EXHIBIT 10.13
AMERICAN COMMERCIAL LINES INC.
FORM OF RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT is made and entered into as of this
____ day of _______, 200_ (the "Grant Date") by and between American Commercial
Lines Inc., a Delaware corporation (the "Company"), and ________________ (the
"Participant"), pursuant to the American Commercial Lines Inc. Equity Award Plan
for Employees, Officers and Directors (the "Plan"). This Agreement and the award
contained herein is subject to the terms and conditions set forth in the Plan,
which are incorporated by reference herein, and the following terms and
conditions:
1. RECEIPT OF PLAN; AWARD OF RESTRICTED STOCK. The Participant
acknowledges receipt of a copy of the Plan. In consideration for the prior and
continued service of Participant as ____________ of the Company, the Company
hereby awards to the Participant, subject to the further terms and conditions
set forth in this Agreement, ______ shares (the "Restricted Stock") of its
common stock, $0.01 par value per share (the "Common Stock"), as of the Grant
Date.
2. RIGHTS OF STOCKHOLDER. Participant shall have all of the rights of a
stockholder with respect to the shares of Restricted Stock (including the right
to vote the shares of Restricted Stock and the right to receive dividends with
respect to the shares of Restricted Stock), except as provided in Section 3 and
Section 5 hereof.
3. RESTRICTIONS ON TRANSFER. Except as otherwise provided in this
Agreement, Participant may not sell, transfer, assign, pledge, encumber or
otherwise dispose of any of the shares of Restricted Stock or the rights granted
hereunder (any such disposition or encumbrance being referred to herein as a
"Transfer"). Any Transfer or purported Transfer by Participant of any of the
shares of Restricted Stock shall be null and void and the Company shall not
recognize or give effect to such Transfer on its books and records or recognize
the person to whom such purported Transfer has been made as the legal or
beneficial holder of such shares. The shares of Restricted Stock shall not be
subject to sale, execution, pledge, attachment, encumbrance or other process and
no person shall be entitled to exercise any rights of Participant as the holder
of such Restricted Stock by virtue of any attempted execution, attachment or
other process until the restrictions imposed herein on the Transfer of the
shares of Restricted Stock shall lapse as provided in Section 4 hereof. All
certificates representing the shares of Restricted Stock shall have endorsed
thereon the following legend (in addition to any other legends that are
customary or required on certificates representing shares of the Common Stock):
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE AMERICAN COMMERCIAL LINES INC. EQUITY AWARD PLAN FOR
EMPLOYEES, OFFICERS AND DIRECTORS AND AN AWARD AGREEMENT FOR RESTRICTED
STOCK ENTERED INTO BETWEEN THE REGISTERED OWNER AND AMERICAN COMMERCIAL
LINES INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE AT
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THE OFFICE OF THE SECRETARY OF AMERICAN COMMERCIAL LINES INC."
Until such restrictions have lapsed, any certificates representing any
shares of Restricted Stock shall be held in custody by the Company, and the
Participant shall, as a condition of any award of Restricted Stock, have
delivered a stock power, endorsed in blank, relating to the Common Stock covered
by such award. Participant may request the removal of such restricted stock
legend from certificates representing any shares of Restricted Stock as to which
the restrictions imposed herein on the transfer thereof shall have lapsed as
provided in Section 4 hereof. Such request shall be in writing to the Senior
Vice President, Law & Administration, of the Company with a copy to the Chairman
of the Compensation Committee of the Company.
4. LAPSE OF RESTRICTIONS AND FORFEITURE. Subject to Section 4(b)
hereof, the restrictions on transfer imposed on the shares of Restricted Stock
by Section 3 shall lapse with respect to the shares of Restricted Stock and the
Participant will vest, or gain actual "ownership" of the shares of Restricted
Stock in accordance with the terms of Section 4(a) hereof.
(a) RESTRICTED PERIOD; LAPSE OF RESTRICTIONS AND VESTING. Of
the ________ shares of Restricted Stock granted to the Participant, the
restrictions on the specified portions shall lapse and such portion of the
shares shall become fully vested and not subject to forfeiture to the Company as
follows: one-third on the first anniversary of the Grant Date, one-third on the
second anniversary of the Grant Date, and one-third on the third anniversary of
the Grant Date.
(b) Notwithstanding anything to the contrary in Section 4(a), in
the event that prior to the lapse of restrictions on transfer pursuant to
Section 4(a), Participant's relationship as a Service Provider is terminated by
the Participant for other than Good Reason as defined in the employment
agreement between the Participant and the Company (the "Employment Agreement"),
due to Cause as defined in the Employment Agreement or due to the end of the
term of the Employment Agreement, Participant shall forfeit, on the date on
which such relationship is terminated, all of the shares of Restricted Stock as
to which the restrictions on transfer imposed thereon by Section 3 hereof shall
not have lapsed prior to such date. In the event that prior to the lapse of
restrictions on transfer pursuant to Section 4(a), Participant's relationship as
a Service Provider is terminated by the Participant for Good Reason, by the
Company without Cause (as defined in the Employment Agreement), due to death or
due to Disability, all of the restrictions on the transfer of the shares of
Restricted Stock shall lapse and the shares shall be fully vested.
(c) Notwithstanding anything to the contrary in Section 4(a)
hereof, in the event of a Change in Control, the restrictions on transfer
imposed by Section 3 on the shares of Restricted Stock shall lapse. For purposes
of this Agreement, a "Change in Control" shall mean the occurrence of any of the
following events, each of which shall be determined independently of the others:
(i) any "Person" (as hereinafter defined), other than a holder of at least 10%
of the outstanding voting power of the Company as of the Grant Date, becomes a
"beneficial owner" (as such term is used in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of a majority
of the stock of the Company entitled to vote in the election of directors of the
Company; (ii) individuals who are Continuing Directors of the Company (as
hereinafter defined) cease to constitute a majority of the members of the Board;
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(iii) stockholders of the Company adopt and consummate a plan of complete or
substantial liquidation or an agreement providing for the distribution of all or
substantially all of the assets of the Company; (iv) the Company is a party to a
merger, consolidation, other form of business combination or a sale of all or
substantially all of its assets, with an unaffiliated third party, unless the
business of the Company following consummation of such merger, consolidation or
other business combination is continued following any such transaction by a
resulting entity (which may be, but need not be, the Company) and the
stockholders of the Company immediately prior to such transaction hold, directly
or indirectly, at least a majority of the voting power of the resulting entity;
provided, however, that a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) shall not constitute a
Change in Control; (v) there is a Change in Control of the Company of a nature
that is reported in response to item 5.01 of Current Report on Form 8-K or any
similar item, schedule or form under the Exchange Act, as in effect at the time
of the change, whether or not the Company is then subject to such reporting
requirements; provided, however, that for purposes of this Agreement a Change in
Control shall not be deemed to occur if the Person or Persons deemed to have
acquired control is a holder of at least 10% of the outstanding voting power of
the Company as of the date of this Agreement; or (vi) the Company consummates a
transaction which constitutes a "Rule 13e-3 transaction" (as such term is
defined in Rule 13e-3 of the Exchange Act) prior to the termination or
expiration of this Agreement.
(d) In the event of a Rule 13e-3 transaction, then effective
coincident with the consummation of such Rule 13e-3 transaction, the
restrictions on transfer imposed by Section 3 on the shares of Restricted Stock
shall lapse; provided, however, that notwithstanding the foregoing, in
connection with the consummation of such Change in Control or Rule 13e-3
transaction, all such unvested shares of Restricted Stock then held by
Participant shall be deemed to vest and become exercisable at such time in order
to permit Participant to participate in such transaction.
(e) For purposes of this Section 4, "Continuing Directors" shall
mean the members of the Board on the Grant Date, provided that any person
becoming a member of the Board subsequent to such date whose election or
nomination for election was supported by at least a majority of the directors
who then comprised the Continuing Directors shall be considered to be a
Continuing Director; and the term "Person" is used as such term is used Sections
13(d) and 14(d) of the Exchange Act.
5. TRANSFERABILITY. Notwithstanding anything contained in this
Agreement to the contrary, shares of Restricted Stock are not transferable or
assignable by the Participant until the restrictions thereon have lapsed.
6. ADJUSTMENT PROVISIONS. If, during the term of this Agreement, there
shall be any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, rights offering or extraordinary distribution with
respect to the Common Stock, or other change in corporate structure affecting
the Common Stock, the Committee shall make or cause to be made an appropriate
and equitable substitution, adjustment or treatment with respect to the
Restricted Stock, including a substitution or adjustment in the aggregate number
or kind of shares subject to this Agreement, notwithstanding that the Restricted
Stock is subject to the restrictions on transfer imposed by Section 3 above. Any
securities, awards or rights issued pursuant to this Section 6
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shall be subject to the same restrictions as the underlying Restricted Stock to
which they relate.
7. TAX WITHHOLDING. As a condition precedent to the receipt of any
shares of Restricted Stock hereunder, Participant agrees to pay to the Company,
at such times as the Company shall determine, such amounts as the Company shall
deem necessary to satisfy any withholding taxes due on income that Participant
recognizes as a result of (i) the lapse of the restrictions imposed by Section 3
hereof on the shares of Restricted Stock or (ii) Participant's filing of an
election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended, (the "Code"), with respect to the shares of Restricted Stock. The
obligations of the Company under this Agreement and the Plan shall be
conditional on such payment or arrangements, and the Company, its Affiliates and
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Participant.
8. REGISTRATION. This award of Restricted Stock is subject to the
condition that if at any time the Board or Compensation Committee shall
determine, in its discretion, that the listing of the shares of Common Stock
subject hereto on any securities exchange, or the registration or qualification
of such shares under any federal or state law, or the consent or approval of any
regulatory body, shall be necessary or desirable as a condition of, or in
connection with, the grant, receipt or delivery of shares hereunder, such grant,
receipt or delivery will not be effected unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board or Compensation
Committee. The Company agrees to make every reasonable effort to effect or
obtain any such listing, registration, qualification, consent or approval.
9. RIGHTS OF PARTICIPANT. In no event shall this award of Restricted
Stock or the other provisions hereof or the acceptance by Participant of this
award of Restricted Stock interfere with or limit in any way the right of the
Company, any of its Affiliates or Subsidiaries to terminate Participant's
relationship as Service Provider at any time, nor confer upon Participant any
right to continue as Service Provider for any period of time or to continue his
or her present or any other rate of compensation.
10. CONSTRUCTION.
(a) SUCCESSORS. This Agreement and all the terms and provisions
hereof shall be binding upon and shall inure to the benefit of the parties
hereto and their respective legal representatives, heirs and successors, except
as expressly herein otherwise provided.
(b) ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the
entire understanding between the parties with respect to the matters referred to
herein. Subject to Section 16(c) of the Plan, this Agreement may be amended by
the Board or Compensation Committee at any time.
(c) CAPITALIZED TERMS; HEADINGS; PRONOUNS; GOVERNING LAW.
Capitalized terms used and not otherwise defined herein are deemed to have the
same meanings as in the Plan. The descriptive headings of the respective
sections and subsections of this Agreement are inserted for convenience of
reference only and shall not be deemed to modify or construe the provisions
which follow them. Any use of any masculine pronoun shall include the feminine
and
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vice-versa and any use of a singular, the plural and vice-versa, as the context
and facts may require. The construction and interpretation of this Agreement
shall be governed in all respects by the laws of the State of Delaware.
(d) NOTICES. Each notice relating to this Agreement shall be in
writing and shall be sufficiently given if delivered by registered or certified
mail, or by a nationally recognized overnight delivery service, with postage or
charges prepaid, to the address hereinafter provided in this Section 10. Any
such notice or communication given by first-class mail shall be deemed to have
been given two business days after the date so mailed, and such notice or
communication given by overnight delivery service shall be deemed to have been
given one business day after the date so sent, provided such notice or
communication arrives at its destination. Each notice to the Company shall be
addressed to it at its offices at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxxx,
Xxxxxxx 00000 (attention: Senior Vice President, Law and Administration), with a
copy to the Chairman of the Compensation Committee of the Company or to such
other designee of the Company. Each notice to the Participant shall be addressed
to the Participant at the Participant's address shown on the signature page
hereof.
(e) SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement or the application
thereof to any party or circumstance shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the minimal extent of
such provision or the remaining provisions of this Agreement or the application
of such provision to other parties or circumstances.
(f) COUNTERPART EXECUTION. This Agreement may be executed in
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute the entire document.
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AMERICAN COMMERCIAL LINES INC.
By:
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Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
Accepted this ___ day of ___________________, 200_
PARTICIPANT:
_________________________
PARTICIPANT'S ADDRESS:
_________________________
_________________________
_________________________
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