QUANEX BUILDING PRODUCTS CORPORATION EXECUTIVE [STOCK-][CASH-]SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT << Full Name>> Grantee
Exhibit 10.11
EXECUTIVE [STOCK-][CASH-]SETTLED
RESTRICTED STOCK UNIT AWARD AGREEMENT
RESTRICTED STOCK UNIT AWARD AGREEMENT
<< Full Name>>
Grantee
Grantee
Date of Award:
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Number of Restricted Stock Units:
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Expiration Date:
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General Vesting Schedule/Restricted Period: |
[3 years, with vesting in installments of 33 1/3% on the anniversary date of the Date of Grant in each of the years , and .] | |
| [100% exercisable on [first][second][third] anniversary of the Date of Xxxxx. 0% exercisable prior to the [first][second][third] anniversary of the Date of Xxxxx.] |
AWARD OF RESTRICTED STOCK UNITS
The Compensation Committee of the Board of Directors of Quanex Building Products Corporation, a
Delaware corporation (the “Company”), pursuant to the Quanex Building Products Corporation 2008
Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of
the Date of Award set forth above (the “Date of Award”), that number of restricted stock units set
forth above (the “RSUs”), on the following terms and conditions:
During the Restricted Period, the RSUs will be evidenced by entries in a bookkeeping ledger account
which reflect the number of RSUs credited under the Plan for your benefit. For purposes of this
Agreement, the term “Restricted Period” means the period designated by the Committee during which
the RSUs are subject to forfeiture and restrictions on transfer (the “Forfeiture Restrictions”).
The Restricted Period and all Forfeiture Restrictions on the RSUs covered hereby shall lapse as to
those RSUs when the RSUs become vested and you meet all other terms and conditions of this
Agreement.
Upon the earlier of (1) the date the RSUs granted under this Award become vested under the General
Vesting Schedule (without regard to any acceleration provisions contained herein), (2) the date on
which you separate from service (within the meaning of section 409A of the Internal Revenue Code of
1986, as amended (“Section 409A”)) for any reason or (3) the date on which occurs a Change in
Control of the Company, the Company shall issue to you [cash in an amount equal to the fair market
value of] one share of the Company’s common stock, $0.01 par value per share (the “Common Stock”),
less applicable withholding, in exchange for each RSU that is awarded to you hereby and thereafter
you shall have no further rights with respect to such RSU. [The Company shall cause to be
delivered to you (or your legal representative or heir) a stock certificate representing those
shares of the Common Stock issued in exchange for RSUs awarded hereby, and such shares of the
Common Stock shall be transferable by you (except to the extent that any proposed transfer would,
in the
opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or
state securities law).]
Executive
Xxxxx Xxxxxx—Graded Vesting
Stock Settled—Cash Settled
Xxxxx Xxxxxx—Graded Vesting
Stock Settled—Cash Settled
If you separate from service with the Company and all Affiliates (collectively, the “Company
Group”) terminates before the third anniversary of the Date of Award (the “Third Anniversary
Date”), the Forfeiture Restrictions then applicable to the RSUs shall not lapse and the number of
RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date of
your separation from service. Notwithstanding the preceding sentence, if you die, incur a
Disability or Retire before the Third Anniversary Date, each while in the active employ of one or
more members of the Company Group, all remaining Forfeiture Restrictions shall lapse on a prorated
basis determined by dividing the number of days during the period commencing on the last
anniversary vesting date or Date of Grant, as applicable, and ending on the date of your death,
Disability or Retirement by 1095 and the number of RSUs remaining subject to the Forfeiture
Restrictions shall be forfeited to the Company on the date of your separation from service.
Further, if a Change in Control of the Company occurs before the Third Anniversary Date, while in
the active employ of one or more members of the Company Group, all remaining Forfeiture
Restrictions shall immediately lapse on the date of the Change in Control of the Company. For
purposes of this Section, the term “Retire” means the voluntary termination of your employment
relationship with the Company Group on or after the date on which (a) you are age 65 or (b) you are
age 55 and have five years of service with the Company Group.
Delayed Payment In Certain Circumstances. Notwithstanding any other
provision of this Agreement, if you are a specified employee (within the meaning of
Section 409A) and the Company determines that a payment hereunder is not Permitted
under Section 409A, no payments shall be made to you pursuant to this Award due to a
separation from service for any reason before the date that is six months and a day
after the date on which you incur such separation from service.
If during the Restricted Period you hold any RSUs awarded hereby the Company pays a dividend in
cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), then the
Company will pay to you in cash, an amount equal to the product of (a) the RSUs awarded hereby that
have not been exchanged by the Company for cash and (b) the amount of the Cash Dividend paid per
share of the Common Stock (the “Dividend Equivalent”). The Company shall pay to you currently (and
in no case later than the end of the calendar year in which the dividends are paid to the holders
of the Common Stock, or if later, the 15th day of the third month following the date the
dividends are paid to the holders of the Common Stock) an amount equal to such Dividend
Equivalents.
If during the Restricted Period you hold any RSUs awarded hereby the Company pays a dividend in
shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the
Company will increase the RSUs awarded hereby that have not then been exchanged by the Company for
shares of the Common Stock by an amount equal to the product of (a) the RSUs awarded hereby that
have not been exchanged by the Company for cash and (b) the number of shares of the Common Stock
paid by the Company per share of the Common Stock (collectively, the “Stock Dividend RSUs”). Each
Stock Dividend RSU will be subject to the same restrictions, limitations and conditions applicable
to the RSU for which such Stock Dividend RSU was awarded and will be [paid in cash][exchanged
for shares of the Common Stock] at the same time and on the same basis as such RSU.
To the extent that the receipt of the RSUs or the Agreement, the vesting of the RSUs or a
distribution under the Agreement results in income to you for federal, state or local income,
employment or other tax purposes with respect to which the Company Group has a withholding
obligation, you shall deliver to the Company at the time of such receipt, vesting or exercise, as
the case may be, such amount of money as the Company Group may require to meet its obligation under
applicable tax laws or regulations, and, if you fail to do so, the Company Group is authorized to
withhold from any payment due under the Agreement or from any cash or stock
remuneration then or thereafter payable to you any tax required to be withheld by reason of such
taxable income, sufficient to satisfy the withholding obligation based on the last per share sales
price of the common stock of the Company for the trading day immediately preceding the date that
the withholding obligation arises, as reported in the New York Stock Exchange Composite
Transactions.
Executive
Xxxxx Xxxxxx—Graded Vesting
Stock Settled—Cash Settled
Xxxxx Xxxxxx—Graded Vesting
Stock Settled—Cash Settled
2
Notwithstanding anything in this Agreement to the contrary and except as specified below, the RSUs
awarded to you under this Agreement shall not be transferable or assignable by you other than by
will or the laws of descent and distribution. You may transfer the RSUs to (a) a member or
members of your immediate family, (b) to a revocable living trust established exclusively for you
or you and your spouse, (c) a trust under which your immediate family members are the only
beneficiaries or (d) a partnership of which your immediate family members are the only partners.
For this purpose, “immediate family” means your spouse, children, stepchildren, grandchildren,
parents, grandparents, siblings (including half brothers and sisters), and individuals who are
family members by adoption.
The terms applicable to the assigned RSUs shall be the same as those in effect for the RSUs
immediately prior to such assignment and shall be set forth in such documents to be executed by
the assignee as the Company may deem appropriate. You may also designate one or more persons as
the beneficiary or beneficiaries of your outstanding RSUs under the Plan, and those RSUs shall, in
accordance with such designation, automatically be transferred to such beneficiary or
beneficiaries upon your death while holding those RSUs. Such beneficiary or beneficiaries shall
take the transferred RSUs subject to all the terms and conditions of the Agreement. Except for the
limited transferability provided by the foregoing, outstanding RSUs under the Plan shall not be
assignable or transferable.
None of the Company, its employees or directors makes any representations or guarantees concerning
the tax consequences associated with the inclusion of this provision in the Agreement or your
transfer of the RSUs. It is your sole responsibility to seek advice from your own tax advisors
concerning those tax consequences. You are entitled to rely upon only the tax advice of your own
tax advisors.
[Further, any shares of Common Stock awarded hereunder may not be sold or otherwise disposed of
in any manner that would constitute a violation of any applicable federal or state securities laws.
You agree that (a) the Company may refuse to cause the transfer of such Shares to be registered on
the stock register of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable federal or state securities
law and (b) the Company may give related instructions to the transfer agent, if any, to stop
registration of the transfer of such shares.]
Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the
Plan.
In accepting the award of RSUs set forth in this Agreement you accept and agree to be bound by all
the terms and conditions of the Plan.
| QUANEX BUILDING | ||||
| PRODUCTS CORPORATION | ||||
| Xxxxxxx Xxxx – Chief Executive Officer |
Executive
Xxxxx Xxxxxx—Graded Vesting
Stock Settled—Cash Settled
Xxxxx Xxxxxx—Graded Vesting
Stock Settled—Cash Settled
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