Exhibit 10.15
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RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement is entered into between Xxxxxx'x
Trading Company, Inc., an Indiana corporation ("Company"), and Xxxxx Xxxxxx
("Employee"), effective as of September 3, 2003.
Background
A. Company and Employee are parties to an Employment Agreement,
dated August 29, 2003 ("Employment Agreement").
B. Pursuant to Section 3(d) of the Employment Agreement, Company
has agreed to grant Employee 100,000 shares of unregistered common stock of
Company, effective as of the date Employee commences employment with Company,
subject to the terms and conditions provided in the Employment Agreement and
this Restricted Stock Agreement.
In consideration of the premises, Company and Employee agree as
follows:
Agreement
1. Company grants Employee 100,000 shares of unregistered common
stock of Company, effective as of September 3, 2003, which shares ("Restricted
Shares") shall be subject to the restrictions specified in this Restricted Stock
Agreement. Company agrees to endeavor to register the Restricted Shares within a
reasonable time after the grant date specified in the preceding sentence.
2. Until such time as the Restricted Shares become vested,
Employee shall not have any right to sell, transfer, pledge, hypothecate, or
otherwise dispose of the Restricted Shares. Employee represents and warrants to
Company that he shall not sell, transfer, pledge, hypothecate, or otherwise
dispose of the Restricted Shares in violation of applicable securities laws or
the provisions of this Restricted Stock Agreement. Except as expressly provided
in this Restricted Stock Agreement, all non-vested Restricted Shares shall be
forfeited upon Employee's termination of employment.
3. The Restricted Share shall vest as follows:
(a) Employee's right to 40% of the Restricted Shares (or
40,000 Restricted Shares) shall vest on his first day of employment
with Company, provided, however, if Employee terminates employment for
other than Good Reason (as defined in the Employment Agreement) before
the first anniversary of his employment commencement date, he shall be
obligated to resell the Restricted Shares to the Company as provided in
Section 3(j) of the Employment Agreement. Employee represents and
warrants to Company that he shall not sell, transfer, pledge,
hypothecate, or otherwise dispose of the Restricted Shares before the
first anniversary of his employment commencement date.
(b) Employee's right to an additional 20% of the
Restricted Shares (or 20,000 Restricted Shares) shall become vested on
each of the first anniversary, second anniversary, and third
anniversary of Employee's employment commencement date, provided
Employee is employed by Company on such anniversary date.
(c) If Employee's employment terminates under the
circumstances covered by Section 5(b) or (c) of the Employment
Agreement, all Restricted Shares granted to Employee shall become fully
vested (to the extent not already vested) upon Employee's termination
of employment.
(d) If Employee's employment terminates pursuant to
Section 4(c) or 4(d) of the Employment Agreement, all Restricted Shares
granted to Employee shall become fully vested (to the extent not
already vested) upon Employee's termination of employment.
(e) If a Change in Control (as defined in Section 7 of
the Employment Agreement occurs, all Restricted Shares granted to
Employee shall become fully vested (to the extent not already vested),
effective as of the date on which such Change in Control occurs.
4. Employee represents and warrants to Company that he is
acquiring the Restricted Shares for his own account for investment and not with
a view to or for resale in connection with any distribution of the Restricted
Shares and that he has no present intention of distributing or reselling the
Restricted Shares. Employee acknowledges that the certificate or certificates
representing the Restricted Shares shall bear an appropriate legend relating to
restrictions on transfer.
IN WITNESS WHEREOF, Company and Employee have executed this Agreement,
effective as of the date specified in the first paragraph hereof.
XXXXXX'X TRADING COMPANY, INC.
/s/ XXXXX XXXXXX By:
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Xxxxx Xxxxxx
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(Date) Office
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(Date)
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