Exhibit 15
RESTRICTED STOCK AGREEMENT
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This RESTRICTED STOCK AGREEMENT (this "Agreement"), dated as of
the 17th day of February, 2000, (the "Date of Grant") is entered into by and
between Prism Financial Corporation (the "Company"), and Xxxxxxx X. Xxxxxx, a
director of the Company (the "Grantee").
RECITALS
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WHEREAS, the Company's Board of Directors has determined to make
a grant of restricted stock ("Restricted Stock") to the Grantee pursuant to the
Company's 1999 Omnibus Stock Incentive Plan (the "Plan").
THEREFORE, the parties agree as follows:
In consideration of the Recitals and the following mutual
covenants, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree that the Grantee is hereby
granted shares of Restricted Stock (the "Stock Grant") on the date hereof
subject to the terms and conditions set forth herein.
Any capitalized terms not defined herein shall have their
respective meanings set forth in the Plan.
1. Grant of Restricted Stock.
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The Grantee is entitled to 3,147 shares of the Company's common
stock, par value $.01 per share (the "Stock"), pursuant to the terms and
conditions of this Agreement (the "Restricted Stock").
2. Restrictions and Restricted Period.
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a. Restrictions. Shares of Restricted Stock granted hereunder
may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of and shall be subject to a risk of forfeiture as described in
Paragraph 4 below until the lapse of the Restricted Period (as defined below).
1. Restricted Period. Unless the Restricted Period is
previously terminated pursuant to Paragraph 4 of this Agreement, the
restrictions set forth above shall lapse and the Restricted Stock shall become
fully and freely transferable (provided, that such transfer is otherwise in
accordance with federal and state securities laws) and non-forfeitable as to one
hundred percent (100%) of the shares of Restricted Stock as of the date Grantee
ceases to serve as a member of the Board (the "Restricted Period").
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3. Rights of a Stockholder. From and after the Date of Grant
and for so long as the Restricted Stock is held by or for the benefit of the
Grantee, the Grantee shall have all the rights of a stockholder of the Company
with respect to the Restricted Stock, including but not limited to the right to
receive dividends and the right to vote such shares.
4. Dividends. Dividends paid on Restricted Stock shall be
paid at the dividend payment date, or be deferred for payment to such date as
determined by the Board, in cash or shares of unrestricted Stock having a fair
market value equal to the amount of such dividends as determined by the Board of
Directors. Stock distributed in connection with a Stock split or Stock dividend,
and other property distributed as a dividend, shall be subject to restrictions
and a risk of forfeiture to the same extent as the Restricted Stock with respect
to which such Stock or other property has been distributed.
5. Adjustment for Stock Split. All references to the number
of Shares and the purchase price of the Shares in this Agreement shall be
appropriately adjusted to reflect any stock dividend, stock split, merger,
reorganization, consolidation, recapitalization, or other similar change
affecting the Common Stock which may be made by the Company after the date of
this Agreement.
6. Certificates. Restricted Stock granted herein may be
evidence in such manner as the Board shall determine. If certificates
representing Restricted Stock are registered in the name of the Grantee, then
such certificates shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock, and the
Company shall retain physical possession of the certificate.
7. Legends. The share certificate or certificates evidencing
the Shares issued hereunder shall be endorsed with the following legend (in
addition to any other legend or legends required under applicable Federal and
state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE
COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.
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8. Notices. All notices and other communications under this
Agreement shall be in writing and shall be given by facsimile or first class
mail, certified or registered with return receipt requested, and shall be deemed
to have been duly given three days after mailing or 24 hours after transmission
by facsimile to the respective parties named below:
If to Company: Prism Financial Corporation
Prism Center
000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attn: Corporate Secretary
Facsimile: 000-000-0000
with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attn: Xxxx X. Xxxxxxxxx
Facsimile: 000-000-0000
If to the Grantee: Xxxxxxx X. Xxxxxx
0000 Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Either party hereto may change such party's address for notices by notice duly
given pursuant hereto.
9. Failure to Enforce Not a Waiver. The failure of the
Company or the Grantee to enforce at any time any provision of this Agreement
shall in no way be construed to be a waiver of such provision or of any other
provision hereof.
10. Survival of Terms. This Agreement shall apply to and
bind Grantee and the Company and their respective permitted assignees and
transferees, heirs, legatees, executors, administrators and legal successors.
11. Governing Law. This Agreement shall be governed by the
internal substantive laws, but not the choice of law rules, of the State of
Delaware.
12. Amendments. This Agreement may be amended or modified at
any time by an instrument in writing signed by the parties.
13. Agreement Not a Service Contract. Neither the Stock
Grant, this Agreement nor any other action taken pursuant to this Agreement
shall constitute or be evidence of any
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agreement or understanding, express or implied, that the Grantee has a right to
continue to provide services as a director of the Company or any Parent
Subsidiary or affiliate of the Company for any period of time or at any specific
rate of compensation (if any).
14. Section 83(b) Election. The Grantee hereby acknowledges
that he has been informed that, with respect to the Stock Grant of Restricted
Shares, an election may be filed by the Grantee with the Internal Revenue
Service, within 30 days of the Date of Grant, electing pursuant to Section 83(b)
of the Code to be taxed currently on the Fair Market Value of the Restricted
Stock on the Date of Grant.
THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE'S BEHALF.
15. Representations. Grantee has reviewed with his own tax
advisors the Federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. Grantee is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. Grantee understands that he (and not the
Company) shall be responsible for any tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement.
16. Incorporation of Plan. The Plan is hereby incorporated
by reference and made a part hereof.
17. Termination of this Agreement. Upon termination of this
Agreement, all rights of the Grantee hereunder shall cease.
18. Authority of the Board. The Board shall have full
authority to interpret and construe the terms of this Agreement. The
determination of the Board as to any such matter of interpretation or
construction shall be final, binding and conclusive.
19. Dispute Resolution. The parties hereto will use their
reasonable best efforts to resolve any dispute hereunder through good faith
negotiations. A party hereto must submit a written notice to any other party to
whom such dispute pertains, and any such dispute that cannot be resolved within
30 calendar days of receipt of such notice (or such other period to which the
parties may agree) will be submitted to an arbitrator selected by mutual
agreement of the parties. In the event that, within 50 days of the written
notice referred to in the preceding sentence, a single arbitrator has not been
selected by mutual agreement of the parties, a panel of arbitrators (with each
party to the dispute being entitled to select one arbitrator and, if necessary
to prevent the possibility of deadlock, one additional arbitrator being selected
by such arbitrators selected by the parties to the dispute) shall be selected by
the parties. Except as otherwise provided herein or as the parties to the
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dispute may otherwise agree, such arbitration will be conducted in accordance
with the then existing rules of the American Arbitration Association. The
decision of the arbitrator or arbitrators, or of a majority thereof, as the case
may be, made in writing will be final and binding upon the parties hereto as to
the questions submitted, and the parties will abide by and comply with such
decision; provided, however, the arbitrator or arbitrators, as the case may be,
shall not be empowered to award punitive damages. Unless the decision of the
arbitrator or arbitrators, as the case may be, provides for a different
allocation of costs and expenses determined by the arbitrators to be equitable
under the circumstances, the prevailing party or parties in any arbitration will
be entitled to recover all reasonable fees (including but not limited to
attorneys' fees) and expenses incurred by it or them in connection with such
arbitration from the nonprevailing party or parties.
Grantee represents that he has read this Agreement and is
familiar with its terms and provisions. Grantee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Agreement.
IN WITNESS WHEREOF, this Agreement is deemed made as of the date
first set forth above.
GRANTEE: PRISM FINANCIAL CORPORATION:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Filler
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Signature By
Xxxxxxx X. Xxxxxx President & CEO
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Print Name Title
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Social Security Number
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Residence Address
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