Exhibit 10.15
0-000-XXXXXXX.XXX, INC.
2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN
RESTRICTED SHARE AGREEMENT
THIS AGREEMENT, dated as of __________, 200_, between 0-000-Xxxxxxx.Xxx,
Inc. (the "Company"), a Delaware corporation, and _______________ (the
"Participant").
WHEREAS, the Participant has been granted the following award under the
Company's 2003 Long Term Incentive and Share Award Plan (the "Plan");
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other good and valuable consideration, the parties
hereto agree as follows.
1. Award of Shares. Pursuant to the provisions of the Plan, the terms of
which are incorporated herein by reference, the Participant is hereby awarded
______________ Restricted Shares (the "Award"), subject to the terms and
conditions of the Plan and those herein set forth. The Award is granted as of
__________, 200_ (the "Date of Grant"). Capitalized terms used herein and not
defined shall have the meanings set forth in the Plan. In the event of any
conflict between this Agreement and the Plan, the Plan shall control.
2. Terms and Conditions. It is understood and agreed that the Award of
Restricted Shares evidenced hereby is subject to the following terms and
conditions:
(a) Vesting of Award. Subject to Section 2(b) below and the other
terms and conditions of this Agreement, this Award shall become vested in
full on the _____ anniversary of the Date of Grant; provided, however that
the Award shall become immediately vested in full upon a Change of Control
of the Company. Unless otherwise provided by the Committee, all dividends
and other amounts receivable in connection with any adjustments to the
Shares under Section 4(c) of the Plan shall be subject to the vesting
schedule in this Section 2(a) and shall be paid to the Participant upon any
vesting of the Award in respect of which such dividends or other amounts
are payable.
(b) Termination of Service; Forfeiture of Unvested Shares. In the
event of Termination of Service of the Participant prior to the date the
Award otherwise becomes vested, the unvested portion of the Award shall
immediately be forfeited by the Participant and become the property of the
Company. For purposes hereof, "Termination of Service" means the
termination of the Participant's employment, consulting services or
directorship with the Company, its Subsidiaries and its Affiliates, as the
case may be. A Participant employed by, a Director of, or a consultant to a
Subsidiary of the Company or one of its Affiliates shall also be deemed to
incur a Termination of Service if the Subsidiary of the Company or
Affiliate ceases to be such a Subsidiary or an Affiliate, as the case may
be, and the Participant does not immediately thereafter become an employee
or director of, or a consultant to, the Company, another Subsidiary of the
Company or an Affiliate. However, unless so determined by the Committee,
"Termination of Service" shall not include a change in status from an
employee, director or consultant of the Company, a Subsidiary of the
Company or an Affiliate to another such status. Temporary absences from
employment because of illness, vacation or leave of absence and transfers
among the Company and its Subsidiaries and Affiliates shall not be
considered a Termination of Service.
(c) Certificates. Each certificate or other evidence of ownership
issued in respect of Restricted Shares awarded hereunder shall be deposited
with the Company, or its designee, together with, if requested by the
Company, a stock power executed in blank by the Participant, and shall bear
a legend disclosing the restrictions on transferability imposed on such
Restricted Shares by this Agreement (the "Restrictive Legend"). Upon the
vesting of Restricted Shares pursuant to Section 2(a) hereof and the
satisfaction of any withholding tax liability pursuant to Section 5 hereof,
the certificates evidencing such vested Shares, not bearing the Restrictive
Legend, shall be delivered to the Participant or other evidence of vested
Shares shall be provided to the Participant.
(d) Rights of a Stockholder. Prior to the time a Restricted Share is
fully vested hereunder, the Participant shall have no right to transfer,
pledge, hypothecate or otherwise encumber such Restricted Share. During
such period, the Participant shall have all other rights of a stockholder,
including, but not limited to, the right to vote and to receive dividends
(subject to Section 2(a) hereof) at the time paid on such Restricted
Shares.
(e) No Right to Continued Employment. This Award shall not confer upon
the Participant any right with respect to continuance of employment by the
Company nor shall this Award interfere with the right of the Company to
terminate the Participant's employment at any time.
3. Transfer of Shares. The Shares delivered hereunder, or any interest
therein, may be sold, assigned, pledged, hypothecated, encumbered, or
transferred or disposed of in any other manner, in whole or in part, only in
compliance with the terms, conditions and restrictions as set forth in the
governing instruments of the Company, applicable federal and state securities
laws or any other applicable laws or regulations and the terms and conditions
hereof.
4. Expenses of Issuance of Shares. The issuance of stock certificates
hereunder shall be without charge to the Participant. The Company shall pay, and
indemnify the Participant from and against any issuance, stamp or documentary
taxes (other than transfer taxes) or charges imposed by any governmental body,
agency or official (other than income taxes) by reason of the issuance of
Shares.
5. Withholding. No later than the date of vesting of (or the date of an
election by the Participant under Section 83(b) of the Code with respect to) the
Award granted hereunder, the Participant shall pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any federal,
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state or local taxes of any kind required by law to be withheld at such time
with respect to such Award and the Company shall, to the extent permitted or
required by law, have the right to deduct from any payment of any kind otherwise
due to the Participant, federal, state and local taxes of any kind required by
law to be withheld at such time. Notwithstanding any provision to the contrary,
unless otherwise determined by the Committee, the Company shall withhold Shares
to pay the minimum amount of applicable withholding taxes resulting from the
Award in accordance with any rules or regulations of the Committee then in
effect.
6. References. References herein to rights and obligations of the
Participant shall apply, where appropriate, to the Participant's legal
representative or estate without regard to whether specific reference to such
legal representative or estate is contained in a particular provision of this
Agreement.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or by courier, or sent by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the party concerned
at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:
If to the Company:
1-800 Xxxxxxx.Xxx, Inc.
Xxx Xxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxx Xxxxx, XX 00000
Attn.: Xxxxxx X. Xxxxxxxxx
If to the Participant:
At the Participant's most recent address shown on the
Company's corporate records, or at any other address which the
Participant may specify in a notice delivered to the Company
in the manner set forth herein.
8. Governing Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of New York without resort
to that State's conflict-of-laws rules. Each party hereto agrees to submit to
the exclusive jurisdiction of the United States District Court for the Eastern
District of New York or the Supreme Court of the State of New York, County of
Nassau in any action or proceeding arising out of or relating to this Agreement.
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9. Counterparts. This Agreement may be executed in two counterparts, each
of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
1-800 XXXXXXX.XXX, INC.
By:
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Participant
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