Exhibit 10.1
THE X. X. XXXXXXX COMPANY
RESTRICTED STOCK AGREEMENT
WHEREAS, _________________ (the "Grantee") is an employee of The X. X.
Xxxxxxx Company, an Ohio corporation, or one of its subsidiaries (hereinafter
called the "Company"); and
WHEREAS, the execution of an agreement in the form hereof (this
"Agreement") has been authorized by a resolution of the Executive Compensation
Committee (the "Committee") of the Board of Directors of the Company, pursuant
to The X. X. Xxxxxxx Company 2006 Equity Compensation Plan (the "Plan"), as of
______________ (the "Date of Grant");
NOW, THEREFORE, the Company hereby grants to the Grantee ___________
shares of Restricted Stock (as defined in the Plan) (the "Restricted Stock"),
effective as of the Date of Grant, subject to the terms and conditions of the
Plan and the following additional terms, conditions, limitations and
restrictions.
ARTICLE I
DEFINITIONS
All terms used herein with initial capital letters and not otherwise
defined herein that are defined in the Plan shall have the meanings assigned to
them in the Plan.
ARTICLE II
CERTAIN TERMS OF THE RESTRICTED STOCK
1. Issuance of Restricted Stock. The Restricted Stock covered by
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this Agreement shall be issued to the Grantee effective upon the Date of Grant.
The Common Shares subject to this grant of Restricted Stock shall be registered
in the Grantee's name and shall be fully paid and nonassessable. Any
certificates or evidence of award shall bear an appropriate legend referring to
the restrictions hereinafter set forth.
2. Restrictions on Transfer of Shares. The Common Shares subject
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to this grant of Restricted Stock may not be sold, exchanged, assigned,
transferred, pledged, encumbered or otherwise disposed of by the Grantee, except
to the Company, unless the Restricted Stock has become nonforfeitable as
provided in Section 3 hereof; provided, however, that the Grantee's rights with
respect to such Common Shares may be transferred by will or pursuant to the laws
of descent and distribution. Any purported transfer or encumbrance in violation
of the provisions of this Section 2 of this Article II shall be void, and the
other party to any such purported transaction shall not obtain any rights to or
interest in such Common Shares. The Company in its sole discretion, when and as
permitted by the Plan, may waive the restrictions on transferability with
respect to all or a portion of the Common Shares subject to this grant of
Restricted Stock.
3. Vesting of Restricted Stock.
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(a) All of the Restricted Stock covered by this Agreement
shall become nonforfeitable on the fourth anniversary of the Date of Grant if
the Grantee shall have remained in the continuous employ of the Company or a
Subsidiary during that four-year period.
(b) Notwithstanding the provisions of Section 3(a) of
this Article II, all of the Restricted Stock covered by this Agreement shall
immediately become nonforfeitable (i) if the Grantee dies or becomes permanently
disabled while in the employ of the Company or a Subsidiary during the four-year
period from the Date of Grant, (ii) if, at any time during the four-year period
from the Date of Grant, the Grantee is age 60 with at least ten years of service
with the Company, or (iii) if a Change in Control occurs during the four-year
period from the Date of Grant while the Grantee is employed by the Company or a
Subsidiary.
(c) Notwithstanding the provisions of Section 3(a) of
this Article II, if the Grantee leaves the employ of the Company or a Subsidiary
within four years from the Date of Grant under circumstances determined by the
Committee to be for the convenience of the Company, the Committee may, when and
as permitted by the Plan, determine that all of the Restricted Stock covered by
this Agreement shall become nonforfeitable.
4. Forfeiture of Shares. The Restricted Stock shall be forfeited,
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except as otherwise provided in Section 3 above, if the Grantee ceases to be
employed by the Company or a Subsidiary prior to four years from the Date of
Grant or in the event the Board determines the Grantee has engaged in
Detrimental Activity as such term is defined in the Plan. In the event of a
forfeiture, any certificate(s) representing the Restricted Stock or any evidence
of direct registration representing the Restricted Stock covered by this
Agreement shall be cancelled.
5. Dividend, Voting and Other Rights. (a) Except as otherwise
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provided herein, from and after the Date of Grant, the Grantee shall have all of
the rights of a shareholder with respect to the Restricted Stock covered by this
Agreement, including the right to vote such Restricted Stock and receive any
dividends that may be paid thereon; provided, however, that any additional
Common Shares or other securities that the Grantee may become entitled to
receive pursuant to a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, separation, or reorganization or any
other change in the capital structure of the Company shall be subject to the
same restrictions as the Restricted Stock covered by this Agreement.
(b) Cash dividends on the Restricted Stock covered by
this Agreement shall be paid to the Grantee pursuant to the Company's Amended
and Restated Articles of Incorporation and reported on the Grantee's annual wage
and tax statement (Form W-2) as compensation.
6. Retention of Stock Certificate(s) by the Company. Certificates
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representing shares of Restricted Stock, if any, will be held in custody by the
Company until all restrictions thereon will have lapsed, together with a stock
power or powers executed by the Grantee in whose name such certificates are
registered, endorsed in blank and covering such shares, until all restrictions
thereon will have lapsed.
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ARTICLE III
GENERAL PROVISIONS
1. Compliance with Law. The Company shall make reasonable efforts
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to comply with all applicable federal and state securities laws; provided,
however, notwithstanding any other provision of this Agreement, the Company
shall not be obligated to issue any Common Shares pursuant to this Agreement if
the issuance thereof would result in a violation of any such law.
2. Withholding Taxes. To the extent that the Company or any
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Subsidiary is required to withhold any federal, state, local or foreign tax in
connection with any delivery of Common Shares pursuant to this Agreement, and
the amounts available to the Company or such Subsidiary are insufficient, it
shall be a condition to the receipt of such delivery that the Grantee make
arrangements satisfactory to the Company or such Subsidiary for payment of the
balance of such taxes required to be withheld. This tax withholding obligation
may be satisfied by the Company electing to withhold Common Shares otherwise
deliverable pursuant to this award in order to satisfy the minimum tax
withholding amount permissible under the method that results in the least amount
withheld.
3. Continuous Employment. For purposes of this Agreement, the
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continuous employment of the Grantee with the Company or a Subsidiary shall not
be deemed to have been interrupted, and the Grantee shall not be deemed to have
ceased to be an employee of the Company or Subsidiary, by reason of the (i)
transfer of his employment among the Company and its Subsidiaries or (ii) a
leave of absence approved by a officer of the Company or a Subsidiary.
4. Right to Terminate Employment. No provision of this
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Agreement shall limit in any way whatsoever any right that the Company or a
Subsidiary may otherwise have to terminate the employment of the Grantee at any
time. Nothing herein shall be deemed to create a contract or a right to
employment with respect to the Grantee.
5. Relation to Other Benefits. Any economic or other benefit to
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the Grantee under this Agreement or the Plan shall not be taken into account in
determining any benefits to which the Grantee may be entitled under any
profit-sharing, retirement, or other benefit or compensation plan maintained by
the Company or a Subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan
covering employees of the Company or a Subsidiary.
6. Amendments. Any amendment to the Plan shall be deemed to be an
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amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall impair the rights of the
Grantee under this Agreement without the Grantee's consent.
7. Severability. In the event that one or more of the provisions
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of this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable form
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.
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8. Relation to Plan. This Agreement is subject to the terms and
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conditions of the Plan. In the event of any inconsistency between the provisions
of this Agreement and the Plan, the Plan shall govern. The Board acting pursuant
to the Plan, as constituted from time to time, shall, except as expressly
provided otherwise herein, have the right to determine any questions which arise
in connection with the grant of the Restricted Stock.
9. Governing Law. This Agreement is made under, and shall be
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governed by and construed in accordance with the internal substantive laws of
the State of Ohio.
This Agreement is executed by the Company as of the _______ day of
______________.
THE X. X. XXXXXXX COMPANY
By:
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Name:
Title:
The undersigned hereby acknowledges receipt of an executed original of
this Restricted Stock Agreement, together with a copy of the Plan Prospectus,
dated September 28, 2006, summarizing key provisions of the Plan, and accepts
the award of Restricted Stock granted hereunder on the terms and conditions set
forth herein and in the Plan.
Date:
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Grantee
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