Exhibit 10.36
FORM OF
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of
November 30, 2005 between Commercial Vehicle Group, Inc., a Delaware corporation
(the "Company"), and <> ("Grantee").
WHEREAS, the Grantee is<>of the Company; and
WHEREAS, the grant of the shares of restricted stock (as governed by
the Company's Amended and Restated Equity Incentive Plan (the "Plan")) to the
Grantee described herein has been approved by the Company's Compensation
Committee (the "Committee").
NOW, THEREFORE, pursuant to the Plan, the Company, upon the terms and
conditions set forth herein, hereby grants to you <>
restricted shares of Common Stock, par value $.01, ("Common Stock") of the
Company (the "Restricted Shares") effective as of the date hereof (the "Date of
Grant"), and subject to the terms and conditions of the Plan and the terms and
conditions of this Agreement.
1. Definitions. All capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Plan.
2. Issuance of Shares. In consideration of the Grantee's service
as <> of the Company, the Restricted Shares shall be issued to the
Grantee, and, upon payment to the Company by the Grantee of the aggregate par
value thereof, which payment shall be made within 10 days of the date hereof,
shall be fully paid and nonassessable and shall be represented by a certificate
or certificates issued in the name of the Grantee and endorsed with an
appropriate legend referring to the restrictions hereinafter set forth.
3. Restrictions on Transfer of Shares. The Restricted Shares may
not be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise
encumbered or disposed of (each, a "Transfer") by the Grantee, except to the
Company, unless and until they have become nonforfeitable as provided in Section
4 hereof. Any purported encumbrance or disposition in violation of the
provisions of this Section 2 shall be void AB INITIO, and the other party to any
such purported transaction shall not obtain any rights to or interest in the
Restricted Shares. As and when permitted by the Plan, the Committee may in its
sole discretion waive the restrictions on transferability with respect to all or
a portion of the Restricted Shares. Notwithstanding the foregoing, Grantee may
not Transfer Restricted Shares which have become nonforfeitable as provided in
Section 4 hereof unless such Restricted Shares are registered pursuant to the
Securities Act of 1933 (the "Securities Act"), are sold under Rule 144
promulgated under the Securities Act or unless the Company, after consultation
with counsel, and its counsel agree with Grantee that such Transfer is not
required to be registered under the Securities Act.
4. Vesting of Shares.
(a) Subject to paragraph Section 5 hereof, the Restricted
Shares shall vest and become nonforfeitable if the Grantee remains
<> of the Company through the vesting dates set forth below with
respect to the percentage of Restricted Shares (rounded to the nearest whole
share) set forth next to such date:
Percentage of Restricted Shares
Vesting Date Vesting on such Vesting Date
------------------------------------- ---------------------------------
October 20, 2006 33-1/3%
October 20, 2007 33-1/3%
October 20, 2008 33-1/3%
(b) Notwithstanding the provisions of Section 4(a) above, in
connection with a Change in Control, the provisions set forth in Section 13 of
the Plan shall govern with respect to the acceleration of the vesting of the
Restricted Shares.
(c) Notwithstanding the provisions of Section 4(a) above, the
Committee may, in its sole discretion, vest or accelerate the vesting of shares
of the Restricted Shares at any time.
5. Forfeiture of Shares. If the Grantee ceases to
be<>of the Company due to death, Disability or Retirement during
any period of restriction, any non-vested Restricted Shares shall immediately
vest and all restrictions on the Restricted Shares shall lapse and
certificate(s) representing such Restricted Shares shall be delivered by the
Company reasonably promptly upon a request by the Grantee. If the Grantee ceases
to be<>of the Company for any other reason, any non-vested
Restricted Shares shall be forfeited by the Grantee and the certificate(s)
representing the non-vested portion of the Restricted Shares so forfeited shall
be canceled.
6. Dividend, Voting and Other Rights. Except as otherwise
provided in this Agreement, from and after the Date of Grant, the Grantee shall
have all of the rights of a stockholder with respect to the Restricted Shares,
including the right to vote the Restricted Shares and receive any dividends that
may be paid thereto, provided, however, that any additional Common Stock or
other securities that the Grantee may become entitled to receive pursuant to a
stock dividend, stock split, recapitalization, combination of shares, merger,
consolidation, separation or reorganization or any other change in the capital
structure of the Company shall be subject to the same risk of forfeiture,
certificate delivery provisions and restrictions on transfer as the forfeitable
Restricted Shares in respect of which they are issued or transferred and shall
become Restricted Shares for the purposes of this Agreement, and provided
further that, and dividend paid with respect to unvested Restricted Shares for
which an election under Section 83(b) of the Code has not been made (i)
constitutes compensation income subject to all applicable tax withholding and
(ii) shall be paid on or about the date the such dividend is paid to holders of
the Company's Common Stock generally, but in any event not later than the later
of (A) the calendar year in which such dividend is declared and (B) the
fifteenth (15th) day of the third month following the date such dividend is
declared.
7. Retention of Stock Certificate(s) by the Company. The
certificate(s) representing the Restricted Shares shall be held in custody by
the Company, together with a stock power in the form of Exhibit A hereto which
shall be endorsed in blank by the Grantee and delivered to the Company within 10
days of the date hereof, until such shares have become nonforfeitable in
accordance with Section 4.
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8. Compliance with Law. The Company shall make reasonable efforts
to comply with all applicable federal and state securities laws, provided,
however, notwithstanding any other provision of this Agreement, the Company
shall not be obligated to issue or release from restrictions on transfer any
Restricted Shares pursuant to this Agreement if such issuance or release would
result in a violation of any such law.
9. Withholding Taxes. If the Company shall be required to
withhold any federal, state, local or foreign tax in connection with any
issuance or vesting of Restricted Shares or other securities pursuant to this
Agreement, and the amounts available to the Company for such withholding are
insufficient, the Grantee shall pay the tax or make provisions that are
satisfactory to the Company for the payment thereof. The Grantee may elect to
satisfy all or any part of any such withholding obligation by surrendering to
the Company a portion of the Restricted Shares that become nonforfeitable
hereunder, and the Restricted Shares so surrendered by the Grantee shall be
credited against any such withholding obligation at the market value (determined
with reference to the then current price of the Company's Common Stock as quoted
on The Nasdaq National Market) per share of such Restricted Shares on the date
of such surrender.
10. Conformity with Plan. The Agreement and the Restricted Shares
granted pursuant hereto are intended to conform in all respects with, and are
subject to all applicable provisions of, the Plan (which is incorporated herein
by reference). Inconsistencies between this letter agreement and the Plan shall
be resolved in accordance with the terms of the Plan. By executing this
Agreement, you acknowledge and agree to be bound by all of the terms of this
Agreement and the Plan.
11. Amendments. The provisions of this Agreement may be amended
and waived only with the prior written consent of the Company and the Grantee.
12. Severability. In the event that one or more of the provisions
of this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.
13. Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the successors, administrators,
heirs, legal representatives and assigns of the Grantee and the successors and
assigns of the Company.
14. Notices. Any notice to the Company provided for herein shall
be in writing to the attention of the Secretary of the Company at Commercial
Vehicle Group, Inc., 0000 Xxxx Xxxxxx Xxxx, Xxx Xxxxxx, Xxxx 00000, and any
notice to the Grantee shall be addressed to the Grantee at his address currently
on file with the Company. Except as otherwise provided herein, any written
notice shall be deemed to be duly given if and when hand delivered, or five
business days after having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid, or three business days after
having been sent by a nationally recognized overnight courier service, addressed
as aforesaid. Any party may change the address to which notices are to be given
hereunder by written notice to the other party as herein specified, except that
notices of changes of address shall be effective only upon receipt.
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15. Governing Law. The laws of the State of Delaware, without
giving effect to the principles of conflict of laws thereof, shall govern the
interpretation, performance and enforcement of this Agreement.
* * * * *
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the ___ day of November, 2005.
COMMERCIAL VEHICLE GROUP, INC.
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
ACKNOWLEDGED AND AGREED:
----------------------------
(Signature of Grantee)
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EXHIBIT A
FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ___________________ hereby sells, assigns and
transfers unto _______________________, ____ shares of the Common Stock, par
value $0.01 per share, of Commercial Vehicle Group, Inc., a Delaware corporation
(the "Company") standing in its name on the books of said Company represented by
Certificate Number ____, and does hereby irrevocably constitute and appoint
________________ as attorney to transfer the said stock on the books of the
Company with full power of substitution in the premises.
Date: ________________________ _______________________________________
Holder
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