XXXXXXXX'X INTERNATIONAL, INC.
AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
(stock ownership guidelines)
(Officer Participants in the Executive Retirement Plan)
This Restricted Stock Award Agreement (the "Agreement") is made this
<> with <> (the "Grantee") and evidences the grant by Xxxxxxxx'x
International, Inc. (the "Company") of a Restricted Stock Award (the "Award") to
the Grantee on the date hereof (the "Grant Date") under the Xxxxxxxx'x
International, Inc. Amended and Restated 1995 Equity Incentive Plan (the
"Plan"), in accordance with the Company's Stock Ownership Guidelines. By
executing this Agreement, the Grantee agrees to be bound in accordance with the
provisions of the Plan. Defined terms used but not defined herein shall have the
same meaning as used in the Plan.
1. Shares Awarded and Restrictions on Shares. The Grantee is hereby awarded
<> shares of the Company's common stock, $.01 par value
(the "Restricted Shares"), which are subject to forfeiture and to the
restriction on the rights of sale and transfer set forth in this document
and further subject to the terms and conditions of the Plan, the
provisions of which are hereby incorporated in this document by
reference.
2. Sale or Transfer Restrictions. Except as set forth in Paragraph 6 below,
all Restricted Shares shall be held by the Grantee without the rights of
sale or transfer, and subject to forfeiture as provided in Paragraph 3
below; provided, however, that such restrictions shall lapse as of
<> so long as on such date the Grantee owns shares of common stock
equal to or greater than the amounts required to be held by him/her as
set forth in the Company's Stock Ownership Guidelines and is employed by
the Company as of such date(s).
3. Employment and Stock Ownership Requirements. Except as provided in
Paragraph 6 below, in the event the Grantee's employment with the Company
or any of its Affiliates terminates prior to the date(s) specified in
Paragraph 2, above, any portion of the Restricted Shares which remains
restricted will be forfeited by the Grantee and become the property of
the Company. For purposes of this document, an authorized leave of
absence (authorized by the Company to the Grantee in writing) shall not
be deemed a termination of employment hereunder. In addition, except as
provided in Paragraph 6 below, if on the date(s) specified in Paragraph
2, above, the Grantee does not own shares of common stock equal to or
greater than the amounts required to be held by him/her as set forth in
the Company's Stock Ownership Guidelines, the Restricted Shares will be
forfeited by the Grantee and become the property of the Company.
4. Issuance of Restricted Shares. Restricted Shares will be issued in the
name of the Grantee and shall be held in escrow by the Company in
accordance with the terms of the Plan. When the prohibited sale and
transfer restrictions lapse under Paragraph 2, above, with respect to all
or a portion of the Restricted Shares, provided the Restricted Shares
have not been forfeited under Paragraph 3, above, the Company shall
deliver to the Grantee the stock certificate for the Restricted Shares or
such portion thereof. The Company is not acting as a fiduciary and has no
obligations other than as set forth in the Plan and this Award. The
Company may cancel the Restricted Shares if forfeited hereunder and the
Grantee shall deliver herewith any instrument requested by the Company to
effect such cancellation.
5. Voting and Other Rights of Restricted Shares. Upon the issuance of the
Restricted Shares, the Grantee shall have all of the rights of a
stockholder of the Company, including the right to receive dividends and
to vote the Restricted Shares until the date as of which such shares may
have been forfeited to the Company as provided in Paragraph 3 above.
Notwithstanding the foregoing, in the event of any stock dividend, stock
split, division of shares or other corporate structure change which
results in the issuance of additional shares with respect to Restricted
Shares prior to the date as of which the certificate for such Restricted
Shares is to be delivered to the Grantee, such shares shall be held by
the Company and shall become Restricted Shares.
6. Acceleration of Release of Restrictions.
(a) The forfeiture and prohibited sale and transfer restrictions on
the Restricted Shares shall immediately lapse on the earliest of
the following:
(i) The Grantee's date of death;
(ii) The Disability of the Grantee; or
(iii) The Grantee's Termination of Service by the Company
Without Cause.
2
(b) Upon Retirement of the Grantee, the effect on the Restricted
Shares shall be as set forth in the terms of the Company's
Executive Retirement Plan. "Retirement" shall mean the
satisfaction of all conditions necessary for the Grantee to become
entitled to receive benefits under the Company's Executive
Retirement Plan.
(c) "Without Cause" is defined as any Termination of Service of the
Grantee, excluding the following:
(i) The Grantee is convicted of - or pleads guilty or
nolo contendre to -any felony or any other criminal
offense involving moral turpitude;
(ii) The Grantee is terminated as a result of failure to
perform his/her in a manner acceptable to the
Company;
(iii) The Grantee, in the Company's good faith belief,
violates any applicable local, state or federal
employment law, including, but not limited to, any
anti-discrimination law; or
(iv) A Termination of Service of the Grantee due to
Disability, death, or Retirement.
7. Taxes. The Grantee will be solely responsible for any federal, state or
local income taxes imposed in connection with the granting of the
Restricted Shares or the delivery of such shares pursuant thereto, and
the Grantee authorizes the Company or any Affiliate to make any
withholding for taxes which the Company or any Affiliate deems necessary
or proper in connection therewith. Upon recognition of income by the
Grantee with respect to the Award hereunder, the Company shall withhold
taxes pursuant to Section 13 of the Plan.
8. Changes in Circumstances. It is expressly understood and agreed that the
Grantee assumes all risks incident to any change hereafter in the
applicable laws or regulations or incident to any change in the market
value of the Restricted Shares after the date hereof.
9. No Conflict. In the event of a conflict between this Award and the Plan,
the provisions of the Plan shall govern.
10. Governing Law. This award shall be governed under the laws of the State
of Kansas.
11. Change of Control. The effect of a Change in Control shall be as set
forth in either the Change in Control and Noncompete Agreement entered
into between Grantee and Company, or, in the event Grantee has not
entered into a Change in Control and Noncompete Agreement, the Grantee's
employment agreement with the Company. In the event the Grantee has not
entered into either a Change in Control and Noncompete Agreement or an
employment agreement with the Company (or Grantee has entered into an
3
agreement but such agreement does not address the effect of a Change in
Control on this Agreement), the effect of a Change in Control shall be as
set forth in the Plan.
XXXXXXXX'X INTERNATIONAL, INC.
--------------------------------------------
By: Xxxxx Xxxx
Title: Chairman and Chief Executive Officer
ACKNOWLEDGMENT
The undersigned Grantee acknowledges that he or she understands and agrees
to be bound by each of the terms and conditions of this Award.
------------------------------------
<>
4