EXHIBIT 99.4
Form of Restricted Stock Agreement
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
1996 EMPLOYEE STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") is made and entered into
as of the Date of Award indicated below by and between Keystone Automotive
Industries, Inc., a California corporation (the "Company"), and the person named
below ("Participant").
WHEREAS, Participant is an employee or independent contractor of the
Company or one or more of its subsidiaries; and
WHEREAS, pursuant to the Company's 1996 Employee Stock Incentive Plan
(the "Plan"), the committee of the Board of Directors of the Company
administering the Plan (the "Committee") has approved the award to Participant
of the right to purchase shares of the common stock of the Company (the "Common
Stock"), on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
35. AWARD; CERTAIN TERMS AND CONDITIONS. The Company hereby awards
to Participant, and Participant hereby accepts, as of the Date of Award, the
right to purchase the number of shares of Common Stock indicated below (the
"Restricted Shares") for the Cash Purchase Price per share indicated below. THE
AGGREGATE CASH PURCHASE PRICE MUST BE PAID TO THE COMPANY ON OR PRIOR TO 5:00
P.M. (LOCAL TIME AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE) UPON THE SIXTIETH
DAY FOLLOWING THE DATE OF AWARD. The Restricted Shares shall be subject to all
of the terms and conditions set forth in this Agreement, including the
restrictions imposed pursuant to Section 3 hereof; PROVIDED, HOWEVER, that on
each anniversary of the Date of Award, such restrictions shall terminate with
respect to that number of Restricted Shares (rounded to the nearest whole share)
equal to the total number of Restricted Shares multiplied by the Annual Vesting
Rate indicated below (the termination of such restrictions with respect to any
Restricted Share, for any reason, shall be referred to herein as the "vesting"
of such share).
Participant:
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Date of Award:
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Number of shares purchasable:
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Cash Purchase Price per share: $
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Annual Vesting Rate: %
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36. CONSIDERATION FOR SHARES; METHOD OF PAYMENT.
(a) The consideration for the issuance and sale of Restricted Shares
contemplated hereby may include, in addition to the Cash Purchase Price per
share indicated in Section 1 hereof, consideration in the form of past services
to the Company or one or more of its subsidiaries. If the Cash Purchase Price
per share is $0, then (i) the total consideration for the issuance and sale of
the Restricted Shares shall be deemed to be equal to $0.01 per share and
(ii) such consideration shall be deemed to have been received by the Company, on
or prior to the Date of Award, in the form of past services.
(b) The aggregate Cash Purchase Price must be paid to the Company in
cash or by check payable to the Company. Upon payment to the Company in full of
the aggregate Cash Purchase Price as provided herein on or prior to 5:00 p.m.
(local time at the Company's principal executive office) on the sixtieth day
following the Date of Award, Participant shall be deemed to have purchased the
Restricted Shares effective as of the Date of Award.
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37. RESTRICTIONS. Until a Restricted Share vests, it may not be
sold, assigned, conveyed, gifted, pledged, hypothecated, or otherwise
transferred in any manner.
38. ACCELERATION OF VESTING.
(a) Notwithstanding anything to the contrary contained in this
Agreement, in the event that Participant shall cease to be an employee or
independent contractor of the Company or any of its subsidiaries for any reason,
or for no reason, within one year after a Change of Control (as hereinafter
defined), all of the then unvested Restricted Shares shall vest upon the date of
such event.
(b) "Change of Control" shall mean the first to occur of the
following events:
(i) any date upon which the directors of the Company who were
nominated by the Board of Directors (the "Board") for election as directors
cease to constitute a majority of the directors of the Company;
(ii) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such capitalized
terms are defined in Rule 12b-2 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) of such person or entity,
shall have become the Beneficial Owner (as defined in Rule 13d-3
promulgated under the Exchange Act) of voting securities of the Company
representing 25% or more of the voting power of the Company (a "25%
Stockholder"); PROVIDED, HOWEVER, that the terms "person" and "entity," as
used in this clause (ii) shall not include (A) the Company or any of its
subsidiaries, (B) any employee benefit plan of the Company or any of its
subsidiaries, (C) any entity holding voting securities of the Company for
or pursuant to the terms of any such plan, (D) any person or entity if the
transaction that resulted in such person or entity becoming a 25%
Stockholder was approved in advance by the Board or (E) any person or
entity who was a 25% Stockholder on the date of adoption of the Plan by the
Board; or
(iii) a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole purpose of
which is to change the Company's domicile solely within the United States)
the consummation of which results in the outstanding securities of any
class then comprising the Restricted Shares being exchanged for or
converted into cash, property or a different kind of securities; PROVIDED,
HOWEVER, that a Change of Control shall not be deemed to occur if, as a
result of such reorganization, merger or consolidation of the Company, the
securities of any class then subject to the Option (the "Option
Securities") are exchanged for or converted into securities that represent
the same beneficial ownership of the Company and possess the same voting,
liquidation and other rights to which the Option Securities were entitled
immediately prior to such reorganization, merger or consolidation.
(c) In addition, the Committee, in its sole discretion, may
accelerate the vesting of any or all of the Restricted Shares at any time.
39. REPURCHASE OF RESTRICTED SHARES. Notwithstanding anything to the
contrary contained in this Agreement, if Participant shall cease to be an
employee or independent contractor of the Company or any of its subsidiaries for
any reason, or for no reason, then, unless the Committee shall determine
otherwise, the Company shall repurchase each then unvested Restricted Share at a
purchase price equal to the Cash Purchase Price per share.
40. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated
to withhold an amount on account of any federal, state or local tax imposed as a
result of the sale of the Restricted Shares to Participant pursuant to this
Agreement or the termination of the restrictions imposed upon the Restricted
Shares hereunder, including, without limitation, any federal, state or other
income tax, or any F.I.C.A., state disability insurance tax or other employment
tax (the date upon which the Company becomes so obligated shall be referred to
herein as the "Withholding Date"), then Participant shall pay such amount (the
"Withholding Liability") to the Company on the Withholding Date in cash or by
check payable to the Company.
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41. ESCROW.
(a) Until a Restricted Share vests, (i) the record address of the
holder of record of such Restricted Share shall be c/o the Secretary of the
Company at the address of the Company's principal executive office, (ii) the
stock certificate representing such Restricted Share (together with any cash,
property or securities comprising all or any part of such Restricted Share as
provided in Section 8 hereof) shall be held in escrow in the custody of the
Secretary of the Company, duly endorsed in blank or accompanied by a duly
executed stock power, and (iii) such stock certificate shall contain the
following legend:
"The transfer and registration of transfer of the securities
represented by this certificate are subject to certain
restrictions as provided in a Restricted Stock Agreement dated as
of [Date of Award to be inserted] by and between the Corporation
and [name of Participant to be inserted]."
(b) From and after the date upon which a Restricted Share vests, the
holder of record of such Restricted Share shall be entitled (provided that
Participant shall have paid the Withholding Liability to the Company pursuant to
Section 6 hereof) to receive the stock certificate representing such Restricted
Share (together with any cash, property or securities comprising all or any part
of such Restricted Share as provided in Section 8 hereof), which stock
certificate shall not contain the legend set forth in subsection (a)(iii) above.
42. VOTING; DIVIDENDS; CERTAIN CORPORATE TRANSACTIONS. The holder of
record of any Restricted Share shall be entitled to exercise all voting rights
with respect to such share and to receive all regular cash dividends paid with
respect thereto. In the event that the outstanding securities of any class then
comprising the Restricted Shares are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
cash, property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular cash dividend) or other distribution, stock split, reverse stock split
or the like, then, unless the Committee shall determine otherwise, the term
"Restricted Shares" shall, from and after the date of such event, include such
cash, property or securities so distributed in respect of the Restricted Shares,
or into or for which the Restricted Shares are so increased, decreased,
exchanged or converted.
43. PLAN. The Restricted Shares are being sold pursuant to the Plan,
as in effect on the Date of Award, and are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time; PROVIDED,
HOWEVER, that no such amendment shall deprive Participant, without his or her
consent, of the Restricted Shares or of any of Participant's rights under this
Agreement. The interpretation and construction by the Committee of the Plan,
this Agreement and such rules and regulations as may be adopted by the Committee
for the purpose of administering the Plan shall be final and binding upon
Participant. Until the Restricted Shares shall vest or be forfeited, the
Company shall, upon written request therefor, send a copy of the Plan, in its
then current form, to the holder of record of the Restricted Shares.
44. EMPLOYMENT OR CONTRACT RIGHTS. No provision of this Agreement
shall (i) confer upon Participant any right to continue in the employ of or
contract with the Company or any of its subsidiaries, (ii) affect the right
of the Company and each of its subsidiaries to terminate the employment or
contract of Participant, with or without cause, or (iii) confer upon
Participant any right to participate in any employee welfare or benefit plan
or other program of the Company or any of its subsidiaries other than the
Plan. PARTICIPANT HEREBY ACKNOWLEDGES AND AGREES THAT THE COMPANY AND EACH
OF ITS SUBSIDIARIES MAY TERMINATE THE EMPLOYMENT OR CONTRACT OF PARTICIPANT
AT ANY TIME AND FOR ANY REASON, OR FOR NO REASON, UNLESS PARTICIPANT AND THE
COMPANY OR SUCH SUBSIDIARY ARE PARTIES TO A WRITTEN EMPLOYMENT OR INDEPENDENT
CONTRACTOR AGREEMENT THAT EXPRESSLY PROVIDES OTHERWISE.
45. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California without
reference to choice or conflict of law principles.
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IN WITNESS WHEREOF, the Company and Participant have duly executed
this Agreement as of the Date of Award.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By
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Authorized Representative
PARTICIPANT
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Signature
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Printed Name
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Xxxxxx Xxxxxxx
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Xxxx, Xxxxx and Zip Code
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Social Security Number
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