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EXHIBIT 10.3
DT INDUSTRIES, INC.
RESTRICTED STOCK AGREEMENT
This Agreement is made and entered into as of the 25th day of April,
2001, by and between DT Industries, Inc., a Delaware corporation (the
"Company"), and Xxxxxxx X. Xxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive have entered into an Employment
Agreement (the "Employment Agreement") and a Termination and Change of Control
Agreement (the "Termination Agreement"), each effective as of November 6, 2000,
setting forth the terms of the Executive's employment with the Company; and
WHEREAS, as part of its compensation package for the Executive and as
contemplated by the Employment Agreement, the Company has agreed to grant to the
Executive 200,000 shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), pursuant to the terms and conditions of the Company's 1996
Long-Term Incentive Plan (the "Plan"), that are subject to certain vesting
requirements.
NOW THEREFORE, in consideration of the benefits that the Company
expects to be derived in connection with the services to be hereafter rendered
by the Executive, the Company and the Executive hereby agree as follows:
1. Restricted Shares. The Company hereby ratifies its previous grant of 40,000
shares of Common Stock to the Executive and hereby grants to the Executive on
the date hereof 160,000 shares of Common Stock, all pursuant to, and subject to
the terms and conditions of, the Plan, which 200,000 shares shall constitute
Restricted Shares under the Plan. The Restricted Shares shall vest in accordance
with the following schedule if Executive is then an employee of the Company on
such applicable date:
Number of Restricted
Date Shares that Vest
---- ----------------
11/06/02 100,000
11/06/03 100,000
If and to the extent Executive is no longer an employee of the Company
and the Restricted Shares do not vest in accordance with the foregoing, such
Restricted Shares shall be forfeited by Executive and Executive shall have no
further rights with respect hereto. As a condition to the grant of the
Restricted Shares, Executive shall execute stock powers, endorsed in blank, so
as to permit the retransfer to the Company of such forfeited Restricted Shares.
Notwithstanding the foregoing, all Restricted Shares shall vest upon
the Company's termination or removal of Executive as an employee of the Company
other than for Cause (as
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defined in the Termination Agreement) or upon Executive's termination of
employment for Good Reason (as defined in the Termination Agreement).
2. Prohibition Against Transfer. Until they vest, the Restricted Shares may not
be sold, transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) by the Executive, or be subject to execution,
attachment or similar process. Any transfer in violation of this Section 2 shall
be void and of no further effect. Until the Restricted Shares vest, the
certificates representing the Restricted Shares shall bear the following legend:
"The securities represented by this certificate are subject to the
terms and conditions, including the vesting schedule and restrictions
on transfer, contained in the Restricted Stock Agreement, dated as of
April 25, 2001, between DT Industries, Inc. (the "Company") and the
original holder hereof. A copy of such agreement may be obtained by the
holder hereof at the Company's primary place of business without
charge."
3. Section 83(b) Election. Executive has had or shall have, as applicable, the
right to make an election under Section 83(b) of the Internal Revenue Code of
1986, as amended, for the Restricted Shares issued to him and, if Executive
makes or has made, as applicable, such election, Executive shall be solely
responsible for the payment of all taxes due in connection therewith.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
DT INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
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STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
DT Industries, Inc., a Delaware corporation (the "Company"), _____ shares of
common stock, par value $.01 per share, of the Company represented by
certificate no. ____, standing in the name of the undersigned on the books of
the Company. The undersigned does hereby irrevocably constitute and appoint
____________, attorney to transfer such shares of the Company, with full power
of substitution in the premises.
Dated: ________________, 2001
____________________________
Xxxxxxx X. Xxxxxxx
