RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.29
THIS
AGREEMENT is entered into and effective as of __________,
2006
(the “Date of Grant”), by and between Select Comfort Corporation (the “Company”)
and ______________________________
(the
“Grantee”).
A. The
Company has adopted the Select Comfort Corporation 2004 Stock Incentive Plan
(the “Plan”) authorizing the grant of Restricted Stock Awards to employees and
non-employee directors, consultants and independent contractors of the Company
and its Subsidiaries (as defined in the Plan).
B. The
Company desires to give the Grantee a proprietary interest in the Company
and an
added incentive to advance the interests of the Company by granting to the
Grantee a Restricted Stock Award pursuant to the Plan.
Accordingly,
the parties agree as follows:
1.
Grant
of Award.
The
Company hereby grants to the Grantee a Restricted Stock Award (the “Award”)
consisting of __________(
)
shares (the “Award Shares”) of the Company’s common stock, par value $0.01 per
share (the “Common Stock”), subject to the terms, conditions and restrictions
set forth below and in the Plan. Reference to the Award Shares in this Agreement
will be deemed to include the Dividend Proceeds (as defined in Section 3.3
of
this Agreement) with respect to such Award Shares that are retained and held
by
the Company as provided in Section 3.3 of this Agreement.
2.
Grant
Restriction.
2.1 Restriction
and Forfeiture.
The
Grantee’s right to retain the Award Shares will be subject to the Grantee
remaining in the continuous employ or service of the Company or any Subsidiary
for a period of four (4) years (the “Restriction Period”) following the Date of
Grant; provided, however, that such employment/service period restrictions
(the
“Restrictions”) will lapse and terminate prior to end of the Restriction Period
as set forth in Sections 2.2 and 2.3 below.
2.2 Termination
of Employment or Other Service.
(a) Termination
Due to Death or Disability.
In the
event that the Grantee’s employment or other service with the Company and all
Subsidiaries is terminated by reason of the Grantee’s death or Disability (as
defined in the Plan), the Restrictions applicable to the Award Shares will
immediately lapse and terminate.
(b) Termination
Due to Retirement.
(i) In
the
event that the Grantee’s employment or other service with the Company and all
Subsidiaries is terminated by reason of the Grantee’s retirement at or beyond
normal retirement age (60) and the Grantee has ten (10) or more years of
service
with the Company prior
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to
retirement, the Restrictions applicable to the Award Shares will immediately
lapse and terminate with respect to all of the Award Shares.
(ii) In
the
event that the Grantee’s employment or other service with the Company and all
Subsidiaries is terminated by reason of the Grantee’s retirement at or beyond
normal retirement age (60) and the Grantee has less than ten (10) years of
service with the Company prior to retirement, the Restrictions applicable
to the
Award Shares will immediately lapse and terminate pro rata based on the number
of months elapsed in the Restriction Period as of the date of retirement
(e.g.,
if retirement occurs 32 months into the 48 month vesting period, then the
Restrictions will lapse and terminate with respect to 2/3rds of the Award
Shares).
(iii) In
the
event that the Grantee’s employment or other service with the Company and all
Subsidiaries is terminated by reason of the Grantee’s retirement at or beyond
early retirement age (55) and the Grantee has five (5) or more years of service
with the Company prior to retirement, the Restrictions applicable to the
Award
Shares will immediately lapse and terminate pro rata based on the number
of
months elapsed in the Restriction Period as of the date of retirement (e.g.,
if
retirement occurs 32 months into the 48 month vesting period, then the
Restrictions will lapse and terminate with respect to 2/3rds of the Award
Shares).
(c) Termination
for Reasons other than Death, Disability or Retirement.
In the
event the Grantee’s employment or other service with the Company and all
Subsidiaries is terminated for any reason other than death, Disability or
Retirement, or the Grantee is in the employ or service of a Subsidiary and
the
Subsidiary ceases to be a Subsidiary of the Company (unless the Grantee
continues in the employ or service of the Company or another Subsidiary),
all
rights of the Grantee under the Plan and this Agreement will terminate
immediately without notice of any kind, and this Award will be terminated
and
all Award Shares with respect to which the Restrictions have not lapsed will
be
forfeited.
2.3 Change
in Control.
If a
Change in Control (as defined in the Plan) of the Company occurs, the
Restrictions applicable to the Award Shares will immediately lapse and
terminate.
3. Issuance
of Award Shares.
3.1 Privileges
of a Shareholder; Transferability.
As soon
as practicable after the execution and delivery of this Agreement and the
satisfaction of any conditions to the effective issuance of such Award Shares,
the Grantee will be recorded on the books of the Company as the owner of
the
Award Shares, and the Company will issue one or more duly issued and executed
stock certificates evidencing the Award Shares. Except as otherwise expressly
provided in this Agreement, the Grantee will have all voting, dividend,
liquidation and other rights with respect to the Award Shares in accordance
with
their terms upon becoming the holder of record of such Award Shares; provided,
however, that prior to the lapse or other termination of the Restrictions
applicable to Award Shares, such Award Shares will not be assignable or
transferable by the Grantee, either voluntarily or involuntarily, and may
not be
subjected to any lien, directly or indirectly, by operation of law or otherwise.
Any attempt to transfer, assign or encumber the Award Shares other than in
accordance with this Agreement and the Plan will be null and void and will
void
the Award, and all Award Shares for which the Restrictions have not lapsed
will
be forfeited and immediately returned to the Company.
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3.2 Enforcement
of Restrictions.
To
enforce the Restrictions imposed by this Agreement and the Plan, the Company
may
place a legend on the stock certificates referring to the Restrictions and
may
require the Grantee, until the Restrictions have lapsed with respect to Award
Shares, to keep the stock certificates evidencing such Award Shares, together
with duly endorsed stock powers, in the custody of the Company or its transfer
agent or to maintain evidence of stock ownership of such Award Shares, together
with duly endorsed stock powers, in a certificateless book-entry stock account
with the Company’s transfer agent.
3.3 Dividends
and Other Distributions.
Unless
the Compensation Committee of the Board of Directors (the “Committee”)
determines otherwise in its sole discretion (including, without limitation,
at
any time after the grant of the Restricted Stock Award), any dividends or
distributions (including, without limitation, any cash dividends, stock
dividends or dividends in kind, the proceeds of any stock split or the proceeds
resulting from any changes or exchanges described in Section 6 of this
Agreement, all of which are referred to herein collectively as the “Dividend
Proceeds”) that are paid or payable with respect to shares of Common Stock
subject to the unvested portion of a Restricted Stock Award will be subject
to
the same rights and restrictions under this Agreement as the shares to which
such dividends or distributions relate. The Committee may, in its sole
discretion, distribute such Dividend Proceeds to the Grantee or it may retain
and hold such Dividend Proceeds subject to the Restrictions and the other
terms
and conditions of this Agreement. In the event the Committee determines not
to
pay such Dividend Proceeds currently, the Committee will determine in its
sole
discretion whether any interest will be paid on such Dividend Proceeds. In
addition, the Committee in its sole discretion may require such Dividend
Proceeds to be reinvested (and in such case the Committee may require the
Participant’s consent to such reinvestment) in shares of Common Stock that will
be subject to the same restrictions as the shares to which such Dividend
Proceeds relate. In addition, the Committee may, in its sole discretion,
cause
such Dividend Proceeds to be paid to the Company pursuant to Section 5 of
this
Agreement in order to satisfy any federal, state or local withholding or
other
employment-related tax requirements attributable to such dividends or
distributions or to the Grantee’s receipt of the Award or the lapse or
termination of the Restrictions applicable to Award Shares.
4. Rights
of Grantee.
4.1 Employment
or Service.
Nothing
in this Agreement will interfere with or limit in any way the right of the
Company or any Subsidiary to terminate the employment or service of the Grantee
at any time, nor confer upon the Grantee any right to continue in the employ
or
service of the Company or any Subsidiary at any particular position or rate
of
pay or for any particular period of time.
4.2 Rights
as a Shareholder.
The
Grantee will have no rights as a shareholder until the Grantee becomes the
holder of record of such Award Shares, and no adjustment will be made for
dividends or distributions with respect to the Award Shares as to which there
is
a record date preceding the date the Grantee becomes the holder of record
of the
Award Shares, except as may otherwise be provided in the Plan or determined
by
the Committee in its sole discretion.
5. Withholding
Taxes.
The
Company is entitled to (a) withhold and deduct from future wages of the Grantee
(or from other amounts that may be due and owing to the Grantee from the
Company), or cause to
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be
paid
to the Company out of Dividend Proceeds, or make other arrangements for the
collection of all legally required amounts necessary to satisfy any federal,
state or local withholding and employment-related tax requirements attributable
to the receipt of the Award, the receipt of dividends or distributions on
Award
Shares, or the lapse or termination of the Restrictions applicable to Award
Shares, or (b) require the Grantee promptly to remit the amount of such
withholding to the Company. In the event that the Company is unable to withhold
such amounts, for whatever reason, the Grantee agrees to pay to the Company
an
amount equal to the amount the Company would otherwise be required to withhold
under federal, state or local law.
6. Adjustments.
In
the
event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of
shares, rights offering or divestiture (including a spin-off) or any other
change in the corporate structure or shares of the Company, the Committee
(or,
if the Company is not the surviving corporation in any such transaction,
the
board of directors of the surviving corporation), in order to prevent dilution
or enlargement of the rights of the Grantee, will make appropriate adjustment
(which determination will be conclusive) as to the number and kind of securities
or other property (including cash) subject to this Award.
7. Subject
to Plan.
The
Award
and the Award Shares granted pursuant to this Agreement have been granted
under,
and are subject to the terms of, the Plan. Terms of the Plan are incorporated
by
reference in this Agreement in their entirety, and the Grantee, by execution
hereof, acknowledges having received a copy of the Plan. The provisions of
this
Agreement will be interpreted as to be consistent with the Plan, and any
ambiguities in this Agreement will be interpreted by reference to the Plan.
In
the event that any provision of this Agreement is inconsistent with the terms
of
the Plan, the terms of the Plan will prevail.
8. Miscellaneous.
8.1 Binding
Effect.
This
Agreement will be binding upon the heirs, executors, administrators and
successors of the parties to this Agreement.
8.2 Governing
Law.
This
Agreement and all rights and obligations under this Agreement will be construed
in accordance with the Plan and governed by the laws of the State of Minnesota,
without regard to conflicts of laws provisions. Any legal proceeding related
to
this Agreement will be brought in an appropriate Minnesota court, and the
parties to this Agreement consent to the exclusive jurisdiction of the court
for
this purpose.
8.3 Entire
Agreement.
This
Agreement and the Plan set forth the entire agreement and understanding of
the
parties to this Agreement with respect to the grant and vesting of this Award
and the administration of the Plan and supersede all prior agreements,
arrangements, plans and understandings relating to the grant and vesting
of this
Award and the administration of the Plan.
8.4 Amendment
and Waiver.
Other
than as provided in the Plan, this Agreement may be amended, waived, modified
or
canceled only by a written instrument executed by the parties to this Agreement
or, in the case of a waiver, by the party waiving compliance.
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The
parties hereto have executed this Agreement effective the day and year first
above written.
| SELECT COMFORT CORPORATION | |
|
/s/Xxxxxxx
X. XxXxxxxxxx
|
|
| Xxxxxxx X. XxXxxxxxxx | |
| Chairman and Chief Executive Officer |
| By execution of this Agreement, the Grantee acknowledges having received a copy of the Plan. |
GRANTEE
|
| (Signature) | |
|
(Name and Address)
|
|
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