CLARUS CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.19
CLARUS
CORPORATION
2005
STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT (the “Agreement”) made as of this 28th day
of May 2010, by and between Clarus Corporation, a Delaware corporation, having
its principal office at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, XX
00000 (the “Company”), and Xxxxxx X. Xxxxxxx, an individual residing in
Greenwich, CT (the
“Employee”). Capitalized terms not defined herein shall have the
meanings ascribed to them in the Company’s 2005 Stock Incentive
Plan.
WHEREAS, the Company has
heretofore adopted the Clarus Corporation 2005 Stock Incentive Plan (the “Plan”)
for the benefit of certain employees, officers, directors, consultants,
independent contractors and advisors of the Company or Subsidiaries of the
Company, which Plan has been approved by the Company’s stockholders; and the
Employee is a valued and trusted employee of the Company and/or one of its
subsidiaries; and
WHEREAS, the Company believes
it to be in the best interests of the Company to secure the future services of
the Employee by providing the Employee with an inducement to remain an employee
of the Company and/or one of its Subsidiaries through the grant of restricted
shares of Common Stock (the “Restricted Stock Award”).
NOW, THEREFORE, the parties
agree as follows:
1. Stock
Grant. Subject to the
provisions hereinafter set forth and the terms and conditions of the Plan, the
Company hereby grants to the Employee, as of May 28, 2010, a Restricted Stock
Award, subject to the vesting schedule set forth below, of up to an aggregate of
500,000 shares (the “Grant Shares”) of common stock of the Company, par value
$0.0001 per share (the “Common Stock”), such number being subject to adjustment
as provided in the Plan. As more fully described below, the Grant Shares granted
hereby are subject to forfeiture by the Employee if certain criteria are not
satisfied.
2. Vesting.
(a) The
Grant Shares shall vest and become non-forfeitable in accordance with the
following schedule: (i) 250,000 Grant Shares shall vest if, on or before May 28,
2017, the Fair Market Value (as defined in the 2005 Stock Incentive Plan) of the
Company’s Common Stock shall have exceeded $10.00 per share for 20 consecutive
business days; and (ii) 250,000 Grant Shares shall vest, if on or before May 28,
2017, the Fair Market Value (as defined in the 2005 Stock Incentive Plan) of the
Company’s Common Stock shall have exceeded $12.00 per share for 20 consecutive
business days; provided, however that all of the Grant Shares shall immediately
vest and become nonforfeitable upon the occurrence of a Change in Control (as
defined in the Employment Agreement dated May 28, 2010, by and between the
Company and the Employee).
(b) Notwithstanding
the vesting schedule set forth above, such vesting schedule may be accelerated
by the Board of Directors or the Compensation Committee of the Board of
Directors (the “Committee”) in their sole decision.
(c) Upon
the vesting date the earned portion of the Grant Shares shall be issued to the
Employee in accordance with the Plan and the terms hereof including Section 3
below.
(d)
If the Employee is terminated by the Company or its Subsidiaries for Cause (as
defined in the Plan) or voluntarily terminates employment by the Company or its
Subsidiaries, prior to the satisfaction of the vesting provisions set forth
above, no further portion of the Grant Shares shall become vested pursuant to
this Agreement and such unvested Grant Shares shall be forfeited effective as of
the date that the Employee ceases to be so employed by the Company.
(e) Nothing
in the Plan or this Agreement shall confer on Employee any right to continue in
the employ of, or other relationship with, the Company or any Subsidiary of the
Company, or limit in any way the right of the Company or any Affiliate or
Subsidiary of the Company to terminate Employee’s employment or other
relationship at any time, with or without Cause. This Agreement does
not constitute an employment contract. This Agreement does not
guarantee employment for the length of time of the vesting schedule set forth in
Section 2(a) hereof or for any portion thereof.
(f) Tax
Consequences. Employee understands that Employee may suffer
adverse tax consequences as a result of the grant, vesting or disposition of the
Grant Shares. Employee represents that Employee has consulted with
his or her own independent tax consultant(s) as Employee deems advisable in
connection with the grant, vesting or disposition of the Grant Shares and that
Employee is not relying on the Company for any tax advice.
3. Issuance and
Withholding.
(a) Upon
vesting, the Company shall issue the earned Grant Shares registered in the name
of Employee, Employee’s authorized assignee, or Employee’s legal representative,
and shall deliver certificates representing the Grant Shares.
(b) Subject
to Section 16 below, prior to the issuance of the Grant Shares, Employee must
pay or provide for any applicable federal or state withholding obligations of
the Company.
4. Compliance
With Laws and Regulations. The issuance and
transfer of Grant Shares shall be subject to compliance by the Company and
Employee with all applicable requirements of federal and state securities laws
and with all applicable requirements of any stock exchange or quotation system
on which the Company’s Common Stock may be listed at the time of such issuance
or transfer
5. Non-transferability. Until the Grant Shares shall
be vested and issued and until the satisfaction of any and all other conditions
specified herein, the Grant Shares may not be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of by the Employee, other than by
will or by the laws of descent and distribution, except upon the written consent
of the Company and, in any case, in compliance with the terms and conditions of
this Agreement. The terms of this Stock Grant shall be binding upon
the executors, administrators, successors and assigns of Employee.
6. Privileges
of Stock Ownership. Employee shall
not have any of the rights of a stockholder with respect to any Grant Shares
until the Grant Shares are issued to Employee.
7. Interpretation. Any dispute
regarding the interpretation of this Agreement shall be submitted by Employee or
the Company to the Committee for review. The resolution of such a
dispute by the Committee shall be final and binding on the Company and
Employee.
8. Entire
Agreement. The Plan is
incorporated herein by reference. This Agreement and the Plan
constitute the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior understandings and
agreements with respect to such subject matter.
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9. Notices. Any notice
required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Corporate Secretary of the
Company at its principal corporate offices. Any notice required to be
given or delivered to Employee shall be in writing and addressed to Employee at
the address indicated above or to such other address as such party may designate
in writing from time to time to the Company. All notices shall be
deemed to have been given or delivered upon: personal delivery; three (3) days
after deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after deposit with any return receipt
express courier (prepaid); or one (1) business day after transmission by
facsimile.
10. Successors
and Assigns. The Company may
assign any of its rights under this Agreement. This Agreement shall
be binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth herein,
this Agreement shall be binding upon Employee and Employee’s heirs, executors,
administrators, legal representatives, successors and assigns.
11.
Governing
Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, applicable to agreements made and to be performed entirely within such
state, other than conflict of laws principles thereof directing the application
of any law other than that of Delaware.
12. Acceptance. Employee hereby
acknowledges receipt of a copy of the Plan and this
Agreement. Employee has read and understands the terms and provisions
thereof, and accepts this stock Grant subject to all the terms and conditions of
the Plan and this Agreement. Employee acknowledges that there maybe
adverse tax consequences upon the grant or the vesting of this stock Grant,
issuance or disposition of the Grant Shares and that the Company has advised
Employee to consult a tax advisor regarding the tax consequences of the grant,
vesting, issuance or disposition.
13.
Covenants
of the Employee The Employee agrees (and for any proper
successor hereby agrees) upon the request of the Committee, to execute and
deliver a certificate, in form reasonably satisfactory to the Committee,
regarding applicable Federal and state securities law matters.
14.
Obligations of the
Company
(a) Notwithstanding
anything to the contrary contained herein, neither the Company nor its transfer
agent shall be required to issue any fraction of a share of Common Stock, and
the Company shall issue the largest number of whole Grant Shares of Common Stock
to which Employee is entitled and shall return to the Employee the amount of any
unissued fractional share in cash.
(b) The
Company may endorse such legend or legends upon the certificates for Grant
Shares issued to the Employee pursuant to the Plan and may issue such “stop
transfer” instructions to its transfer agent in respect of such Grant Shares as,
in its discretion, it determines to be necessary or appropriate to: (i) prevent
a violation of, or to perfect an exemption from, the registration requirements
of the Securities Act; or (ii) implement the provisions of the Plan
and any agreement between the Company and the Employee or grantee with respect
to such Grant Shares.
(c) The
Company shall pay all issue or transfer taxes with respect to the issuance or
transfer of Grant Shares to Employee, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer.
(d) All
Grant Shares issued following vesting shall be fully paid and non-assessable to
the extent permitted by law.
15. No
Section 83(b) Election. Employee shall
not file an election with the Internal Revenue Service under Section
83(b).
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16. Withholding
Taxes. The Employee acknowledges that the Company is not responsible for
the tax consequences to the Employee of the granting, vesting or issuance of the
Grant Shares, and that it is the responsibility of the Employee to consult with
the Employee’s personal tax advisor regarding all matters with respect to the
tax consequences of the granting, vesting and issuance of the Grant Shares. The
Company shall have the right to deduct from the Grant Shares or any payment to
be made with respect to the Grant Shares any amount that federal, state, local
or foreign tax law requires to be withheld with respect to the Grant Shares or
any such payment. Alternatively, the Company may require that the Employee,
prior to or simultaneously with the Company incurring any obligation to withhold
any such amount, pay such amount to the Company in cash or in shares of the
Company’s Common Stock (including shares of Common Stock retained from the Stock
Grant Award creating the tax obligation), which shall be valued at the Fair
Market Value of such shares on the date of such payment. In any case where it is
determined that taxes are required to be withheld in connection with the
issuance, transfer or delivery of the shares, the Company may reduce the number
of shares so issued, transferred or delivered by such number of shares as the
Company may deem appropriate to comply with such withholding. The Company may
also impose such conditions on the payment of any withholding obligations as may
be required to satisfy applicable regulatory requirements under the Exchange
Act, if any.
17. Miscellaneous
(a) If
the Employee loses this Agreement representing the stock Grant granted
hereunder, or if this Agreement is stolen, damaged or destroyed, the Company
shall, subject to such reasonable terms as to indemnity as the Committee, in its
sole discretion shall require, replace the Agreement.
(b) This
Agreement cannot be amended, supplemented or changed, and no provision hereof
can be waived, except by a written instrument making specific reference to this
Agreement and signed by the party against whom enforcement of any such
amendment, supplement, modification or waiver is sought. A waiver of any right
derived hereunder by the Employee shall not be deemed a waiver of any other
right derived hereunder.
(c) This
Agreement may be executed in any number of counterparts, but all counterparts
will together constitute but one agreement.
(d) In
the event of a conflict between the terms and conditions of this Agreement and
the Plan, the terms and conditions of the Plan shall govern. All
capitalized terms used herein but not defined shall have the meanings given to
such terms in the Plan.
[signature
page follows]
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IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed in duplicate by its duly
authorized representative and Employee has executed this Agreement in duplicate
as of the Date of Grant.
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CLARUS
CORPORATION
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By:
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/s/ Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Chief Financial Officer
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EMPLOYEE
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By:
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/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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