Exhibit 10.45
READING & XXXXX CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Reading & Xxxxx Corporation, a Delaware corporation
(the "Company"), and Xxxxx X. Xxxxxx (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to
them under the 1995 Long Term Incentive Plan of Reading & Xxxxx
Corporation, as from time to time amended (the "Plan"). To the extent
that any provision of this Agreement conflicts with the express terms of
the Plan, it is hereby acknowledged and agreed that the terms of the Plan
shall control and, if necessary, the applicable provisions of this
Agreement shall be hereby deemed amended so as to carry out the purpose
and intent of the Plan.
1. Definitions. As used herein, the terms set forth below shall
have the following respective meanings:
(a) "Cause" means Cause as defined in Company's Personnel
Policies and Procedures, in effect from time to time.
(b) "Change of Control" means a Change of Control as defined in
Paragraph 16 of this Agreement.
(c) "Disability" means Disability as defined in the Company's
Personnel Policies and Procedures, in effect from time to time.
2. Award. In order to encourage the Participant's contribution
to the successful performance of the Company, in consideration of the
covenants and promises of the Participant herein contained, and subject
to shareholder approval of the Plan, the Company hereby awards to the
Participant as of December 5, 1995 (the "Date of Grant"), a total of
19000 shares of Common Stock, pursuant to the Plan, subject to the
conditions and restrictions set forth below and in the Plan (the
"Restricted Stock").
3. Restrictions on Transfer. The shares of Restricted Stock
granted hereunder to the Participant may not be sold, assigned,
transferred, pledged or otherwise encumbered from the Date of Grant until
said shares shall have become vested in the Participant (and restrictions
terminated thereon) in accordance with the provisions of this Paragraph 3
or as otherwise provided in Paragraph 7 below. (The period of time
between the Date of Grant and the vesting of shares of Restricted Stock
shall be referred to herein as the "Restricted Period" as to those shares
of stock.) The Participant shall become vested as to 100% of the total
number of shares of Restricted Stock awarded hereunder on December 5,
1998; provided, however, that the Participant shall not be vested in
shares of Restricted Stock which would be vested as of a given date if
the Participant has not been continuously employed by the Company and its
Affiliates from the date of this Agreement through such date, in which
event all of the Participant's rights to such Restricted Stock shall
terminate without any payment of consideration by the Company, and such
Restricted Stock shall be returned to the Company and cancelled. The
Restricted Period shall be subject to an earlier termination with respect
to all or a portion of the Restricted Stock in accordance with the
provisions of Paragraph 7 below.
4. No Code Section 83(b) Election. The Participant shall not
make an election, under Code Section 83(b), to include an amount in
income in respect of this Award of Restricted Stock.
5. Sale of Restricted Stock. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement
under the Securities Act of 1933 or pursuant to an exemption from
registration under such act.
6. Escrow of Certificates. The certificates representing shares
of Restricted Stock shall be registered in the name of the Participant on
the Date of Grant and deposited, together with a stock power endorsed by
the Participant in blank, with the Corporate Secretary of the Company
during the Restricted Period. Each such certificate shall bear a legend
as provided by the Company, conspicuously referring to the terms,
conditions and restrictions described in the Plan and in this Agreement.
Subject to the provisions of Paragraph 8 below, upon termination of the
Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the
Participant as promptly as practicable following such termination.
7. Accelerated Vesting of Restricted Stock.
(a) Upon the first to occur of:
(i) a Change of Control that occurs after the Date of
Grant; or
(ii) the termination of the Participant's employment
due to (A) death or Disability, or (B) involuntary
termination by the Company and all Affiliates for any
reason other than Cause;
the Restricted Period set forth in Paragraph 3 above shall terminate and
the Participant's right to such Restricted Stock shall become vested and
nonforfeitable and all restrictions thereon will terminate.
(b) If the Participant's employment with the Company and all
Affiliates terminate prior to the occurrence of a date set forth in
Paragraph (a)(i) above for any reason other than death, disability,
involuntary termination or resignation described in Paragraph (a)(ii)
above, then all Restricted Stock awarded to the Participant that has not
previously vested in accordance with Paragraph 3 above shall be forfeited
whereupon the Corporate Secretary shall deliver to the Company the
certificates representing such shares and the stock power previously
deposited with the Corporate Secretary pursuant to Paragraph 6 above.
8. Withholding of Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to the Participant by the
Company upon the expiration of the Restricted Period unless the
Participant (or Beneficiary, as defined in Paragraph 10 below) remits to
the Company the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with respect to the
issuance of such shares or unless provisions to so pay such withholding
requirements have been made to the satisfaction of the Committee.
Subject to Committee approval, the Participant (or Beneficiary) may
elect, at least thirty (30) days (or such other period as the Committee
may prescribe) prior to the vesting of such Restricted Stock, to satisfy
such withholding requirements by having the Company withhold shares
otherwise deliverable hereunder to the Participant (or Beneficiary)
having a Fair Market Value on the date such shares became vested equal to
the amount necessary to satisfy such withholding tax requirements. Any
election to have shares withheld to satisfy the withholding tax
requirements shall be made at such time and in such manner as the
Committee shall prescribe. Appropriate withholding may also be deducted
from the payment of any cash dividends with respect to such shares of
Restricted Stock during the Restricted Period, to the extent necessary to
satisfy any withholding tax requirements applicable thereto.
9. Beneficiary Designations. The Participant shall file with
the Human Resources Department of the Company a designation of one or
more beneficiaries (each a "Beneficiary") to whom shares otherwise due
the Participant shall be distributed in the event of the death of the
Participant while in the employ of the Company or an Affiliate. The
Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall
not become effective until received in writing by the Corporate Secretary
of the Company. If any designated Beneficiary survives the Participant
but dies before receiving all of his benefits hereunder, any remaining
benefits due him shall be distributed to the deceased Beneficiary's
estate. If there is no effective Beneficiary designation on file at the
time of the Participant's death, or if the designated Beneficiary or
Beneficiaries have all predeceased such Participant, the payment of any
remaining benefits shall be made to the Participant's estate.
10. Limitation of Rights. Nothing in this Agreement or the Plan
shall be construed to:
(a) give the Participant any right to be awarded any further
restricted stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any Affiliate;
or
(c) confer upon the Participant the right to continue in the
employment or service of the Company or any Affiliate, or affect the
right of the Company or any Affiliate to terminate the employment or
service of the Participant at any time or for any reason.
11. Prerequisites to Benefits. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest
in the Restricted Stock awarded hereunder, unless and until all the
terms, conditions and provisions of this Agreement and the Plan which
affect the Participant or such other person shall have been complied with
as specified herein.
12. Rights as a Stockholder. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall
have all rights as a stockholder with respect to the shares of Restricted
Stock once such shares have been registered in his name hereunder.
13. Successors and Assigns. This Agreement shall bind and inure
to the benefit of and be enforceable by the Participant, the Company and
their respective successors and assigns (including personal
representatives, heirs and legatees).
14. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of
Delaware.
15. Gender and Number. Whenever the context requires or permits,
the gender and number of words shall be interchangeable.
16. Change of Control. For the purpose of this Agreement, a
"Change of Control" shall mean any "Person" , as such term is used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than (i) the Executive, (ii) the
Company or any of its subsidiaries or Affiliates (as that term is defined
in the Exchange Act), (iii) any Person subject, as of the date of this
Agreement or at any prior time, to the reporting or filing requirements
of Section 13(d) of the Exchange Act with respect to the securities of
the Company or any Affiliate, (iv) any trustee or other fiduciary holding
or owning securities under an employee benefit plan of the Company, (v)
any underwriter temporarily holding or owning securities of the Company,
or (vi) any corporation owned directly or indirectly by the current
stockholders of the Company in substantially the same proportion as their
then ownership of stock of the Company) becomes, after the date of this
Agreement, the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the combined voting power of
the Company's then outstanding securities.
This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
Dated: ________________, 1996
ATTEST: READING & XXXXX CORPORATION
By:___________________________
___________________________
Secretary
Its: Vice President, Human Resources
___________________________
(Signature, Xxxxx X. Xxxxxx)
