RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10(d)
THIS
AGREEMENT is made as of the 5th day of March, 2007 (the “Grant Date”), by and
between Tasty Baking Company (“Company”) and
______________(“Grantee”).
WHEREAS,
Grantee is a valued employee of the Company and/or one of its subsidiaries
(collectively referred to as the “Employer”); and
WHEREAS,
the Company desires to motivate, attract and retain the services of its valued
employees; and
WHEREAS,
the Company’s Board of Directors adopted the Tasty Baking Company 2006 Long Term
Incentive Plan (“Plan”) on March 24, 2006, and the Plan was approved by
shareholders of the Company on May 11, 2006; and
WHEREAS,
as additional compensation for Grantee’s services to the Employer, and to
motivate the Grantee to continue his or her efforts to enhance the value of
the
Company for shareholders, generally, and pursuant to the actions of the
Company’s Board of Directors and the Board’s Compensation Committee (the
“Committee”), the Company wishes to transfer shares of Common Stock of the
Company to Grantee pursuant to the terms of the Plan on the Grant Date, subject
to the conditions set forth herein.
NOW,
THEREFORE, the Company and Grantee hereby agree as follows:
1. As
of the
Grant Date, the Company shall transfer to Grantee ________________ (00) shares
of the Company’s common stock, par value $.50 per share (“Award Shares”), at
which time Grantee shall become the beneficial owner of the Award Shares so
transferred, with the right to vote the Award Shares and receive dividends
with
respect to the Award Shares, subject to the risk of forfeiture conditions and
transfer restrictions set forth herein.
2. (a) The
Grantee’s right to beneficial ownership of the Award Shares shall become
permanently vested and nonforfeitable, and they shall be released from the
transfer restrictions set forth herein on the earlier of (i) third anniversary
of the Grant Date, provided that Grantee remains in the continuous employment
of
the Employer as of such date; (ii) upon the retirement of the Grantee with
the
approval of the Company; or (iii) upon such event as evidenced by agreement
with
the Company.
(b) Prior
to
the vesting of the Award Shares pursuant to Paragraph 2(a), above, no Award
Share (including any shares received by Grantee with respect to the Award Shares
as a result of stock dividends, stock splits or any other form of
recapitalization or a similar transaction affecting the Company’s securities
without receipt of consideration) may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, alienated or encumbered.
(c) If
the
Grantee’s employment with the Employer is terminated for any reason (excluding
death) before he or she has become vested in the Award Shares pursuant to
Paragraph 2(a), above, the Grantee shall forfeit the Award Shares, whether
or
not the Grantee is reemployed by the Employer.
(d) If
a
Grantee dies while in the employ of the Employer prior to the vesting of the
Award Shares pursuant to Paragraph 2(a), above, all of the Award Shares shall
become nonforfeitable and shall be delivered to the Grantee’s estate.
3. Unless
the
Grantee and the Company make other arrangements satisfactory to the Company
with
respect to the payment of withholding taxes, upon vesting of the Award Shares
pursuant to Paragraph 2(a) above, the Award Shares shall be reduced by that
number of Award Shares having a value, as of the date they become vested, equal
to the minimum amount of Federal, state and local taxes required to be withheld
with respect to such Award Shares.
4.
Nothing
in
this Agreement shall confer upon Grantee any right to continue in the employ
of
the Employer or any affiliate thereof, or shall interfere with or restrict
in
any way the rights of such person to terminate Grantee’s employment at any time,
subject to the terms of any employment agreement by and between the Employer
and
Grantee.
5.
This
Award
Agreement is subject to the terms of the Plan, and the Grantee hereby
acknowledges receipt of a copy of the Plan. All capitalized terms not defined
herein shall have the definition set forth in the Plan.
6.
This
Agreement shall be governed by the substantive law of the Commonwealth of
Pennsylvania, without giving effect to the choice of law principles
thereof.
The
parties hereby have entered into this Agreement with intent to be legally bound
hereby, as of the first date set forth above.
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ATTEST:
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TASTY
BAKING COMPANY
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___________________________________
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By:________________________________
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Xxxxxxx
X. Xxxxx
President
and Chief Executive Officer
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Witness:
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GRANTEE
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___________________________________
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___________________________________
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