RESTRICTED STOCK AGREEMENT
Exhibit 10.2
THIS
AGREEMENT, made as of the ___ day of May, 2007 by and between Xxxxxxx Denver, Inc.
(hereinafter called the “Company”), and
(hereinafter called the
“Director”);
WITNESSETH THAT:
WHEREAS, the Management Development and Compensation Committee of the Board of Directors of
the Company (the “Committee”) desires to benefit the Company by increasing motivation on the part
of the Director, who is materially important to the Company, by creating an incentive to remain as
an Director of the Company and to work to the very best of the Director’s abilities; and
WHEREAS, to further this purpose, the Company desires to make a restricted stock award to the
Director for
shares under the terms of the Company’s Amended and Restated Long-Term
Incentive Plan (“Plan”):
NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set
forth, it is covenanted and agreed as follows:
1. Terms of Award. Pursuant to action of the Committee, which action was taken on May
2, 2007 (“Date of Award”), the Company awards to the
Director
shares of the common
stock of the Company (“Common Stock”); provided, however, that the shares hereby awarded are
nontransferable (including any sale, transfer, exchange, pledge or other disposition) by the
Director during the period described below and are subject to the risk of forfeiture described
below (“Restricted Stock”). Prior to the time shares become transferable, the shares of Restricted Stock shall bear a
legend indicating their nontransferability, and, except as provided in Section 2, if the Director’s
service on the Board of Directors is terminated prior to the time a restriction lapses, the
Director shall forfeit any shares of Restricted Stock which are still subject to the restrictions
at the time of termination of such service.
On the date three (3) years after the Date of Award (May 2, 2010), all of the shares of Restricted
Stock shall become transferable by the Director if the Director continues to serve as a member of
the Board of Directors of the Company on such date, and has continuously served on the Board of
Directors since the Date of Award. All of the shares of Restricted Stock which have not previously
become transferable by the Director shall be forfeited by the Director on the date on which the
Director’s service to the Company terminates. Notwithstanding the foregoing, in the event of a
Change of Control (as defined in the Plan), all previously granted shares of Restricted Stock not
yet free of the restrictions of this Section 1 shall become immediately free of such restrictions.
2. Death, Disability or Retirement of the Director. In the event of the death or
disability (as defined in the Plan) of the Director, or retirement in accordance with any
retirement
plan of the Company then in effect, all previously granted shares of Restricted Stock not yet free
of the restrictions of Section 1 shall become immediately free of such restrictions. In the event
of death, shares of Restricted Stock that become vested in accordance with this Section shall be
distributed to the Director’s beneficiary designated by the Director on such form and in such
manner as may be prescribed by the Company or, if the Director fails to designate a beneficiary in
accordance with the foregoing, to the Director’s surviving spouse or, if there is no surviving
spouse, in equal shares to the Director’s surviving children or, if there are no surviving
children, to the Director’s estate.
3. Adjustments Upon Changes in Capitalization or Corporate Acquisitions.
Notwithstanding any other provision in the Agreement, if there is any change in the outstanding
Common Stock by reason of any stock dividend, stock split, reverse stock split, recapitalization,
merger, consolidation, statutory share exchange, sale of all or substantially all assets, split-up
combination or exchange of shares or the like, and in the event of any such change in the
outstanding Common Stock, the number and class of shares of Common Stock under this award of
Restricted Stock not yet vested shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.
4. No Right to Continued Service. Nothing in this Agreement shall be deemed to create
any limitation or restriction on such rights as the Company otherwise would have to terminate the
services of the Director. For purposes of this Agreement, being a member of the Board of
Directors of the Company or a successor to the Company shall be considered to constitute services
to the Company.
5. Administration. This award has been made pursuant to a determination made by the
Committee, and the Committee or any successor or substitute committee authorized by the Board of
Directors or the Board of Directors itself, subject to the express terms of this Agreement, shall
have plenary authority to interpret any provision of this Agreement and to make any determinations
necessary or advisable for the administration of this Agreement and may waive or amend any
provisions hereof in any manner not adversely affecting the rights granted to the Director by the
express terms hereof. The Committee shall also have authority, subject to the express provisions
of the Plan, to construe the Plan, to establish, amend and rescind rules and regulations relating
to the Plan, and to make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect. All action by the Committee under
the provisions of this paragraph shall be conclusive for all purposes.
6. Shares. The shares of Restricted Stock described herein shall be granted in the
form of shares registered in the name of the Director, but subject to the restrictions on
transferability and forfeiture described in Section 1, until said restrictions lapse. The Director
will be entitled to all dividends and distributions paid on or with respect to the shares of
Restricted Stock, and the Director will be entitled to instruct the Company how to vote the shares
of Restricted Stock while subject to the restrictions herein. If the Director forfeits any rights
the Director may have under this Agreement, the Director will, on the day following the event of
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forfeiture, no longer have any rights as a shareholder with respect to the forfeited portion of the
shares of Restricted Stock or any interest therein (or with respect to any shares not then vested),
and the Director will no longer be entitled to receive dividends and distributions with respect to
those shares or vote (or instruct the Company how to vote) those shares of Restricted Stock as of
any record date occurring thereafter.
7. Grant Subject to Plan. This award of Restricted Stock is granted under and is
expressly subject to all the terms and provisions of the Plan, and the terms of the Plan are
incorporated herein by reference. Terms not defined herein shall have the meaning ascribed thereto
in the Plan. THE DIRECTOR HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND AGREES TO BE BOUND
BY ALL THE TERMS AND PROVISIONS THEREOF.
8. Non-competition. If the Director, as individual or as a partner, employee, agent,
advisor, consultant or in any other capacity of or to any person, firm, corporation or other
entity, directly or indirectly, carries on any business, or becomes involved in any business
activity, competitive with the Company or any subsidiary, the Committee in its sole discretion, may
require the Director to forfeit immediately, without consideration from the Company, any portion of
the Restricted Stock which was not vested prior to the event in violation of this Section 8. In
such event, such portion of the Restricted Stock shall immediately become void and of no force and
effect.
9. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois without reference to its principles of conflict
of laws.
10. Amendment. This Agreement may be amended by written agreement of the Participant
and the Company, without the consent of any other person.
11. Entire Agreement. This Agreement sets forth the entire agreement, and supersedes
all other agreements and understandings, whether oral or written, by and between the parties
relating to the subject matter hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and
the Director has, by receipt of this Agreement and acceptance of the benefits hereunder, accepted
the terms hereof, all as of the date first above written.
| Xxxxxxx Denver, Inc. |
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| By: | ||||
| Xxxx X. Xxxxxxxx, Chairman, President and CEO | ||||
| Director |
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| By: | ||||
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