EXHIBIT 10.14
RESTRICTED STOCK AGREEMENT
This Agreement, dated as of March 26, 2003 by and between YORK
INTERNATIONAL CORPORATION, a Delaware corporation (the "Company") and <>
("Grantee").
WITNESSETH:
WHEREAS, Grantee is an employee of the Company as of the date of this
Agreement; and
WHEREAS, the Company desires to award Grantee restricted shares of the
Company's Common Stock, par value $.005 per share (the "Common Stock"), pursuant
to the Company's Amended and Restated 2002 Omnibus Stock Plan, and the Grantee
desires to accept such grant.
NOW THEREFORE, in consideration of these premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
agree as follows:
EMPLOYEE STOCK PROVISIONS
1. GRANT OF RESTRICTED STOCK AWARD
Company hereby grants to the Grantee <> (<>)
restricted shares of Common StoCk (the "Grantee stock"), subject to the
restrictions set forth in this Agreement, and subject to receipt of the
Grantee's check for <> as consideration for the issuance of the Grantee
Stock. This Agreement shall become effective only upon receipt of the check by
the Company. The Company will issue the Grantee Stock in the name of the Grantee
upon effectiveness of this Agreement and receipt by the Company of a stock power
for the Grantee Stock duly executed in blank. The Company will hold the Grantee
Stock until such time as restrictions on the respective shares of Grantee Stock
have lapsed pursuant to the terms of this Agreement.
The Grantee shall have all the rights of a stockholder of the Company
with respect to the Grantee Stock, including the right to vote and to receive
dividends, subject to the terms and conditions of this Agreement.
Shares of Grantee Stock as to which restrictions have not lapsed in
accordance with the terms of this Agreement shall not be transferable by the
Grantee.
2. DEFINITIONS
The following terms shall have the definitions set forth below:
"CAUSE" means the termination of employment of an employee for (i)
providing the Company with materially false representations relied upon by the
Company in furnishing information to stockholders, a stock exchange or the
Securities and Exchange Commission, (ii) maintaining an undisclosed,
unauthorized and material conflict of interest in the discharge of duties owed
to the Company, (iii) misconduct causing a serious violation by the Company of
state or federal laws, (iv) theft of Company funds or assets, or (v) conviction
of a crime involving moral turpitude.
"CHANGE OF CONTROL." For the purpose of this Agreement, a "Change of
Control" shall mean:
(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of
the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock");
provided, however, that for purposes of this
subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company, or (iv) any acquisition by
any corporation pursuant to a transaction which
complies with clauses (A) and (B) of subsection (c)
of this Section 2; or
(b) Individuals who, as of the date hereof, constitute
the Board of Directors (the "Incumbent Board") cease
for any reason to constitute at least a majority of
the Board; provided, however, that any individual
becoming a director subsequent to the date hereof
whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result
of an actual or threatened election contest with
respect to the election or removal of directors or
other actual or threatened solicitation of proxies or
consents by or on behalf of a person or entity other
than the Board; or
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(c) Consummation of a reorganization, merger or
consolidation involving the Company or any subsidiary
of the Company or sale or other disposition of all or
substantially all of the assets of the Company (a
"Business Combination"), in each case, unless,
following such Business Combination, either (A)(i)
all or substantially all of the individuals and
entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock
immediately prior to such Business Combination
beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the
then outstanding voting securities entitled to vote
generally in the election of directors, as the case
may be, of the corporation resulting from such
Business Combination (including, without limitation,
a corporation which as a result of such transactions
owns the Company or all or substantially all of the
Company's assets either directly or through one or
more subsidiaries) in substantially the same
proportions as their ownership immediately prior to
such Business Combination of the Outstanding Company
Common Stock or (ii) at least a majority of the
members of the board of directors of the corporation
resulting from such Business Combination were members
of the Incumbent Board at the time of the execution
of the initial agreement, or at the time of the
action of the Board, providing for such Business
Combination and (B) no Person (excluding any
corporation resulting from such Business Combination
or any employee benefit plan (or related trust) of
the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, 30% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such Business Combination or the
combined voting power of the then outstanding voting
securities of such corporation except to the extent
that such ownership existed prior to the Business
Combination; or
(d) A complete liquidation or dissolution of the Company.
"DISABILITY" means the inability to perform the duties assigned by the
Company to the participant by reason of any medically determined physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve
months.
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3. VESTING OF SHARES
(a) Shares of Grantee Stock will be subject to
restrictions until the shares are either deemed
vested or forfeited in accordance with the following:
(i) in the event of death of the Grantee while
employed by the Company, or after retirement
but before all shares have vested under
subsection (vi) below, all shares shall
immediately be deemed vested and the
restrictions on such shares shall lapse;
(ii) in the event of Disability of the Grantee
while employed by the Company, all shares
shall immediately be deemed vested and the
restrictions on such shares shall lapse;
(iii) in the event the Grantee is terminated for
Just Cause, any shares which remain subject
to restrictions shall immediately be
forfeited by the Grantee;
(iv) in the event the Grantee voluntarily
terminates employment with the Company, any
shares which remain subject to restrictions
shall immediately be forfeited by the
Grantee;
(v) in the event the Grantee is terminated after
a Change of Control has occurred other than
for Just Cause, all shares shall immediately
be deemed vested and the restrictions on all
such shares shall lapse;
(vi) in the event the Grantee retires in
accordance with the Company's retirement
policy, unvested shares shall continue to
vest in accordance with the schedule in
subsection (vii) below;
(vii) while Grantee remains in the employ of the
Company, restricted shares which have not
otherwise vested shall vest and the
restrictions on such shares shall lapse on
the following anniversary dates of this
Agreement:
Vesting Date Percentage of Grantee Stock
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Third Anniversary 100%
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provided that if the Company determines, in
its sole discretion, that at any time the
Grantee has breached the obligations under
any Confidentiality Agreement with the
Company, shares that are not deemed vested
as of the time of such breach shall
immediately be forfeited by the Grantee.
4. REPURCHASE OF THE GRANTEE STOCK.
If, pursuant to Section 3, certain shares of Grantee Stock which remain
unvested are forfeited to the Company, the Company shall pay the Grantee the
cash consideration paid for such shares set forth in Section 1 of this
Agreement, without interest. If any of the shares are forfeited, the Grantee
authorizes the Company to cancel the shares and the certificates for such shares
and irrevocably appoints the Company as his attorney-in-fact for this purpose.
5. STOCK CERTIFICATES.
Certificates representing the Grantee Stock will be held by the Company
until the Grantee Stock has vested in accordance with the terms of Section 3.
Upon vesting, the Company will deliver to the Grantee a certificate representing
that portion of the shares of Grantee Stock which have vested. Certificates
delivered to the Grantee evidencing shares of Grantee Stock may bear a legend to
the effect that they may be sold, pledged or otherwise transferred only in
accordance with applicable federal and state securities laws. The Grantee agrees
to sell or transfer such shares only in accordance with applicable laws.
6. STOCK DIVIDENDS AND STOCK SPLITS.
Grantee Stock will also include shares of the Company's capital stock
issued with respect to shares of Grantee Stock by way of a stock split, stock
dividend or other recapitalization.
7. WITHHOLDING TAXES.
The Grantee agrees to pay to the Company all federal, state and local
withholding taxes and other amounts required by law to be withheld. Such payment
shall be made in cash or, if in accordance with Rule 16b-3 of the Securities and
Exchange Commission or any successor rule and permitted by the Compensation
Committee, by delivery of Company Common Stock, including shares subject to this
Agreement which are no longer restricted. The Company may withhold any taxes
required to be withheld as required by law.
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MISCELLANEOUS PROVISIONS
8. NOTICES.
Any notice provided for in this Agreement must be in writing. Such
notice will have been properly sent if it is mailed by first class mail with
adequate postage affixed thereto and addressed to the recipient as below
indicated:
To the Company:
York International Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxx, XX 00000
Attention: Corporate Secretary
To the Grantee:
<>
<>
<>, <> <>
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been delivered to the
recipient three days after it has been properly sent.
9. SEVERABILITY.
Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.
10. COMPLETE AGREEMENT.
This Agreement, those documents expressly referred to herein and
certain other documents of even date herewith embody the complete agreement and
understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
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11. COUNTERPARTS.
This Agreement may be executed on separate counterparts, each of which
is deemed to be an original, and all of which taken together constitute one and
the same agreement.
12. SUCCESSORS AND ASSIGNS.
The Grantee's rights under this Agreement may not be transferred other
than by will or the laws of descent and distribution. This Agreement is intended
to bind and inure to the benefit of and be enforceable by Grantee and the
Company and their respective heirs, executors, successors and assigns.
13. CHOICE OF LAW.
The corporate law of the State of Delaware will govern all questions
concerning the relative rights of the Company and its shareholders. All other
questions concerning the construction, validity and interpretation of this
Agreement and the exhibits hereto will be governed by the internal law, and not
the law of conflicts, of the Commonwealth of Pennsylvania.
14. REMEDIES.
Each of the parties to this Agreement will be entitled to enforce its
rights under this Agreement specifically, to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific performance and/or
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement. Any action brought in connection with this
Agreement or the breach thereof, whether in law or equity, may only be brought
within the Commonwealth of Pennsylvania.
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15. AMENDMENTS AND WAIVERS.
Any provision of this Agreement may be amended or waived only with the
prior written consent of the Company and Grantee.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
YORK INTERNATIONAL CORPORATION GRANTEE:
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx <>
Vice President, Human Resources &
Corporate Development
41940 (04/10/03)
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