Exhibit 10(a)
CONDITIONAL SHARE GRANT AGREEMENT
AGREEMENT made as of this _____ day of _______________, by UNIVERSAL
FOREST PRODUCTS, INC., a Michigan corporation (the "Company"), and (the
"Employee").
RECITALS
The Universal Forest Products, Inc. Long-Term Incentive Plan authorizes
the award of shares of stock to key employees of the Company upon such terms and
conditions as may be determined by the Committee or the Board of Directors.
The Committee has approved the conditional grant of shares to the Employee
upon the terms and conditions set forth in this Agreement. The Company and
Employee desire to confirm in this Agreement the terms, conditions and
restrictions applicable to the grant of restricted stock.
NOW, THEREFORE, intending to be bound, the parties agree as follows:
1. DEFINITIONS
1.1 "Board" means the Board of Directors of the Company.
1.2 "Change in Control" means an occurrence of a nature with respect to
the Company that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act. Without limiting the inclusiveness of the definition
in the preceding sentence, a Change in Control shall be deemed to
have occurred as of the first day that any one or more of the
following conditions is satisfied:
(a) Any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing twenty
percent (20%) or more of the combined voting power of the
Company's then outstanding securities; or
(b) At any time a majority of the Board of Directors of the
Company is comprised of other than Continuing Directors (for
purposes of this section, the term Continuing Director means a
director who was either (i) first elected or appointed as a
director prior to the Effective Date of this Agreement; or
(ii) subsequently elected or appointed as a director if such
director was nominated or appointed by at least a majority of
the then Continuing Directors); or
(c) Any of the following occur:
(i) Any merger or consolidation of the Company, other than a
merger or consolidation in which the voting securities
of the Company immediately prior to the merger or
consolidation continue to represent (either by remaining
outstanding or being converted into securities of the
surviving entity) fifty percent (50%) or more of the
combined voting power of the Company or surviving entity
immediately after the merger of consolidation with
another entity;
(ii) Any sale, exchange, lease, mortgage, pledge, transfer,
or other disposition (in a single transaction or a
series of related transactions) of assets or earning
power aggregating more than fifty percent (50%) of the
assets or earning power of the Company on a consolidated
basis;
(iii) Any liquidation or dissolution of the Company;
(iv) Any reorganization, reverse stock split, or
recapitalization of the Company which would result in a
Change in Control; or
(v) Any transaction or series of related transactions
having, directly or indirectly, the same effect as any
of the foregoing; or any agreement, contract, or other
arrangement providing for any of the foregoing.
1.3 "Committee" means the Committee appointed by the Board to
administer the Plan.
1.4 "Common Stock" means the common stock of the Company.
1.5 "Company" means Universal Forest Products, Inc., a Michigan
corporation, its successors and assigns.
1.6 "Effective Date of this Agreement" means _________________.
1.7 "Plan" means the Universal Forest Products, Inc. Long-Term
Incentive Plan.
1.8 "Shares" means the shares of Common Stock awarded, issued and
delivered to Employee under this Agreement. If, as a result of a stock
split, stock dividend, combination of stock, or any other change or
exchange of securities, by reclassification, reorganization,
recapitalization or otherwise, the Shares shall be increased or decreased,
or changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or another corporation, the term
"Shares" shall mean and include the shares of stock or other securities
issued with respect to the Shares.
2. CONDITIONAL GRANT AWARD
2.1 Conditional Grant. The Company hereby agrees to grant _______ shares
of Common Stock (the "Shares") to Employee immediately upon the satisfaction of
the terms and conditions set forth in Section 3 of this Agreement. The award of
Shares shall be effective as of the Grant Date, as defined in Section 3 below.
The Company agrees to issue and deliver to Employee a certificate representing
the Shares promptly upon the Grant Date.
2.2 Acceptance. Employee accepts this conditional award of Shares.
3. CONDITIONS TO GRANT
The Company shall grant the Shares to Employee upon the first to occur of
the following conditions (the effective date of which shall be referred to in
this Agreement as the Grant Date), provided that Employee has been in the
continuous employment of the Company from the date of this Agreement until the
Grant Date:
[SUBJECT TO COMPLETION]
4. ACQUISITION WARRANTIES
In order to induce the Company to issue and deliver the Shares on the
terms of this Agreement, Employee warrants to and agrees with the Company as
follows:
4.1 No Participating Interest. The Employee is acquiring the Shares for
Employee's own account, and has not made any arrangement to convey any interest
in the Shares to any person.
4.2 Ability to Evaluate. Because of Employee's knowledge and experience in
financial and business matters, Employee is capable of evaluating the merits and
risks of acquiring the Shares under the arrangements prescribed by this
Agreement.
4.3 Familiarity with Company. Employee is familiar with the business,
financial condition, earnings and prospects of the Company, and confirms that
the Company has not made any representation regarding the foregoing matters or
the merits of this Agreement.
4.4 All Questions Answered. Employee understands all of the terms of this
Agreement and the consequences to Employee of any actions which may be taken
under this Agreement. Employee confirms there are no questions relating to any
such matters which have not been answered to Employee's complete satisfaction.
4.5 Rights as Shareholder. Employee shall have no rights as a shareholder
with respect to the Shares unless and until the Grant Date.
5. GENERAL PROVISIONS
5.1 No Right to Employment. This Agreement is not an employment contract.
Neither the Plan nor this Agreement or anything else changes the at will
employment status of Employee.
5.2 Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be valid and enforceable, but if any
provision of this Agreement shall be held to be prohibited or unenforceable
under applicable law (a) such provision shall be deemed amended to accomplish
the objectives of the provision as originally written to the fullest extent
permitted by law, and (b) all other provisions of this Agreement shall remain in
full force and effect.
5.3 Captions. The captions used in this Agreement are for convenience
only, do not constitute a part of this Agreement and all of the provisions of
this Agreement shall be enforced and construed as if no captions had been used.
5.4 Complete Agreement. This Agreement contains the complete agreement
between the parties relating in any way to the subject matter of this Agreement
and supersedes any prior understandings, agreements or representations, written
or oral, which may have related to such subject matter in any way.
5.5 Notices.
(a) Procedures Required. Each communication given or delivered under
this Agreement must be in writing and may be given by personal delivery or
by certified mail. A written communication shall be deemed to have been
given on the date it shall be delivered to the address required by this
Agreement.
(b) Communications to the Company. Communications to the Company
shall be addressed to it at the principal corporate headquarters and
marked to the attention of the Company's president.
(c) Communications to Employee. Every communication to Employee
shall be addressed to Employee at the address given immediately below the
Employee's signature to this Agreement, or to such other address as
Employee shall specify to the Company.
5.6 Assignment. This Agreement is not assignable by Employee during
Employee's lifetime. This Agreement shall be binding upon and inure to the
benefit of (a) the successors and assigns of the Company, and (b) any person to
whom Employee's rights under this Agreement may pass by reason of Employee's
death.
5.7 Amendment. This Agreement may be amended, modified or terminated only
by written agreement between the Company and Employee.
5.8 Waiver. No delay or omission in exercising any right hereunder shall
operate as a waiver of such right or of any other right hereunder. A waiver upon
any one occasion shall not be construed as a bar or waiver of any right or
remedy on any other occasion. All of the rights and remedies of the parties
hereto, whether evidenced hereby or granted by law, shall be cumulative.
5.9 Choice of Law. This Agreement shall be deemed to be a contract made
under the laws of the State of Michigan and for all purposes shall be construed
in accordance with and governed by the laws of the State of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EMPLOYEE UNIVERSAL FOREST PRODUCTS, INC.
_______________________________ BY _____________________________
ITS ____________________________
ADDRESS:
_______________________________
_______________________________
