1
Exhibit 10.09
HMI INDUSTRIES INC.
EXHIBIT 10
MATERIAL CONTRACTS - INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT EFFECTIVE DATE/
PARTICIPANT DATE SHARES SHARES EXCERCISABLE
Xxxxxx X. Xxxxxxxx Xx. 4/1/98 12,000 4/1/99 - one third
4/1/00 - one third
4/1/01 - one third
Xxxxx XxXxxx 4/1/98 12,000 4/1/99 - one third
4/1/00 - one third
4/1/01 - one third
See Field Exhibit for Xxxxxx X. Xxxxxxxx Xx.
2
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT is entered into as of this 1st day of
April, 1998, by and between HMI Industries Inc., a Delaware corporation with
its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx (the
"Company") and Xxxxxx X. Xxxxxxxx, Xx. (the "Employee").
WHEREAS, the Employee is employed as a key member of management of the
Company; and,
WHEREAS, pursuant to the Company's 1992 Omnibus Long-Term Compensation
Plan (the "Plan") the Board of Directors of the Company has approved a grant to
the Employee of shares of Common Stock of the Company, par value $1.00 per
share, subject to certain restrictions; and,
WHEREAS, the Employee has agreed to accept the shares subject to the
restrictions placed on ownership of the shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company and the Employee agree as follows:
1. GRANT OF SHARES. The Company grants to the Employee 12,000 shares of Common
Stock of the Company subject to the restrictions in section 2 (the "Shares"),
and the Employee accepts the Shares subject to the restrictions.
2. VESTING. The Shares shall vest on the following dates in the amount
indicated:
April 1, 1999 4,000 shares
April 1, 2000 4,000 shares
April 1, 2001 4,000 shares
Prior to the vesting of the Shares, if the Employee terminates his employment
with the Company or if the Company shall terminate his employment with Cause
(as defined below), the Shares shall be forfeited as provided in Section 4. In
the event of the following occurrences, all unvested Shares shall vest
immediately and shall not be subject to forfeiture: (a) Termination of the
Employee's employment without cause; (1)) Death of the Employee; (c) Change in
Control of the Company as defined in the Plan; (d) Termination of the Company's
Common Stock from trading on a national securities exchange.
3. DEFINITION OF CAUSE. Termination of Employee's employment for any of the
following reasons will constitute cause: (a) conviction of a felony or a crime
involving dishonesty or moral turpitude; (b) material breach of, or neglect of
the Employee's duties and responsibilities that is willful and deliberate and
that is likely to result in material economic injury to the Company.
1
3
4. FORFEITURE. In the event that the Shares do not vest, the Shares shall be
surrendered and canceled and returned to the Company's treasury, and the
Employee shall receive no payment in consideration of such forfeited Shares.
5. COMPLIANCE WITH SECURITIES LAWS. No Shares will be issued in the absence of
an effective registration statement under the Securities Act of 1933, unless the
Company has received evidence of exemption therefrom which is satisfactory to
counsel for the Company. Employee agrees to be bound by such provisions as the
Company may require to insure that the issuance by the Company or the sale by
the Employee of any of the Shares shall be in compliance with applicable
securities laws. These restrictions may include but shall not be not limited to
a) placing a restricted legend on the certificates evidencing the shares; b)
issuance of a stop transfer order by the transfer agent; and c) providing to the
Company an investment intent letter in which the Employee agrees that the shares
are being held for investment only and not for resale or distribution.
6. SAFEGUARDING OF SHARES. Employee agrees that the Company will retain the
Shares until they vest or are forfeited. Employee further agrees to execute an
assignment separate from certificate with a medallion signature guarantee
transferring the Shares to the Company in the event of forfeiture.
7. RECEIPT OF PLAN. Employee acknowledges receipt of a copy of the Plan, and
agrees that this grant of Shares shall be subject to all the terms and
provisions of the Plan, including any future amendments.
8. TAXES. Employee acknowledges that any federal, state or local income taxes
that may be due as a result of this grant are solely the. responsibility of the
Employee, and agrees to pay any such taxes when due. If, as a result of this
grant, the Company is required to withhold any amount from the Employee for
federal, state or city income tax, FICA or Medicare tax or other similar taxes
or fees for which withholding is required by an employer for compensation paid
to an employee, the Employee authorizes the Company to withhold from other cash
sources due to the Employee from the Company, sufficient amounts to pay any
withholding which may be required as a result of the grant of Shares.
9. NO CONTRACT OF EMPLOYMENT. This agreement does not constitute a contract of
employment, and nothing herein shall be construed as creating a contract of
employment between Employee and the Company.
10. CONSIDERATION. It is understood that the consideration for the Shares shall
be past services through the date of issuance having a value not less than the
par value of the shares.
11. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming
under the Employee.
2
4
IN WITNESS WHEREOF, the Company and the Employee have executed this
Restricted Stock Agreement as of the date indicated above.
HMI INDUSTRIES INC.
By /s/ Xxxx X. Xxxx
--------------------------
Xxxx X. Xxxx, President
/s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------------------
Xxxxxx X. Xxxxxxxx, Xx.
3
