RETAIL VENTURES, INC.
Exhibit 4(b)
EXHIBIT 4(b)
1992 BONUS SHARE AGREEMENT
This 1992 Bonus Share Agreement (the "Agreement") is entered into this
_____ day of ________________, 1992, by and between, VALUE CITY DEPARTMENT
STORES, INC., an Ohio corporation (the "Company"), and
_________________________, an officer or key employee of the Company (the
"Employee").
RECITALS
The Company desires to provide the Employee with an ownership interest
in the Company and an incentive to contribute to the growth and profits of the
Company and to recognize the Employee's service to the Company.
1. In consideration of the Employee's prior and continuing
contributions to the Company, the Company hereby agrees to issue to Employee
___________ common shares of the Company (the "Shares"), subject to all of the
terms and conditions set forth in this Agreement. A certificate or certificates
for the Shares shall be issued in the Employee's name and the Employee shall
thereupon be a shareholder with respect to all of the Shares represented by such
certificate or certificates and shall have all of the rights of a shareholder
with respect to the Shares, including the right to vote the Shares and to
receive all dividends and other distributions paid with respect to the Shares;
provided, however, that the Shares shall be subject to the restrictions
hereinafter described. Certificates representing Shares shall be imprinted, in
conspicuous type, with the following legend:
THE SALE, EXCHANGE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
AND ANY INTEREST THEREIN IS RESTRICTED BY AN AGREEMENT DATED
AS OF _______________, 1992 BETWEEN THE CORPORATION AND
______________________, A COPY OF WHICH IS LOCATED AT THE OFFICE
OF THE SECRETARY OF THE CORPORATION. THE SECRETARY OF THE
CORPORATION WILL MAIL WITHOUT CHARGE TO A SHAREHOLDER, WITHIN
FIVE DAYS AFTER WRITTEN REQUEST THEREFOR FROM SUCH SHAREHOLDER,
A COPY OF SUCH AGREEMENT.
Issuance of the Shares shall occur as soon as practicable following
approval of such issuance by the shareholders of the Company in accordance with
the New York Stock Exchange policy and listing of the Shares on the New York
Stock Exchange. The Company agrees to take appropriate steps to secure such
approval and listing.
2. Escrow Agent. The Employee shall, immediately upon receipt of the
certificate or certificates deposit such certificate or certificates together
with a stock power or other instrument of transfer, appropriately endorsed in
blank, with Xxxxx Xxxx, as escrow agent (the "Escrow Agent"), under a deposit
agreement containing such terms and conditions as the Company shall approve. Any
expenses of such escrow shall be borne by the Company. The Escrow Agent shall
hold the certificate or certificates for the Shares until the restrictions
hereinafter set forth in Section 3 are satisfied. On each
anniversary of the Effective Date during the Restricted Period (as those terms
are defined in Section 3), the Escrow Agent shall release to the Employee a
certificate or certificates representing the appropriate Vested Percentage of
the Shares, as determined in accordance with Section 3, without the legend set
forth in Section 1.
3. Commencing on June 18, 1992 (the "Effective Date") and ending on the
fifth anniversary of the Effective Date (the "Restricted Period'), the Employee
shall not sell, exchange, transfer, pledge, hypothecate or otherwise dispose of
any legal or beneficial ownership interest in the Shares; provided, however,
that, subject to Section 6 of this Agreement, the Employee may sell, exchange,
transfer, pledge, hypothecate or otherwise dispose of the Shares to the extent
of the percentage of the Shares which have vested (the "Vested Percentage"),
based upon the Employee's continuous employment by the Company, on a fun-time
basis, as determined in accordance with the following schedule:
YEARS OF CONTINUOUS
EMPLOYMENT BY THE
COMPANY AFTER EFFECTIVE VESTED PERCENTAGE
----------------------- -----------------
1 20%
2 40%
3 60%
4 80%
5 100%
At the end of the Restricted Period, the restrictions of this Section 3
shall lapse.
4. Termination of Employment.
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(a) If the Company's employment of Employee should be
terminated voluntarily by Employee at any time prior to the end of the
Restricted Period, all of the Restricted Shares which have not vested, based
upon the Employee's Vested Percentage, shall be forfeited by the Employee and
the certificate or certificates for such Shares shall be delivered to the
Company by the Escrow Agent upon the Escrow Agent's receipt of written notice
from the Company of such termination.
(b) If the Company's employment of Employee is terminated
otherwise than voluntarily by the Employee, including as a result of Employee's
death or disability, 100% of the Shares shall vest and Employee, Employee's
personal representative or the person or persons to whom his rights pass by will
or the laws of descent and distribution may sell, exchange, transfer, pledge,
hypothecate or otherwise dispose of the Shares without reference to the
restrictions set forth in Section 3. Upon written notice from the Company of
such an event, the Escrow Agent shall release to Employee or Employee's legal
representative or beneficiary all of the certificates representing the Shares
without the legend set forth in Section 1.
5. Reorganization.
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(a) If shares of common stock of the Company should, as a
result of a stock split, stock dividend, combination of shares or any other
change, or exchange for other securities, by
reclassification, reorganization, merger, consolidation, recapitalization or
otherwise, 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 of another corporation, the number of Shares shall be appropriately adjusted
to reflect such action. If any such adjustment shall result in a fractional
share, such fraction shall be disregarded.
(b) If, as a result of one of the events set forth in
paragraph (a) of this Section 5, the Employee shall, as owner of the Shares, be
entitled to new or additional or different shares of stock or securities, the
certificate or certificates therefor, or other evidences of such new or
additional or different shares or securities, shall be imprinted with the legend
set forth in Section 1, and together with a stock power or other instrument of
transfer appropriately endorsed, shall be deposited by Employee with the Escrow
Agent, and all the provisions of this Agreement shall be applicable to such new
or additional or different shares or securities to the extent applicable to the
Shares.
6. Securities Laws Compliance. It is the intention of the Company to
register the Shares with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended, and to register or qualify
the Shares, if such registration is required, pursuant to applicable state
securities or blue sky laws. Employee recognizes, however, that he may be deemed
an "affiliate" of the Company and may be subject to restrictions upon sale of
the Shares under applicable rules of the SEC. Employee agrees, therefore, that
he shall notify the Secretary of the Company prior to selling any of the Shares
and shall make no such sale if the Company shall advise him that such sale is in
violation of any such rule.
7. Withholding Taxes. The Company shall have the right to require the
Employee to remit to the Company, or to withhold from other amounts payable to
the Employee, as compensation or otherwise, an amount sufficient to satisfy all
federal, state and local tax withholding requirements.
8. Nothing in this Agreement shall confer on the Employee any right to
continue in the service of the Company or interfere with the right of the
Company to terminate such Employee's employment or other services at any time.
This Agreement shall in no way, now or hereafter, reduce, enlarge or modify the
employment relationship between the Company and the Employee. The Shares and the
Vested Percentage shall not be affected by any change of duties or position as
long as the Employee continues to be employed on a full-time basis by the
Company.
9. Notices. All notices required pursuant to this Agreement shall be in
writing and shall be personally delivered or sent by registered or certified
mail, postage prepaid, (a) if to the Company, at its principal office, Attn:
Legal Department; (b) if to the Escrow Agent, to Xxxxx Xxxx, Esq., at the
principal office of Schottenstein Stores Corporation; or (c) if to Employee, to
Employee's last known address on the personnel records of the Company.
10. This Agreement shall be construed as a contract under the laws of
the State of Ohio, without reference to its choice of law rules. It may be
executed in several counterparts, all of which shall constitute one agreement.
It shall bind and benefit the parties and their respective successors, assigns,
heirs and legal representatives. No assignment of this Agreement, in whole or in
part, may be made by any party hereto without the prior written consent of all
of the other parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
VALUE CITY DEPARTMENT STORES, INC.
By:
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Its:
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EMPLOYEE:
By:
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Its:
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