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EXHIBIT 10(u)
THE STANDARD PRODUCTS COMPANY
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this "Agreement"), is made as of this
1st day of July, 1997, by and between The Standard Products Company, an Ohio
corporation (the "Company"), and Xxxxx X. Xxxx, Xx. ("Executive") under The
Standard Products Company 1991 Restricted Plan (the "Plan"):
1. The Company hereby awards to Executive Twelve Thousand Five Hundred
(12,500) Common Shares, $1.00 par value, of the Company ("Common Shares"), in
all respects subject to the terms, conditions and provisions of this Agreement
and the Plan, a copy of which is attached to this Agreement and incorporated
herein by reference.
2. Common Shares awarded to Executive hereunder are subject to
restriction and may not be sold, transferred or otherwise assigned until such
shares have vested in accordance with paragraph 3 hereof. Notwithstanding the
foregoing, however, Common Shares immediately vest in Executive upon a Change
in Control of the Company (as defined in the Plan). In the event of Executive's
death or disability all unvested Common Shares shall vest in Executive or his
designated beneficiary, as the case may be.
3. Subject to earlier vesting pursuant to the provisions of paragraph
2, the Common Shares awarded hereunder shall become vested in Executive on July
1, 1999 or upon Executive's retirement as Chairman of the Board of the Company,
whichever first occurs.
4. Common Shares awarded hereunder shall be issued in the name of
Executive, and the Company's transfer agent will show Executive as the owner of
record of such Common Shares. Executive will have all rights of a shareholder
with respect to awarded Common Shares, including the right to vote such shares,
subject to the limitations imposed by this Agreement and the Plan. The
certificates representing awarded Common Shares shall not be delivered to
Executive until such Common Shares become vested. If Executive shall
voluntarily cease to be an employee of the Company prior to vesting of Common
Shares (other than by reason of retirement as Chairman of the Company)
Executive shall forfeit to the Company all Common Shares not then vested in
Executive. In this regard, simultaneously with the issuance of certificates
representing awarded Common Shares, Executive shall execute and deliver stock
powers forfeiting to the Company Common Shares awarded hereunder but not
vested in the event Executive voluntarily ceases to be an employee of the
Company prior to any vesting date. Executive acknowledges that Common Shares
awarded hereunder shall be subject to the restrictions and risks of forfeiture
contained herein and in Section 8 of the Plan.
5. Executive hereby agrees that he shall pay to the Company, in cash,
any federal, state or local taxes of any kind required by law to be withheld
with respect to the Common Shares awarded to him hereunder. If Executive does
not make such payment to the Company, the Company shall have the right to
deduct from any payment of any kind otherwise due to Executive from the Company
(or from any subsidiary of the Company), any
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federal, state or local taxes of any kind required by law to be withheld with
respect to Common Shares awarded to Executive under this Agreement.
6. Executive represents that Common Shares awarded hereunder are being
acquired by Executive not with a view toward resale or distribution and
Executive will not sell or otherwise transfer such Common Shares except in
compliance with the Securities Act of 1933 and the rules and regulations
promulgated thereunder. Executive hereby acknowledges that Common Shares
awarded hereunder shall bear legends and statements evidencing such
restrictions and other restrictions contained in Section 8 of the Plan.
THE STANDARD PRODUCTS COMPANY
By Xxxxxx X. Xxxxxx, Xx.
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Title Vice President, Finance and Chief Financial Officer
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Date July 1, 1997
Executive acknowledges receipt of the Plan, a copy of which is attached
hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby agrees that Common Shares granted under this Agreement are
subject to all terms and provisions of this Agreement. Executive hereby agrees
to accept as binding, conclusive and firm all decisions and interpretations of
the Salary and Stock Option Committee of the Board of Directors of the Company.
EXECUTIVE
Xxxxx X. Xxxx, Xx.
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Date July 1, 1997
