CENVEO, INC. RESTRICTED SHARE UNIT AWARD AGREEMENT FOR DIRECTORS
 |
Exhibit
10.19
|
2007
LONG-TERM EQUITY INCENTIVE PLAN
RESTRICTED
SHARE UNIT AWARD AGREEMENT FOR DIRECTORS
THIS RESTRICTED SHARE UNIT AWARD
AGREEMENT (“Agreement”), dated as of this ___________________ (“Grant Date”), is
between Cenveo, Inc., a Colorado corporation (the “Company”), and
___________________ (“Grantee”). Capitalized terms used but not
defined herein have the meanings assigned to them in the Cenveo, Inc. 2007
Long-Term Equity Incentive Plan, as amended (the “Plan”).
RECITALS
WHEREAS,
the Company has awarded Grantee restricted share units (the “Share Units”)
pursuant to the terms of the Plan; and
WHEREAS,
the Plan contemplates a written document evidencing the award;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
in this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:
ARTICLE
I
AWARD
OF SHARES
1.1 Award. Subject
to the terms and conditions herein and in the Plan, Grantee is hereby awarded
_______ Share
Units. Each Share Unit represents Grantee’s right to receive
one share of the Company’s common stock, $0.01 par value (“Common Stock”) on the
applicable delivery date set forth herein.
1.2 Vesting of Share
Units. Subject to Section 3.2 below, Grantee’s Share Units
shall vest on the first anniversary of the Grant Date (the “Vesting Date”),
provided that Grantee has not ceased to serve as a director of the Company and
its Affiliates prior to such date. Share Units that
do not become vested pursuant to this Section 1.2 or Section 3.2 shall be
forfeited and Grantee shall have no further rights with respect to such Share
Units.
1.3 Delivery of
Shares. Subject to Section 3.2, the shares of Common Stock
represented by Grantee’s vested Share Units shall be delivered to Grantee, or to
Grantee’s estate, on the Vesting Date.
1.4 No Rights as
Stockholder. Until such time as shares of Common Stock
represented by the Share Units have been delivered to Grantee, Grantee shall
have none of the rights of a stockholder with respect to the Common
Stock.
1.5 Dividend Equivalent
Payments. Dividend equivalents shall be credited on any vested
Share Units at the time of any payment of dividends to stockholders of Common
Stock. The amount of any such dividend equivalents shall equal the
amount that would have been payable to Grantee as a stockholder in respect of a
number of shares of Common Stock equal to the number of Grantee’s then vested
Share Units. Any such dividend equivalents shall be credited to
Grantee as of the date on which such dividend would have been payable to
stockholders and shall be converted into additional Share Units (which shall be
immediately vested) based upon the Fair Market Value of a share of Common Stock
on the date of such crediting. Payment of such dividend equivalents
in the form of shares of Common Stock represented by such additional Share Units
shall be made on the delivery date for the Share Units with respect to which the
dividend equivalents were credited.
ARTICLE
II
TRANSFER
RESTRICTIONS
2.1 Restriction on
Transfer. Grantee shall not transfer, assign, encumber or
otherwise dispose of any Share Units at any time, other than by will or by the
laws of descent and distribution. Any heir or legatee of Grantee
shall take rights herein granted subject to the terms and conditions
hereof.
ARTICLE
III
FORFEITURE
AND ADJUSTMENT OF SHARE UNITS
3.1 Forfeiture. Subject
to Section 3.2 below, if Grantee ceases to serve as a director of the Company
and its Affiliates for any reason, Grantee’s Share Units that have not become
vested pursuant to Section 1.2 shall be forfeited and Grantee shall have no
further rights with respect to such Share Units.
3.2 Change in
Control. In the event that there is a Change in Control while
Grantee still serves as a director of the Company or an Affiliate, any of
Grantee’s Share Units that have not yet vested shall become immediately vested
and the shares of Common Stock represented by such vested Share Units shall be
delivered to Grantee upon such Change in Control.
3.3 Adjustments Upon Certain
Events. Upon the occurrence of any unusual or nonrecurring
event (including, without limitation, any of the events described in Section 4.2
of the Plan) affecting the Company, any Subsidiary or Affiliate, or the
financial statements of the Company or any Subsidiary or Affiliate, or of
changes in applicable laws, regulations, or accounting principles, the Board
may, in its sole discretion, make such adjustments to the Share Units as it
deems appropriate in order to prevent dilution or enlargement of benefits,
including: (i) adjusting any or all of the number of shares of Common Stock or
other securities of the Company (or number and kind of other securities or
property) subject to the Share Units; (ii) providing for an equivalent award in
respect of securities of the surviving entity of any merger,
-2-
consolidation
or other transaction or event having a similar effect; or (iii) making provision
for a cash payment to Grantee; provided, however, that no
adjustment shall be made to the timing of delivery of shares of Common Stock or
other payment unless such adjustment complies with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).
ARTICLE
IV
GENERAL
PROVISIONS
4.1 Director
Relationship. Nothing in this Agreement shall be construed as conferring
upon Grantee the right to continue service as a director or otherwise with the
Company or any of its Affiliates.
4.2 Compliance With Securities
Laws. Upon the delivery of any shares of Common Stock under
this Agreement, Grantee (or any person lawfully claiming under Grantee) will
enter into such written representations, warranties and agreements as the
Company may reasonably request in order to comply with applicable securities
laws or with this Agreement.
4.3 Compliance With
Laws. Notwithstanding any of the other provisions hereof,
Grantee agrees that the Company will not be obligated to issue any shares
pursuant to this Agreement if the issuance of such shares of Common Stock would
constitute a violation by Grantee or by the Company of any provision of any law
or regulation of any governmental authority, or to register the shares of Common
Stock under the Securities Act of 1933, as amended.
4.4 Withholding of
Tax. To the extent that the grant or vesting of the Share
Units or dividend equivalents granted hereunder, or the delivery of the shares
of Common Stock or other payment with respect thereto, is subject to applicable
withholding or other taxes, if any, the Company or any Affiliate shall have the
right and is hereby authorized to withhold from the delivery of the shares of
Common Stock or other payment, or from any compensation or other amount owing to
Grantee, the amount (in cash, shares of Common Stock, other securities, other
awards or other property) of any such withholding or other taxes in respect of
the Share Units and dividend equivalents, and to take such other action as may
be necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes, including requiring Grantee to pay to the Company such
amount of money as the Company may require to meet its obligation under
applicable tax laws.
4.5 Resolution of
Disputes. As a condition of the granting of the Share Units
hereby, Grantee and his heirs and successors agree that any dispute or
disagreement which may arise hereunder shall be determined by the Board in its
sole discretion and judgment, and that any such determination and any
interpretation by the Board of the terms of this Agreement and the Plan shall be
final and shall be binding and conclusive, for all purposes, upon the Company,
Grantee, and his or her heirs and personal representatives.
4.6 Legends on
Certificate. The certificates, if any, representing the shares
of Common Stock delivered hereunder will be stamped or otherwise imprinted with
legends in such form as the Company or its counsel may require with respect to
any applicable restrictions on
-3-
sale or
transfer and the stock transfer records of the Company will reflect
stop-transfer instructions with respect to such shares.
4.7 Notices. All notices
or other communications under this Agreement shall be in writing and shall be
given by registered or certified mail, via overnight courier providing a
receipt, or via telecopy (with a confirming copy being delivered within 24 hours
thereafter). Notices to the Company shall be addressed to Cenveo,
Inc., at its principal executive offices, currently One Canterbury Green, 000
Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention:
Secretary. Notices to Grantee shall be sent to the latest address of
Grantee shown on the records of the Company.
4.8 Agreement Subject to
Plan. This Agreement is subject to the Plan. The
terms and provisions of the Plan are hereby incorporated herein by reference
thereto. In the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail. All definitions of
words and terms contained in the Plan shall be applicable to this
Agreement. The Company shall be under no obligation whatsoever to
advise Grantee of the existence, maturity or termination of any of Grantee’s
rights hereunder and Grantee shall be deemed to have familiarized him or herself
with all matters contained herein and in the Plan, which may affect any of
Grantee’s rights or privileges hereunder.
4.9 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
Grantee.
4.10 Section
409A. It is the intention of the parties that amounts payable
under this Agreement not be subject to the additional tax imposed pursuant to
Section 409A of the Code. To the extent such amounts could become
subject to such Section, the parties shall cooperate to amend this Agreement
with the goal of giving Grantee the economic benefits described herein in a
manner that does not result in such tax being imposed.
IN
WITNESS WHEREOF, this Restricted Share Unit Award Agreement has been executed as
of the date first written above.
|
COMPANY
|
|||
|
By:
|
|||
|
Xxxxxx
X. Xxxxxx, Xx.
|
|||
|
Chairman
|
|||
|
GRANTEE
|
|||
|
Name
|
|||
-4-
