer, any issue of debt or equity securities, the
dissolution or liquidation of Employer or any sale, lease, exchange or
other disposition of all or any part of its assets or business or any
other corporate act or proceeding. The prohibitions of Section 2(b)
hereof shall not apply to the transfer of Restricted Shares pursuant
to a plan of reorganization of Employer, but the stock, securities or
other property received in exchange therefor shall also become subject
to the Forfeiture Restrictions and provisions governing the lapsing of
such Forfeiture Restrictions applicable to the original Restricted
Shares for all purposes of this Agreement and the certificates
representing such stock, securities or other property shall be
legended to show such restrictions.
e. To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in income
to Employee for federal or state income tax purposes, Employee shall
deliver to Employer at the time of such receipt or lapse, as the case
may be, such amount of money as Employer may require to meet its
obligation under applicable tax laws or regulations, and, if such
Employee fails to do so, Employer is authorized to withhold from any
cash or stock remuneration then or thereafter payable to Employee any
tax required to be withheld by reason of such resulting compensation
income.
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3. Consideration. As consideration for the issuance of the Restricted
Shares, Employee shall pay Employer the par value of such Restricted Shares.
4. Employment Relationship. For purposes of this Agreement,
Employee shall be considered to be in the employment of Employer as long as
Employee remains an employee of either Employer, any successor corporation or a
parent or subsidiary corporation (as defined in Section 424 of the Code) of
Employer or any successor corporation thereof. Any questions as to whether and
when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Board and its determination shall be
final.
5. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of Employer, Employee, any successors to Employer and all
persons lawfully claiming under the Employee.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original for all purposes but all of
which taken together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Employer has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and the Employee has executed
this Agreement, all as of the date first above written.
EMPLOYER:
VERITAS DGC INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
EMPLOYEE:
/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
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