Exhibit 99.13
2004 MANAGEMENT STOCK PLAN
OF
OGLEBAY NORTON COMPANY
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, made as of _________, 2004, by and between OGLEBAY
NORTON COMPANY (the "Corporation") and _____________ (the "Recipient").
WHEREAS, the Corporation has established the 2004 Management Stock Plan
of Oglebay Norton Company (the "Management Stock Plan") pursuant to which shares
of the Corporation's common stock, par value $0.01 per share ("Shares"), may be
awarded to employees of the Corporation and its Subsidiaries; and
WHEREAS, the Corporation has granted to the Recipient a restricted
stock award pursuant to the Management Stock Plan; and
WHEREAS, it is intended that this Agreement shall set forth the terms,
conditions and restrictions imposed with respect to said restricted stock award;
NOW, THEREFORE, the parties hereto agree as follows:
1. Restricted Stock Award.
1.1 Pursuant to the Management Stock Plan, the Recipient has
been awarded on _______________, 2004 (the "Award Date"), a restricted stock
award with respect to __________ Shares (the "Restricted Stock Award"), subject
to the terms, conditions and restrictions set forth in the Management Stock Plan
and in this Agreement.
1.2 The Restricted Stock Award and this Agreement are subject
to all of the terms and conditions of the Management Stock Plan, which terms and
conditions are hereby incorporated by reference. Except as otherwise expressly
set forth herein, the capitalized terms used in this Agreement shall have the
same definitions as set forth in the Management Stock Plan.
2. Vesting and Restrictions. Restrictions shall be imposed on a
transfer of the Shares issued pursuant to the Restricted Stock Award, and such
Shares shall be subject to risk of forfeiture, as follows:
The Shares issued pursuant to the Restricted Stock Award shall become vested at
the rate of 25% per year on each of July 1, 2005, July 1, 2006, July 1, 2007 and
July 1, 2008, provided the Recipient is still in the employ of the Corporation
or a Subsidiary on each such respective vesting date. Restrictions shall be
imposed on any transfer of the Shares subject to the Restricted Stock Award
until such time as the Shares shall become vested in accordance with this
Section 2. If the Recipient's employment with the Corporation and its
Subsidiaries terminates prior to the date on which the Shares become vested, any
Shares (and any dividends, distributions and
adjustments with respect thereto) which were not theretofore vested shall be
forfeited. Notwithstanding the preceding, 100% of the Shares shall become vested
in the event of any of the following: (i) the consummation of a Change in
Control while the Recipient is in the employ of the Corporation or a Subsidiary,
(ii) termination of the Recipient's employment by the Corporation or a
Subsidiary without Cause or (iii) such special circumstance or event as in the
opinion of the Committee merits special consideration. Any other applicable
restrictions or conditions under the requirements of any stock exchange upon
which the Shares issued pursuant to the Restricted Stock Award or shares of the
same class are then listed, and under any securities law applicable to such
Shares, shall be imposed.
3. Stockholder Rights. Except to the extent of the restrictions set
forth in Section 2, the Recipient shall have all the rights and privileges of a
beneficial and record owner with respect to the Shares issued pursuant to the
Restricted Stock Award; provided, however, that (i) any stock certificate or
certificates representing such Shares shall be retained by the Corporation for
the Recipient's account until such Shares become vested, and (ii) dividends,
distributions and adjustments with respect to such Shares shall be subject to
the same restrictions and risk of forfeiture as are imposed on the Shares, and
shall be retained by the Corporation for the Recipient's account and for
delivery to the Recipient, together with the stock certificate or certificates
representing such Shares, if, as and when such Shares become vested.
4. Restrictive Legend. Any certificate representing Shares issued
pursuant to the Restricted Stock Award shall bear a legend making appropriate
references to the restrictions imposed by this Agreement. At such time as Shares
become vested pursuant to this Agreement, a new certificate representing such
Shares shall be issued (in substitution for the prior certificate) which shall,
if applicable, bear a legend making appropriate references to any restrictions
imposed by stock exchange and/or securities law requirements. Notwithstanding
any other provision of this Agreement or the Management Stock Plan to the
contrary, in lieu of issuing one or more stock certificates representing Shares,
record ownership of the Shares issued pursuant to the Restricted Stock Award in
the name of the Recipient may, in the sole discretion of the Corporation, be
evidenced by appropriate entry in the Corporation's stock ownership records, in
which case the Recipient may receive a certificate or certificates representing
such Shares only by written request to the Corporation.
5. Recipient Bound by the Management Stock Plan. The Recipient hereby
acknowledges receipt of a copy of the Management Stock Plan and agrees to be
bound by all the terms and provisions thereof, including, without limitation,
the Corporation's and Subsidiaries' tax withholding rights with respect to the
Shares issued pursuant to the Restrictive Stock Award. A determination of the
Committee as to any questions which may arise with respect to the interpretation
of the provisions of this Agreement and of the Management Stock Plan shall be
final. The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Management Stock
Plan, as it may deem advisable to effectuate the purpose of the grant of the
Restricted Stock Award.
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6. Modification of Agreement. This Agreement may be modified, amended,
suspended or terminated, and any terms or conditions may be waived, but only by
a written instrument executed by the parties hereto.
7. Severability. Each provision of this Agreement is intended to be
severable. If any provision of this Agreement shall be invalid or unenforceable
to any extent or in any application, the remaining provisions of this Agreement
shall not be affected thereby and shall continue in effect and application to
the fullest extent in accordance with their terms.
8. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Ohio, except to the extent that such
laws are preempted by the federal laws of the United States of America. Each
party hereby irrevocably submits to the jurisdiction of the state and federal
courts sitting in Cleveland, Ohio for the adjudication of any dispute hereunder.
9. Successors in Interest. This Agreement shall inure to the benefit
of, and be binding on, the Corporation and its successors and assigns. This
Agreement shall inure to the benefit of, and be binding on, the Recipient and
the Recipient's legal representatives. All obligations imposed upon the
Recipient and all rights granted to the Corporation under this Agreement shall
be final, binding and conclusive upon the Recipient's heirs, executors,
administrators and successors. This Agreement shall not be assignable by the
Recipient.
10. Entire Agreement. This Agreement, together with the Management
Stock Plan, constitutes the entire agreement between the parties hereto with
respect to the Restricted Stock Award.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
OGLEBAY NORTON COMPANY
By:
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[Name of Recipient]
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