EXHIBIT 10.24
FORM OF AGREEMENT
PGT, INC.
2006 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT, (the "Agreement"), dated as
of ___________, 20__ (the "Grant Date"), is made by and between PGT, Inc., a
Delaware corporation (the "Company"), and [___________] (the "Grantee").
WHEREAS, the Company has adopted the PGT, Inc. 2006 Equity Incentive
Plan (the "Plan"), pursuant to which the Company may grant shares of Stock which
are restricted as to transfer (shares so restricted hereinafter referred to as
"Restricted Stock");
WHEREAS, the Company desires to grant to the Grantee the number of
shares of Restricted Stock provided for herein;
NOW, THEREFORE, in consideration of the recitals and the mutual
agreements herein contained, the parties hereto agree as follows:
Section 1. GRANT OF RESTRICTED STOCK AWARD
(a) Grant of Restricted Stock. The Company hereby grants to the Grantee
[______] shares of Restricted Stock on the terms and conditions set forth in
this Agreement and as otherwise provided in the Plan.
(b) Incorporation of Plan. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Plan. The Board shall have final authority
to interpret and construe the Plan and this Agreement and to make any and all
determinations thereunder, and its decision shall be binding and conclusive upon
the Grantee and his/her legal representative in respect of any questions arising
under the Plan or this Agreement.
Section 2. TERMS AND CONDITIONS OF AWARD
The grant of Restricted Stock provided in Section 1(a) shall be subject to
the following terms, conditions and restrictions:
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(a) Ownership of Shares. Subject to the restrictions set forth in the Plan
and this Agreement, the Grantee shall possess all incidents of ownership of the
Restricted Stock granted hereunder, including the right to receive dividends
with respect to such Stock and the right to vote such Stock.
(b) Restrictions. Restricted Stock and any interest therein, may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, prior to the lapse of
restrictions set forth in this Agreement applicable thereto, as set forth in
Section 2(d). The Board may in its discretion, cancel all or any portion of any
outstanding restrictions prior to the expiration of the periods provided under
Section 2(d).
(c) Certificate; Restrictive Legend. The Grantee agrees that any
certificate issued for Restricted Stock prior to the lapse of any outstanding
restrictions relating thereto shall be inscribed with the following legend:
This certificate and the shares of stock represented hereby are subject to
the terms and conditions, including forfeiture provisions and restrictions
against transfer (the "Restrictions"), contained in the PGT Inc. 2006
Equity Incentive Plan and an agreement entered into between the registered
owner and PGT, Inc. Any attempt to dispose of these shares in
contravention of the Restrictions, including by way of sale, assignment,
transfer, pledge, hypothecation or otherwise, shall be null and void and
without effect.
(d) Lapse of Restrictions. Except as may otherwise be provided herein, the
restrictions on transfer set forth in Section 2(b) shall lapse with respect to
[______ PERCENT (__%)] of the shares of Restricted Stock granted hereunder on
each of the [__________] anniversaries of the Grant Date, so long as the Grantee
is employed by or providing services to the Company or an Affiliate as of the
relevant date. [Performance Goals.]
Upon each lapse of restrictions relating to Restricted Stock, the Company
shall issue to the Grantee or the Grantee's personal representative a stock
certificate representing a number of shares of Stock, free of the restrictive
legend described in Section 2(c), equal to the number of shares subject to this
Restricted Stock award with respect to which such restrictions have lapsed. If
certificates representing such Restricted Stock shall have theretofore been
delivered to the Grantee, such certificates shall be returned to the Company,
complete with any necessary signatures or instruments of transfer prior to the
issuance by the Company of such unlegended shares of Stock.
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(e) Termination of Employment. In the event that the Grantee's employment
with or service to the Company and its subsidiaries is terminated prior to the
lapsing of restrictions with respect to any portion of the Restricted Stock
granted hereunder, such portion of the Restricted Stock held by the Grantee
shall become free of such restrictions or be forfeited as follows:(1)
Restricted Stock forfeited pursuant to this Section 2(e) shall be
transferred to, and reacquired by, the Company without payment of any
consideration by the Company, and neither the Grantee nor any of the Grantee's
successors, heirs, assigns, personal representatives or Permitted Transferees
shall thereafter have any further rights or interests in such shares or
certificates. If certificates containing restrictive legends shall have
theretofore been delivered to the Grantee (or his/her legatees, personal
representative or Permitted Transferee), such certificates shall be returned to
the Company, complete with any necessary signatures or instruments of transfer.
(f) Income Taxes. The Grantee shall pay to the Company promptly upon
request, and in any event at the time the Grantee recognizes taxable income in
respect of the Restricted Stock (or, if the Grantee makes an election under
Section 83(b) of the Code, in connection with such grant), an amount equal to
the taxes the Company determines it is required to withhold under applicable tax
laws with respect to the Restricted Stock. Such payment shall be made in the
form of cash, shares of Stock already owned by the Grantee, shares of Stock
otherwise issuable upon the lapse of restrictions, or in a combination of such
methods. The Grantee shall promptly notify the Company of any election made
pursuant to Section 83(b) of the Code.
Section 3. MISCELLANEOUS
(a) Notices. Any and all notices, designations, consents, offers,
acceptances and any other communications provided for herein shall be given in
writing and shall be delivered either personally or by registered or certified
mail, postage prepaid, which shall be addressed, in the case of the Company to
the [CORPORATE COUNSEL OF THE COMPANY] at the principal office of the Company
and, in the case of the Grantee, to Grantee's address appearing on the books of
the Company or to the Grantee's residence or to such other address as may be
designated in writing by the Grantee.
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(1) Typically, all restricted shares are forfeited as of the date of termination
(previously vested shares are already held by the Grantee). Consider whether any
shares should become vested following termination for certain reasons (e.g.,
retirement, death or disability? terminations without cause?).
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(b) No Right to Continued Employment. Nothing in the Plan or in this
Agreement shall confer upon the Grantee any right to continue in the employ or
service of the Company or any subsidiary or shall interfere with or restrict in
any way the right of the Company and its subsidiaries, which is hereby expressly
reserved, to remove, terminate or discharge the Grantee at any time for any
reason whatsoever, with or without Cause.
(c) Bound by Plan. By signing this Agreement, the Grantee acknowledges
that he/she has received a copy of the Plan and has had an opportunity to review
the Plan and agrees to be bound by all the terms and provisions of the Plan.
(d) Successors. The terms of this Agreement shall be binding upon and
inure to the benefit of the Company, its successors and assigns, and of the
Grantee and the beneficiaries, executors, administrators, heirs and successors
of the Grantee.
(e) Invalid Provision. The invalidity or unenforceability of any
particular provision thereof shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.
(f) Modifications. No change, modification or waiver of any provision of
this Agreement shall be valid unless the same be in writing and signed by the
parties hereto.
(g) Entire Agreement. This Agreement and the Plan contain the entire
agreement and understanding of the parties hereto with respect to the subject
matter contained herein and therein and supersede all prior communications,
representations and negotiations in respect thereto.
(h) Governing Law. This Agreement and the rights of the Grantee hereunder
shall be construed and determined in accordance with the laws of the State of
Delaware.
(i) Headings. The headings of the Sections hereof are provided for
convenience only and are not to serve as a basis for interpretation or
construction, and shall not constitute a part, of this Agreement.
(j) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered
by the parties hereto as of the ____ day of ____________, 20__.
PGT, INC.
By: __________________________
Its: ________________________
[GRANTEE]
Signature: ___________________
Printed Name: ________________
Address: _____________________
______________________________
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