Exhibit 10.18
RESTRICTED STOCK AGREEMENT
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This Restricted Stock Agreement (the "Agreement") is made as of January 20,
1997, between Unilab Corporation, a Delaware corporation (the "Corporation"),
and Xxxxxx X. Xxxxx ("Xxxxx"), for the grant by the Corporation to Xxxxx of
restricted shares of the Corporation's common stock, par value $.01 per share
(the "Common Stock"). This Agreement is entered into pursuant to and in
connection with that certain letter agreement of even date herewith (the "Letter
Agreement") regarding Xxxxx'x resignation as a director and as Chairman,
President and Chief Executive Officer of the Corporation.
1. Grant of Shares. In accordance with the terms of the Letter Agreement,
and in consideration of valuable services heretofore rendered and of the
agreements hereinafter set forth, the Corporation hereby grants to Xxxxx Five
Hundred Thousand (500,000) shares of Common Stock of the Corporation (the
"Shares"). As soon as reasonably practicable following Xxxxx'x execution of this
Agreement, a certificate or certificates representing the Shares and bearing the
legend described in Section 6 shall be issued in the name of Xxxxx. The
Corporation, at the direction of the Board of Directors, shall hold such
certificate or certificates, properly endorsed for transfer, for Xxxxx'x benefit
until the restrictions herein set forth have lapsed. The Shares, shall be issued
from the Corporation's available treasury shares or from authorized but unissued
shares. Upon issuance of the certificates representing the Shares, Xxxxx shall
have all the rights of a stockholder with respect to the Shares, including the
right to vote and to receive all dividends or other distributions paid or made
with respect to the Shares. However, the Shares (and any securities of the
Corporation which may be issued with respect to the Shares by virtue of any
stock split, combination, stock dividend or recapitalization, which securities
shall be deemed to be "Shares" hereunder) shall be subject to all the
restrictions hereinafter set forth.
2. Restriction. The Shares shall not be sold or exchanged until the
restriction imposed by this Section 2 (the "Restriction") has lapsed pursuant to
Sections 3 or 4 below; provided, however, nothing herein shall restrict the
transfer of the shares to immediate family members or trusts for their benefit.
3. Lapse of Restriction upon Certain Events. The Restriction shall lapse
and have no further force or effect with respect to the Shares upon the earlier
to occur of (a) a Change of Control of the Corporation (as hereinafter defined)
and (b) Xxxxx reaching age 65. For purposes of this Agreement, a "Change of
Control" of the Corporation shall be defined to mean, notwithstanding the prior
occurrence of any other event constituting a "change of control" (a) the
acquisition by any "person" of, or the entering into of any agreement by any
"person" to acquire by purchase, merger, consolidation or otherwise "beneficial
ownership" (within the meaning of Section 13 and/or Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended) of shares resulting in the
beneficial ownership of more than fifty percent (50%) of the total number of
votes which may be cast for the election of directors, or (b) the acquisition by
any person of, or the entering into of any agreement by any person to acquire,
all or substantially all of the assets of the Corporation. Notwithstanding any
other provision of this Section 3, the Restriction shall lapse and be of no
further force and effect as of immediately prior to, but subject to, the Change
of Control and in the event of a Change of Control as a result of a tender offer
or other multi-staged transaction, the Restriction shall lapse in a timely
manner such that Xxxxx may participate in such transaction at any stage.
4. Lapse of Restriction by Death or Disability. In addition to the
circumstances under which the Restriction shall lapse as described in Section 3,
the Restriction shall lapse and have no further force or effect upon Xxxxx'x
death or Disability (as such term is defined in the Corporation's Long-Term
Disability Plan).
5. Delivery of Restricted Shares. Promptly upon the lapse of the
Restriction pursuant to Sections 3 or 4, a stock certificate for the number of
Shares with respect to which the Restriction has lapsed shall be delivered, free
of all restrictions, to Xxxxx or Xxxxx'x representative, beneficiary or estate
(collectively referred to as the "Representative"), as the case may be.
6. Legend on Certificates. All certificates representing the Shares shall
be endorsed on the face thereof with the following legend:
"The shares of stock represented by this certificate, and the
transferability thereof are restricted by and subject to a Restricted Stock
Agreement dated as of January 20, 1997, a copy of which is on file with the
Secretary of the Corporation."
7. Withholding Taxes. Notwithstanding any other provision of this
Agreement, the lapse of the Restriction on the Shares pursuant to Sections 3 or
4 shall be conditioned on Xxxxx or the Representative having made appropriate
arrangements with the Corporation to provide for the withholding of any taxes
required to be withheld by Federal, state or local law with respect to such
lapse, if any.
8. Registration Rights. Xxxxx shall be granted for a three-year period
commencing on the date hereof "piggyback" registration rights to request the
Corporation to register the Shares as part of a registration statement filed by
the Corporation. If the Corporation shall not have filed a registration
statement of the end of such three-year period, Xxxxx shall have the right from
and after that date to demand that the Corporation prepare and file a
registration statement to register the Shares.
1. General Provisions.
(a) To the extent not preempted by Federal law, this Agreement shall be
construed in accordance with and governed by the laws of the State of
California.
(b) Notices required or permitted to be made under this Agreement shall be
sufficiently made if personally delivered to Xxxxx or his Representative or
sent by regular mail addressed (a) to Xxxxx or his Representative at
Xxxxx'x address as set forth in the books and records of the Corporation,
or (b) to the Corporation at the principal office of the Corporation
clearly marked "Attention: Corporate Secretary."
(c) The Letter Agreement and this Agreement set forth the entire agreement
of the parties concerning the subject matter hereto, and no other
representations or warranties, express or implied, other than those
contained herein, and no amendments or modifications hereto, shall be
binding unless made in writing and signed by the parties hereto.
(d) The waiver by either party of a breach of any term or provision of
this Agreement shall not operate or be construed as a waiver of a
subsequent breach of the same provision or of the breach of any other term
or provision of this Agreement.
(e) The headings in this Agreement are solely for convenience of reference
and shall be given no effect in the construction or interpretation of this
Agreement.
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(f) In the event that any provision of this Agreement shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect
the remaining parts of this Agreement, and this Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included.
(g) Nothing in the Letter Agreement or this Agreement confers on Xxxxx any
right to be employed by the Corporation or to be entitled to any
remuneration or benefits not set forth in the Letter Agreement or this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, as of the
date first above written.
UNILAB CORPORATION
By: ______________________________
Name:
Title:
XXXXX
__________________________________
Name: Xxxxxx X. Xxxxx
Address: 000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
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