EXHIBIT 10.7
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE XXXXXXX HOLDINGS, INC.
2006 STOCK OPTION AND INCENTIVE PLAN
Name of Grantee:_____________________________
No. of Shares:_______________________________
Grant Date:__________________________________
Final Acceptance Date:_______________________
Pursuant to the Xxxxxxx Holdings, Inc. 2006 Stock Option and Incentive
Plan (the "Plan") as amended through the date hereof, Xxxxxxx Holdings, Inc.
(the "Company") hereby grants a Restricted Stock Award (an "Award") to the
Grantee named above. Upon acceptance of this Award, the Grantee shall receive
the number of shares of Common Stock, par value $0.01 per share (the "Stock"),
of the Company specified above, subject to the restrictions and conditions set
forth herein and in the Plan.
1. ACCEPTANCE OF AWARD. The Grantee shall have no rights with
respect to this Award unless he or she shall have accepted this Award prior to
the close of business on the Final Acceptance Date specified above by (i)
signing and delivering to the Company a copy of this Award Agreement, and (ii)
delivering to the Company a stock power endorsed in blank. Upon acceptance of
this Award by the Grantee, the shares of Restricted Stock so accepted shall be
issued and held by the Company's transfer agent in book entry form, and the
Grantee's name shall be entered as the stockholder of record on the books of the
Company. Thereupon, the Grantee shall have all the rights of a stockholder with
respect to such shares, including voting and dividend rights, subject, however,
to the restrictions and conditions specified in Paragraph 2 below.
2. RESTRICTIONS AND CONDITIONS.
(a) Any book entries for the shares of Restricted Stock
granted herein shall bear an appropriate legend, as determined by the
Administrator in its sole discretion, to the effect that such shares are subject
to restrictions as set forth herein and in the Plan.
(b) Shares of Restricted Stock granted herein may not be
sold, assigned, transferred, pledged or otherwise encumbered or disposed of by
the Grantee prior to vesting.
(c) If the Grantee's employment with the Company and its
Subsidiaries is voluntarily or involuntarily terminated for any reason
(including death) prior to vesting of shares of Restricted Stock granted herein,
all shares of Restricted Stock shall immediately and automatically be forfeited
and returned to the Company.
3. VESTING OF RESTRICTED STOCK. The restrictions and conditions in
Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified
in the following schedule so long as the Grantee remains an employee of the
Company or a Subsidiary on such Dates. If a series
of Vesting Dates is specified, then the restrictions and conditions in Paragraph
2 shall lapse only with respect to the number of shares of Restricted Stock
specified as vested on such date.
NUMBER OF
SHARES VESTED VESTING DATE
---------------------------- ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
Subsequent to such Vesting Date or Dates, the shares of Stock on which
all restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock. The Administrator may at any time accelerate the vesting schedule
specified in this Paragraph 3.
4. DIVIDENDS. Dividends on Shares of Restricted Stock shall be paid
currently to the Grantee.
5. INCORPORATION OF PLAN. Notwithstanding anything herein to the
contrary, this Agreement shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in
Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.
6. TRANSFERABILITY. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.
7. TAX WITHHOLDING. The Grantee shall, not later than the date as of
which the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. The Grantee may elect to have
the required minimum tax withholding obligation satisfied, in whole or in part,
by (i) authorizing the Company to withhold from shares of Stock to be issued, or
(ii) transferring to the Company, a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the withholding amount due.
8. ELECTION UNDER SECTION 83(b). The Grantee and the Company hereby
agree that the Grantee may, within 30 days following the acceptance of this
Award as provided in Paragraph 1 hereof, file with the Internal Revenue Service
and the Company an election under Section 83(b) of the Internal Revenue Code. In
the event the Grantee makes such an election, he or she agrees to provide a copy
of the election to the Company.
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9. NO OBLIGATION TO CONTINUE EMPLOYMENT. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Grantee in employment and neither the Plan nor this Agreement shall
interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Grantee at any time.
10. NOTICES. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business and shall be mailed or delivered to
the Grantee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.
XXXXXXX HOLDINGS, INC.
By:
----------------------------
Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
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Grantee's Signature
Grantee's name and address:
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