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EXHIBIT 10.42
RESTRICTED STOCK AGREEMENT
WANG LABORATORIES, INC.
EMPLOYEES' STOCK INCENTIVE PLAN
Name of Grantee: Xxxxxx X. Xxxxx
No. of Shares: 230,000
Grant Date: Xxxxx 00, 0000
Xxxxxxxx Price: $.01 per share
Pursuant to the Wang Laboratories, Inc. Employees' Stock Incentive Plan
(the "Plan") as amended through the date hereof, Wang Laboratories, Inc. (the
"Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee
named above. Upon acceptance of this Award, the Grantee shall receive the number
of shares of Common Stock, par value $0.01 per share (the "Stock"), of the
Company specified above, subject to the restrictions and conditions set forth
herein and in the Plan.
1. ACCEPTANCE OF AWARD. The Grantee shall have no rights with respect
to this Award unless he or she shall have accepted this Award by signing and
delivering to the Company a copy of this Agreement. Upon acceptance of this
Award by the Grantee, and payment of the Purchase Price as specified herein,
certificates evidencing the Stock so accepted shall be issued and delivered to
the Company to be held for the Grantee, and the Grantee's name shall be entered
as the stockholder of record on the books of the Company. Thereupon, the Grantee
shall have all the rights of a shareholder with respect to such Stock, including
voting and dividend rights, subject, however, to the restrictions and conditions
specified in Section 2 below.
2. RESTRICTIONS AND CONDITIONS.
(a) Certificates evidencing the Restricted Stock granted
hereby shall bear an appropriate legend, as set forth in the Plan.
(b) Restricted Stock granted hereby may not be sold,
exchanged, transferred, assigned, pledged or otherwise encumbered or disposed of
by the Grantee prior to vesting.
(c) Subject to Section 3(b) below, if the Grantee ceases to be
an employee of the Company or any of its subsidiaries prior to the expiration or
other termination of the applicable restrictions, any Restricted Stock granted
to the Grantee which is still subject to
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restriction shall (i) if no purchase price had been paid for such Restricted
Stock, be forfeited and all rights of the Grantee to such Restricted Stock shall
terminate without further obligation on the part of the Company; or (ii) if a
purchase price had been paid for such Restricted Stock, be deemed to be offered
for sale by the Grantee to the Company for a period of thirty (30) days after
the date of such cessation of employment at a price (the "Option Price") equal
to the lesser of (x) the fair market price of the stock at such time or (y) the
purchase price set forth on the first page of this agreement (the "Purchase
Option").
3. VESTING OF RESTRICTED STOCK.
(a) The restrictions and conditions in Section 2 above shall
terminate as to the percentage of the total number of shares of Restricted Stock
subject hereto on the dates respectively indicated below (each a "Vesting
Date"):
Percent of Total Shares Vested Vesting Date
50% March 26, 1998
50% March 26, 1999
Subsequent to a Vesting Date, the shares of Restricted Stock on which such
restrictions and conditions terminated on such date shall no longer be
Restricted Stock. The Organization, Compensation and Nominating Committee of the
Company's Board of Directors (the "Committee") may accelerate the vesting
schedule specified in this Section 3(a) in accordance with the terms of the
Plan.
(b) If, prior to any Vesting Date, (i) the Grantee ceases to
be an employee of the Company or any of its subsidiaries by reason of death,
Permanent Disability or Retirement, (ii) the Grantee terminates his employment
with the Company by reason of an Involuntary Termination (as defined in amended
and restated employment agreement, dated March 26, 1997, by and between the
Company and the Grantee), (iii) the Company terminates the Grantee's employment
other than for cause (as defined below) or (iv) a Change in Control occurs, all
restrictions and conditions set forth herein shall terminate as to all of the
shares of Restricted Stock subject hereto. For the purpose of this Agreement,
the term "cause" shall mean willful misconduct by the Grantee or willful failure
to perform his or her responsibilities in the best interests of the Company
(including, without limitation the breach of any provision of the Company's
Standards of Ethics and Business Conduct Guide, or breach by the Grantee of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Grantee and the Company),
as determined by the Company, which determination shall be conclusive.
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4. EXERCISE OF PURCHASE OPTION AND CLOSING.
(a) The Company may exercise the Purchase Option by delivering
or mailing to the Grantee (or his estate), in accordance with notice provisions
of Section 11, within 30 days after the cessation of the employment of the
Grantee, a written notice of exercise of the Purchase Option. Such notice shall
specify the number of Shares to be purchased. If and to the extent the Purchase
Option is not so exercised by the giving of such a notice within such 30-day
period, the Purchase Option shall automatically expire and terminate effective
upon the expiration of such 30-day period.
(b) After the time the Company exercises the Purchase Option,
the Company shall not pay any dividend to the Grantee on account of such Shares
(other than any dividend the record date for which is prior to such exercise) or
permit the Grantee to exercise any of the privileges or rights of a stockholder
with respect to such Shares, but shall, in so far as permitted by law, treat the
Company as the owner of such Shares.
(c) The Option Price may be payable, at the option of the
Company, in cancellation of all or a portion of any outstanding indebtedness of
the Grantee to the Company or in cash (by check) or both.
(d) The Company shall not purchase any fraction of a Share
upon exercise of the Purchase Option, and any fraction of a share resulting from
a computation made pursuant to Section 3 of this Agreement shall be rounded to
the nearest whole Share (with any one-half Share being rounded upward).
5. EFFECT OF PROHIBITED TRANSFER. The Company shall not be required to
(a) transfer on its books any of the Shares which shall have been sold or
transferred in violation of any of the provisions set forth in this Agreement,
or (b) treat as owner of such Shares or pay dividends to any transferee to whom
any such Shares shall have been sold or transferred.
6. DIVIDENDS AND VOTING RIGHTS. During the Restricted Period, the
Grantee shall have the right to receive all dividends payable with respect to
the Restricted Shares and to exercise the voting rights attaching to the
Restricted Shares.
7. INCORPORATION OF PLAN. Notwithstanding anything herein to the
contrary, this Agreement shall be subject to and governed by all the terms and
conditions of the Plan. In the event of any inconsistency between the provisions
of the Plan and this instrument, the terms of the Plan shall prevail.
Capitalized terms in this Agreement shall have the meaning specified in the
Plan, unless a different meaning is specified herein.
8. TRANSFERABILITY. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. The name
or names of the Grantee's beneficiary or beneficiaries, to receive, in the event
of the Grantee's death, any right to which the Grantee would be entitled under
the Plan, is (are) set forth at the end of this Agreement.
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9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. The shares of stock
subject to this Award are shares of Common Stock of the Company. If the shares
of the Company's Common Stock as a whole are increased or decreased, changed
into, or exchanged for a different number or kind of share or securities of the
Company, whether through merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, exchange of shares, change in corporate structure or the like, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares, and the Purchase Price per share, if any, of shares subject to this
Award. Adjustments under this Section 9 shall be made by the Committee, whose
determination as to what adjustment shall be made, and the extent thereof, shall
be conclusive.
10. TAX WITHHOLDING. The Grantee shall, not later than the date as of
which the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the Committee
for payment of any Federal, state, and local taxes required by law to be
withheld on account of such taxable event. The Grantee may elect to (i) tender
back to the Company vested shares of Stock received pursuant to a grant, (ii)
deliver to the Company previously acquired Stock, or (iii) reimburse the Company
in cash, in order to satisfy part or all of the obligation for any taxes
required to be withheld or otherwise deducted and paid by the Company or any
such subsidiary in respect of the Stock subject to this Award. If the Grantee
fails to make an election fully satisfying the Grantee's obligations, the
Grantee shall be deemed to have made an election pursuant to clause (i) of the
immediately preceding sentence to the extent of such unsatisfied obligation.
11. MISCELLANEOUS.
(a) Notice hereunder shall be given to the Company at its
principal place of business, and shall be given to the Grantee at the address
set forth below, or in either case at such other address as one party may
subsequently furnish to the other party in writing.
(b) This Agreement does not confer upon the Grantee any rights
with respect to continuance of employment by the Company or any subsidiary.
(c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be
severable and enforceable to the extent permitted by law.
(d) Any provision contained in this Agreement may be waived,
either generally or in any particular instance, by the Committee.
(e) This Agreement shall be binding upon and inure to the
benefit of the Company and the Grantee and their respective heirs, executors,
administrators, legal representatives, successors and assigns, subject to the
restrictions on transfer set forth in Section 3 of this Agreement.
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(f) Whenever the context may require, any pronouns used in
this Agreement shall include all corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.
(g) This Agreement constitutes the entire agreement between
the parties, and supersedes all prior agreements and understandings, relating to
the subject matter of this Agreement.
(h) This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Grantee.
(i) This Agreement shall be construed, interpreted and
enforced in accordance with the law of the Commonwealth of Massachusetts.
WANG LABORATORIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman, Organization,
Compensation and Nominating
Committee of Board of Directors
the foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Date: March 26, 1997 /s/ Xxxxxx X. Xxxxx
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Grantee's Signature
Grantee's Name and Address:
Xxxxxx X. Xxxxx
00 Xxxxxxxx Xxxxxx Xxxxxxxxx, #000
Nashua, New Hampshire 03060
Name of Grantee's Beneficiary: Beneficiary's Address:
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WANG LABORATORIES, INC. RESTRICTED STOCK PLAN
TAX WITHHOLDING PROCEDURES
Name
Address
On [____________________], you were granted a Restricted Stock Award
under the Wang Laboratories, Inc. Employees Stock Incentive Plan. The
restrictions and conditions with respect to xxxx of shares of Restricted Stock
will lapse on [________________], and the value of such shares, based upon the
closing price of the Stock on [__________________]will be taxable to you in
[___]. As described in Section 10 of the Restricted Stock Agreement, applicable
Federal, state and local tax withholding requirements will be satisfied by
withholding vested shares of Stock otherwise issuable under your grant unless
you elect to (i) deliver to the Company previously acquired shares, or (ii)
reimburse the Company in cash or by check.
The exact dollar amount of required tax withholding cannot be
calculated until after [_____________], when the value of the shares issuable
under your Award becomes determinable. If you elect to pay the withholding taxes
in cash or by check, or by delivery of shares of Stock you already own, Benefits
Administration will advise you by letter in [_________]of the exact dollar
amount due. Otherwise, the Company will use [xxxx] vested shares of Stock held
by the Company in satisfaction of tax withholding requirements based upon
applicable Social Security (FICA) tax and Federal, state, and local income tax
withholding tables.
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_____ I elect to pay withholding taxes on the shares in cash or by check.
_____ I elect to sell to the Company shares of Stock I already own. (Share
certificates must be delivered to Benefits Administration by
[________________].)
_____ Please pay withholding taxes with vested shares held by the Company
under my grant. (If you are electing this option, it is not necessary
to return this election form.)
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Employee Signature Date
