QUANEX BUILDING PRODUCTS CORPORATION EMPLOYEE PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Exhibit 10.13
<<Name>>
Grantee
Grantee
Date of Award:
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Target Number of Shares of Common Stock:
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AWARD GRANT
1. | GRANT OF PERFORMANCE STOCK AWARD. The Compensation Committee (the “Committee”) of the Board
of Directors of Quanex Building Products Corporation, a Delaware corporation (the “Company”),
pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”),
hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth
above, an opportunity to receive shares of the Company’s Common Stock, $0.01 par value per
share (the “Common Stock”), based upon attainment of the Performance Goals during the
Performance Period on the terms and conditions set forth in this Performance Stock Award
Agreement (this “Agreement”). |
For purposes of this Agreement, the term “Performance Period” means the
_____
-year period
beginning
, 20
_____, and ending , 20
_____. For purposes of this
Agreement, the term “Performance Goals” means .
2. | FINAL PERFORMANCE FACTOR. The aggregate number of shares of the Common Stock to be issued to
you under this Agreement (the “Shares”) is equal to the Target Number of Shares of Common
Stock set forth above multiplied by the Final Performance Factor (which is determined as
provided below): |
2.1 The Final Performance Factor shall be equal to one (1) if (a) the Company achieves the
Target Milestone during the Performance Period and does not achieve the Maximum Milestone
during the Performance Period and (b) you remain in the active employ of one or more members
of the Company Group through the last day of the Performance Period. For purposes of this
Agreement, the “Target Milestone” means
and the “Maximum Milestone” means
.
2.2 The Final Performance Factor shall be equal to two (2) if (a) the Company achieves the
Maximum Milestone during the Performance Period and (b) you remain in the active employ of
one or more members of the Company Group through the last day of the Performance Period.
2.3 The Final Performance Factor shall be equal to three-fourths (3/4) if (a) the Company
achieves the Threshold Milestone during the Performance Period and does not achieve the
Target Milestone during the Performance Period and (b) you remain in the active employ of
one or more members of the Company Group through the last day of the Performance Period.
For purposes of this Agreement, the “Threshold Milestone” means .
2.4 If the performance standard achieved with respect to a particular Performance Goal is
between the Threshold Milestone and the Target Milestone or between the Target Milestone and
the Maximum Milestone, the applicable Final Performance Factor shall be determined by
interpolation.
Employee without Change in Control Agreement
For example, assume that the Committee grants an employee a performance based
compensation award under the Plan that is contingent upon achieving Performance
Goal A and Performance Goal B, weighting the importance of the goals as 50% and 50%,
respectively. The Committee establishes Threshold, Target and Maximum Milestones for
each Goal. The Final Performance Factor assigned for achieving the threshold, target
and maximum performance standards are 3/4, 1 and 2, respectively. Finally, assume that
the employee is awarded 2,000 Performance Shares with a Target Value of $100, is
continuously employed by the Company throughout the Performance Period and achieves
the Maximum Milestone for Performance Goal A, and precisely halfway between the
Target and Maximum Milestones for Performance Goal B. The total amount payable to
the employee under the award is $250,000, which is determined as follows: The amount
payable to the employee with respect to Performance Goal A is $100,000 (50%
(Performance Goal Percentage) x 2,000 (Performance Shares) x $100 (Performance Share
Value) x 1 (Final Performance Factor) = $100,000), and the amount payable to the
employee with respect to Performance Goal B is $150,000 (50% (Performance Goal
Percentage) x 2000 (Performance Shares) x $100 (Target Value) x 1.5 (Final
Performance Factor)= $150,000).
2.5 If the Threshold Milestone is not achieved during the Performance Period, then the award
pursuant to this Agreement shall lapse and be forfeited as of the last day of the
Performance Period.
2.6 The Committee’s determinations with respect to the Performance Period for purposes of
this Agreement shall be binding upon all persons. The Committee may not increase the amount
payable under this Agreement.
3. | PAYMENT. The Company, on behalf of the Employer, shall cause the Shares to be issued to you
on , 20
_____
(the “Payment Date”), unless otherwise provided under this
Agreement. |
4. | TERMINATION OF EMPLOYMENT. The following provisions will apply in the event your employment
with the Company and all Affiliates (collectively, the “Company Group”) terminates on or
before the last day of the Performance Period. |
4.1 Termination Generally. If your employment with the Company Group terminates on
or before the last day of the Performance Period for any reason other than one of the
reasons described in Sections 4.2 through 4.4 below, all of your rights in this Agreement
will lapse and be completely forfeited on the date your employment terminates.
4.2 Permanent Disability. Notwithstanding any other provision of this Agreement to
the contrary, if your employment with the Company Group terminates because you incur a
Permanent Disability before the last day of the Performance Period then the Company will
issue to you shares of Common Stock in an amount equal to the product of (1) and (2) where
(1) is the number of shares you would have received under this Agreement if your employment
with the Company Group had not been terminated before the end of the Performance Period and
(2) is a fraction, the numerator of which is the number of days from the beginning of the
Performance Period through the date your employment with the Company Group terminates and
the denominator of which is the number of days in the Performance Period. Any amount
payable pursuant to this Section 4.2 will be paid to you on the Payment Date. After such
Shares are issued to you, you will have no further rights with respect to this Agreement and
the Company Group will have no further obligations to you pursuant to this Agreement. For
purposes of this Section 4.2, you will have a “Permanent Disability” if you are unable to
engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for
a continuous period of not less than 12 months.
Employee without Change in Control Agreement
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4.3 Death. Notwithstanding any other provision of this Agreement to the contrary,
if you die before the last day of the Performance Period and while in the active employ of
one or more members of the Company Group, then the Company will issue to your estate shares
of Common Stock in an amount equal to the product of (1) and (2) where (1) is the number of
shares you would have received under this Agreement if your employment with the Company
Group had not been terminated before the end of the Performance Period and (2) is a
fraction, the numerator of which is the number of days from the beginning of the Performance
Period through the date your employment with the Company Group terminates and the
denominator of which is the number of days in the Performance Period. Any amount payable
pursuant to this Section 4.3 will be paid to your estate on the Payment Date. After such
Shares are issued, the Company Group will have no further obligations to you pursuant to
this Agreement.
4.4 Retirement. Notwithstanding any other provision of this Agreement to the
contrary, if your employment with the Company Group terminates due to your Retirement before
the last day of the Performance Period then the Company will issue to you shares of Common
Stock in an amount equal to the product of (1) and (2) where (1) is the number of shares you
would have received under this Agreement if your employment with the Company Group had not
been terminated before the end of the Performance Period and (2) is a fraction, the
numerator of which is the number of days from the beginning of the Performance Period
through the date your employment with the Company Group terminates and the denominator of
which is the number of days in the Performance Period. Any amount payable pursuant to this
Section 4.4 will be paid to you on the Payment Date. After such Shares are issued to you,
you will have no further rights with respect to this Agreement and the Company Group will
have no further obligations to you pursuant to this Agreement. For purposes of this
Section 4.4, “Retirement” means the voluntary termination of your employment relationship
with the Company Group on or after the date on which (a) you are age 65 or (b) you are age
55 and have five years of service with the Company Group.
5. | TAX WITHHOLDING. To the extent that the issuance of Shares pursuant to this Agreement
results in income, wages or other compensation to you for any income, employment or other tax
purposes with respect to which the Company or the legal entity that is a member of the Company
Group and that is classified as your employer (the “Employer”) has a withholding obligation,
you shall deliver to the Company at the time of such receipt or issuance, as the case may be,
such amount of money as the Company or the Employer may require to meet its obligation under
applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to
withhold from the Shares or from any cash or stock remuneration or other payment then or
thereafter payable to you by the Company or the Employer any tax required to be withheld by
reason of such taxable income, wages or compensation including (without limitation) shares of
Common Stock sufficient to satisfy the withholding obligation based on the last per share
sales price of the Common Stock for the trading day immediately preceding the date that the
withholding obligation arises, as reported in the New York Stock Exchange Composite
Transactions. |
6. | NONTRANSFERABILITY. This Agreement is not transferable by you otherwise than by will or by
the laws of descent and distribution. Your rights under this Agreement may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of
(other than by will or the applicable laws of descent and distribution). Any such attempted
sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in
violation of this Agreement shall be void and the Company Group shall not be bound thereby. |
7. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the award granted under this
Agreement shall not affect in any way the right or power of the Company or any company the
stock of which is awarded pursuant to this Agreement to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or its business,
engage in any
merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or
sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or
engage in any other corporate act or proceeding. |
Employee without Change in Control Agreement
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8. | AWARD UNDER THIS AGREEMENT DOES NOT AWARD ANY RIGHTS OF A SHAREHOLDER. You shall not have
the voting rights or any of the other rights, powers or privileges of a holder of the Common
Stock with respect to the award granted to you under this Agreement. Only after the Shares
are issued in exchange for your rights under this Agreement will you have all of the rights of
a shareholder with respect to such Shares issued in exchange for your rights under this
Agreement. |
9. | EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, you shall be considered to be in
the employment of the Company Group as long as you have an employment relationship with the
Company Group. The Committee shall determine any questions as to whether and when there has
been a termination of such employment relationship, and the cause of such termination, under
the Plan, and the Committee’s determination shall be final and binding on all persons. |
10. | NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment agreement, and no provision
of this Agreement shall be construed or interpreted to create an employment relationship
between you and the Company or any Affiliate or guarantee the right to remain employed by the
Company or any Affiliate for any specified term. |
11. | SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the
Securities Act of 1933, you consent to the placing on any certificate for the Shares of an
appropriate legend restricting resale or other transfer of the Shares except in accordance
with such Act and all applicable rules thereunder. |
12. | LIMIT OF LIABILITY. Under no circumstances will the Company or an Affiliate be liable for
any indirect, incidental, consequential or special damages (including lost profits) of any
form incurred by any person, whether or not foreseeable and regardless of the form of the act
in which such a claim may be brought, with respect to the Plan. |
13. | REGISTRATION. The Shares that may be issued under the Plan are registered with the
Securities and Exchange Commission under a Registration Statement on Form S-8. |
14. | SALE OF SECURITIES. The Shares that may be issued under this Agreement may not be sold or
otherwise disposed of in any manner that would constitute a violation of any applicable
federal or state securities laws. You also agree that (a) the Company may refuse to cause the
transfer of the Shares to be registered on the stock register of the Company if such proposed
transfer would in the opinion of counsel satisfactory to the Company constitute a violation of
any applicable federal or state securities law and (b) the Company may give related
instructions to the transfer agent, if any, to stop registration of the transfer of the
Shares. |
15. | EMPLOYER LIABLE FOR PAYMENT. The Employer is liable for the payment of any amounts that
become due under this Agreement. |
16. | MISCELLANEOUS. This Agreement is awarded pursuant to and is subject to all of the provisions
of the Plan, including amendments to the Plan, if any. In the event of a conflict between
this Agreement and the Plan provisions, the Plan provisions will control. The term “you” and
“your” refer to the Grantee named in this Agreement. Capitalized terms that are not defined
herein shall have the meanings ascribed to such terms in the Plan. |
Employee without Change in Control Agreement
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In accepting the award granted in this Agreement you accept and agree to be bound by all the
terms and conditions of the Plan, this Agreement and the Terms and Conditions.
QUANEX BUILDING | ||||
PRODUCTS CORPORATION | ||||
Xxxxxxx Xxxx — Chief Executive Officer |
Employee without Change in Control Agreement
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