Employee
R E S T R I C T E D S T O C K P U R C H A S E A G R E E M E N T
Non-transferable
GRANT TO
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("Grantee")
by Movie Gallery, Inc. (the "Corporation") of
shares of its common stock, $0.001 par value (the "Shares")
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pursuant to and subject to the provisions of the Movie Gallery, Inc.
2003 Stock Plan, as amended, and to the terms and conditions set forth
on the following page (the "Terms and Conditions"). By accepting the
Shares, Grantee shall be deemed to have agreed to the terms and
conditions set forth in this Agreement and the Plan.
Unless accelerated in accordance with the Plan or in the discretion of
the Board, the Shares will vest (become non-forfeitable) in accordance
with the following schedule, provided that Grantee is employed by the
Corporation or a Parent or Subsidiary as of such applicable date:
Percent of
Vesting Date Performance Contingency Shares Vested
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Date Audit Committee $10 million in Synergies* 100%
certifies achievement achieved by end of FY 2005
of FY 2005 Performance (January 1, 2006)
Contingency
* "Synergies" has the meaning outlined in the May 19, 2005 Memorandum
to the Compensation Committee and the May 27, 2005 Compensation Committee
Minutes, as further outlined and clarified June 9, 2005 Board Minutes.
Achievement of the target level of Synergies shall be subject to
verification and certification by the Audit Committee of the Board.
IN WITNESS WHEREOF, Movie Gallery, Inc., acting by and through its duly
authorized officers, has caused this Agreement to be executed as of the
Grant Date.
MOVIE GALLERY, INC.
By:
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Accepted by:
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Grant Date:
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TERMS AND CONDITIONS
1. Grant of Shares. The Corporation hereby grants to the Grantee named
on page 1 hereof, subject to the restrictions and the other terms and
conditions set forth in the Plan and in this Agreement, the number of
shares indicated on page 1 hereof of the Corporation's $0.001 par value
common stock (the "Shares"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Plan.
2. Restrictions. The Shares are subject to each of the following
restrictions. "Restricted Shares" mean those Shares that are subject to
the restrictions imposed hereunder which restrictions have not then
expired or terminated. Restricted Shares may not be sold, transferred,
exchanged, assigned, pledged, hypothecated or otherwise encumbered. If
Xxxxxxx's employment with the Corporation or any Parent or Subsidiary
terminates for any reason other than as set forth in paragraph (b) of
Section 3 hereof, then Grantee shall forfeit all of Grantee's right,
title and interest in and to the Restricted Shares as of the date of
employment termination, and such Restricted Shares shall revert to the
Corporation immediately following the event of forfeiture. The
restrictions imposed under this Section shall apply to all shares of
Common Stock or other securities issued with respect to Restricted
Shares hereunder in connection with any merger, reorganization,
consolidation, recapitalization, stock dividend or other change in
corporate structure affecting the Common Stock.
3. Expiration and Termination of Restrictions. The restrictions imposed
under Section 2 will expire on the earliest to occur of the following
(the period prior to such expiration being referred to herein as the
"Restricted Period"):
(a) as to the percentages of the Shares specified on page 1 hereof, on
the respective dates specified on page 1 hereof; provided the
performance contingency has been achieved and Grantee is then still
employed by the Corporation or a Parent or Subsidiary; or
(b) as to all of the Shares, the termination of Xxxxxxx's employment
from the Corporation or a Parent or Subsidiary due to death.
4. Delivery of Shares. The Shares will be registered in the name of
Grantee as of the Grant Date and may be held by the Corporation during
the Restricted Period in certificated or uncertificated form. If a
certificate for Restricted Shares is issued during the Restricted
Period, such certificate shall be registered in the name of Grantee and
shall bear an appropriate legend reflecting the terms of this Agreement.
At the expiration of the Restricted Period, the Corporation shall
either, at its discretion, (i) cause a stock certificates for the
Shares, without the above legend, to be delivered to Grantee or
Grantee's designee, or (ii) deliver the Shares in uncertificated form to
a brokerage firm for Grantee's account, without restriction; provided
that, in either case, delivery may be postponed for such period as may
be required for the Corporation with reasonable diligence to comply, if
deemed advisable by the Corporation, with registration requirements
under the Securities Act of 1933, listing requirements of any stock
exchange, and requirements under any other law or regulation applicable
to the issuance or transfer of the Shares.
5. Voting and Dividend Rights. Xxxxxxx, as beneficial owner of the
Shares, shall have full voting and dividend rights with respect to the
Shares during and after the Restricted Period. If Grantee forfeits any
rights he may have under this Agreement, Grantee shall no longer have
any rights as a stockholder with respect to the Restricted Shares or any
interest therein and Grantee shall no longer be entitled to receive
dividends on such stock.
6. Changes in Capital Structure. The provisions of the Plan shall apply
in the case of a change in the capital structure of the Corporation.
7. No Right of Continued Employment. Nothing in this Agreement shall
interfere with or limit in any way the right of the Corporation or any
Parent or Subsidiary to terminate Grantee's employment at any time, nor
confer upon Grantee any right to continue employment.
8. Payment of Taxes. Grantee will, no later than the date as of which
any amount related to the Shares first becomes includable in Grantee's
gross income for federal income tax purposes, pay to the Corporation, or
make other arrangements satisfactory to the Board or the Committee
regarding payment of, any federal, state and local taxes of any kind
required by law to be withheld with respect to such amount. The
Corporation may, but need not, allow Grantee to satisfy such withholding
obligation, in whole or in part, by withholding from the award Shares
having a Fair Market Value on the date of withholding equal to the
minimum amount (and not any greater amount) required to be withheld for
tax purposes. The obligations of the Corporation under this Agreement
will be conditional on such payment or arrangements, and the Corporation
or its Parent or Subsidiaries will, to the extent permitted by law, have
the right to deduct any such taxes from the award or any payment of any
kind otherwise due to Grantee.
9. Amendment. The Board of the Committee may amend, modify or terminate
this Agreement without approval of Grantee; provided, however, that such
amendment, modification or termination shall not, without Grantee's
consent, reduce or diminish the value of this award determined as if it
had been fully vested on the date of such amendment or termination.
10. Plan Controls. The terms contained in the Plan are incorporated into
and made a part of this Agreement and this Agreement shall be governed
by and construed in accordance with the Plan. In the event of any actual
or alleged conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall be
controlling and determinative.
11. Notice. Notices under this Agreement must be in writing and either
personally delivered or sent by registered or certified US mail, return
receipt requested, postage prepaid. Notices to the Corporation must be
addressed to Movie Gallery, Inc., 000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxx
00000: Attn: Secretary, or any other address designated by the
Corporation in a written notice to Grantee. Notices to Grantee will be
directed to the address of Grantee then currently on file with the
Corporation, or at any other address given by Grantee in a written
notice to the Corporation.
