Exhibit 10.1
LSB CORPORATION
2006 STOCK OPTION AND INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
A. THIS RESTRICTED STOCK AGREEMENT, dated __________________, is for a
total of ____________________ shares (the "Shares") of common stock, par value
$.10 per share (the "Common Stock"), of LSB Corporation (the "Company") granted
to ____________________ (the "Grantee"), effective as of ______________________
(the "Grant Date") and subject in all respects to the terms and conditions of
the LSB Corporation 2006 Stock Option and Incentive Plan (the "Plan"), which is
incorporated herein by reference. All capitalized terms in this Agreement that
are not defined herein have the meanings given to them in the Plan.
B. Upon the Grantee's execution and delivery to the Company of this
Agreement, the Shares shall be fully vested and not forfeitable, except as
provided in Paragraph L of this Restricted Stock Agreement.
C. The Shares awarded hereunder shall be subject to a one-year restriction
on transfer provided in this Restricted Stock Agreement and shall hereinafter be
referred to as the "Restricted Stock." Except for Permitted Transfers (as
defined below), no Transfer (as defined below) of any Share of the Restricted
Stock, or any interest in the Restricted Stock, may be made by the Grantee or
any other holder of the Restricted Stock to any Person (as defined below),
whether voluntarily or by operation of law, before ___________________ (the
"Anniversary Date").
D. As a condition precedent to any Permitted Transfer of the Restricted
Stock, or any interest in the Restricted Stock, by the Grantee or any other
holder of the Restricted Stock, the transferee shall be required to execute a
counterpart of this Agreement and agree to be bound by the terms hereof as if
the transferee were the Grantee. Each transferee shall hold the Restricted
Stock, or any interest in the Restricted Stock, subject to all of the provisions
of this Agreement, including Paragraph L, and shall make no further Transfer
except as permitted under this Agreement.
E. The Restricted Stock shall be evidenced by one or more certificates,
each of which shall be inscribed conspicuously with the following restrictive
legend:
REFERENCE IS MADE TO THAT CERTAIN RESTRICTED STOCK AGREEMENT DATED
DECEMBER 21, 2006 (THE "AGREEMENT") TO WHICH LSB CORPORATION (THE
"COMPANY") IS A PARTY. THE TRANSFER OF THE STOCK REPRESENTED BY THIS
INSTRUMENT (AS DEFINED IN THE AGREEMENT) IS RESTRICTED AS STATED IN
THE AGREEMENT. A COPY OF THE
AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE COMPANY.
F. The Grantee and any other holder of the Restricted Stock shall have the
right to vote and to receive any dividend declared on the Restricted Stock,
provided in each case that the applicable record date is prior the Repurchase
Date (as defined below), if applicable.
G. Upon the execution of this Restricted Stock Agreement, the Grantee shall
receive a certificate or certificates representing the Restricted Stock. Upon
receipt of the certificate representing the Restricted Stock, the Grantee shall
execute and return to the Company a stock power or powers endorsed in blank
covering all the Restricted Stock. The certificate or certificates representing
the Restricted Stock, together with such stock power(s), shall be held by the
Company's Chief Financial Officer, as escrow agent (the "Escrow Agent"), until
the earlier of the Anniversary Date or the Repurchase Date.
H. In the event a Change in Control occurs before the Anniversary Date, the
transfer restrictions on the Restricted Stock provided under this Agreement
shall terminate and each holder of the Restricted Stock shall be entitled to
receive promptly from the Escrow Agent, as provided in Paragraph I hereof, the
certificate(s) representing the Restricted Stock.
I. As soon as practical after the earlier of the Anniversary Date or the
occurrence of a Change in Control, the Escrow Agent shall deliver to the each
holder of the Restricted Stock (or if the Anniversary Date occurs after such
holder's death, to such holder's beneficiary) the certificate(s) representing
the Restricted Stock then registered in such holder's name. Upon delivery of
such certificate(s) to the holder or beneficiary, such holder shall execute and
return to the Company an Acknowledgment of Receipt of Shares, in the form
attached hereto.
J. The Grantee acknowledges and agrees that the Company or a Subsidiary may
be obligated to withhold federal, state and local income taxes and social
security and other payroll taxes, as applicable, to the extent that the Grantee
realizes ordinary employment income in connection with the grant of the
Restricted Stock. The Grantee agrees that the Company or a Subsidiary may
withhold amounts needed to cover such taxes from payments otherwise due and
owing to the Grantee and also agrees that upon demand the Grantee will promptly
pay to the Company or a Subsidiary having such obligation any additional amount
as may be necessary to satisfy such withholding tax obligation.
K. A copy of the Plan governing this Restricted Stock Award is attached
hereto. The Grantee is invited to review all the provisions of the Plan
governing this Restricted Stock Award.
L. In accordance with Section 9 of the Plan, if, on or before the
Anniversary Date, the Grantee's employment or other service relationship with
the Company or its Subsidiaries is terminated by the Company or any Subsidiary
for cause or if the Company's Board of Directors otherwise determines that the
Grantee has materially violated any other obligation or covenant to the Company
or any Subsidiary that the Grantee was required to fulfill or satisfy, then the
Company shall have the right to repurchase from the Grantee at a price of $.10
per Share all of the Shares of Restricted Stock, whether held by the Grantee or
transferred by the Grantee to one or more transferees as permitted by the
Agreement. As used in this Agreement, the term
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"Repurchase Date" means that date, after the Grantee's employment or other
service relationship with the Company or its Subsidiaries is terminated by the
Company or any Subsidiary, on which the Company repurchases the Restricted
Stock.
M. As used in this Agreement, the following terms have the meanings
ascribed to them in this Paragraph:
"Family Member" of an individual means the spouse, lineal descendants
(whether adopted or natural), parents, grandparents, siblings, aunts,
uncles, nieces, nephews, cousins and the spouses of any of them and any
family limited partnership or trust or other fiduciary relationship
established solely for the benefit of such individual and/or such
individual's spouse, lineal descendants, parents, grandparents, siblings,
aunts, uncles, nieces, nephews, cousins and the spouses of any of them.
"Permitted Transfer" means a Transfer of the Restricted Stock by a
holder thereof (a) upon the death of such holder, by intestate succession,
will or a similar document executed by such holder, or while such holder is
living, to a Family Member of such holder or (b) to a trust established for
the benefit of such holder and/or one or more Family Members of such
holder.
"Person" means a natural person, corporation, trust, partnership,
joint venture, association, limited liability company or other business or
other legal entity of any kind.
"Transfer" means, as a noun, any direct or indirect, voluntary or
involuntary, exchange, sale, bequeath, pledge, mortgage, hypothecation,
encumbrance, distribution, transfer, gift, assignment or other disposition
or attempted disposition of, and, as a verb, directly or indirectly,
voluntarily or involuntarily, to exchange, sell, bequeath, pledge,
mortgage, hypothecate, encumber, distribute, transfer, give, assign or in
any other manner whatsoever dispose or attempt to dispose of.
Dated:
ATTEST: LSB CORPORATION
By: By:
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The Grantee acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto, and represents that the Grantee is familiar with the terms and
provisions thereof. The Grantee hereby accepts this Restricted Stock Award
subject to all the terms and provisions contained therein and in the Plan. The
Grantee hereby agrees to accept as binding, conclusive, and final all decisions
and interpretations of the Board of Directors of the Company upon any questions
arising under the Plan and/or the Restricted Stock Award.
Dated:
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By:
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Grantee
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ACKNOWLEDGMENT OF RECEIPT OF SHARES
I hereby acknowledge the delivery to me by LSB Corporation (the "Company")
on ___________, of a stock certificate representing ____________________ shares
(the "Shares") of common stock, par value $.10 per share, of LSB Corporation
(the "Company") granted to me pursuant to the terms and conditions of the LSB
Corporation 2006 Stock Option and Incentive Plan, which Shares were transferred
to me on the Company's stock record books effective ____________________.
Dated:
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Grantee's name
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Grantee's signature
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