EXHIBIT 10.1(c)
FORM OF RESTRICTED STOCK AGREEMENT
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Grantee: Grant Date:
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Address: Vesting Date(s) and Schedule:
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Number of Shares: Exercise Price Per Share: $
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RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "AGREEMENT"), is made as of the
Grant Date set forth above between XXXXXX EXPLORATION COMPANY, a Delaware
corporation (the "COMPANY"), and the grantee named above ("GRANTEE").
The Xxxxxx Exploration Company Stock Option and Restricted Stock Plan
of 1997 (the "PLAN") is administered by the Stock Plan Committee of the
Company's Board of Directors or such other committee (the "COMMITTEE") as the
Board of Directors shall designate to administer the Plan, which shall consist
of at least two members of the Board, all of who are Non-Employee Directors, as
defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"). The Committee has determined that Grantee[, an a[n] [officer]
[and] [director] of the Company,] is eligible to participate in the Plan. The
Committee has granted restricted stock to Grantee, subject to the terms and
conditions contained in this Agreement and in the Plan.
Grantee acknowledges receipt of a copy of the Plan and accepts these
shares of restricted stock subject to all of the terms, conditions, and
provisions of this Agreement and the Plan.
1. GRANT OF RESTRICTED STOCK. The Company grants to Grantee, and Grantee
accepts, the number of shares of common stock set forth above, subject to the
terms and conditions of this Agreement (the "RESTRICTED STOCK").
2. EMPLOYMENT BY THE COMPANY. The Company awards the Restricted Stock to
Grantee on the condition that Grantee remains employed by the Company or a
subsidiary of the Company and complies with the terms of this Agreement. If
Grantee breaches the terms of this Agreement or ceases to be employed by the
Company for any reason, Grantee promptly will surrender to the Company those
shares of Restricted Stock in which Grantee's interest has not vested pursuant
to this Agreement as set forth below.
3. VESTING OF RESTRICTED STOCK. So long as Grantee is employed by the
Company or a subsidiary of the Company and has not breached the terms of this
Agreement, Grantee's
conditional right to the specified shares of the Restricted Stock (or all lesser
remaining number of shares of Restricted Stock) will vest on the dates and
according to the vesting schedule set forth above, in each case appropriately
rounded to the closest whole share except that the total shall be as set forth
above.
4. TRANSFERABILITY. Grantee will not sell, exchange, transfer, pledge,
or otherwise dispose of the Restricted Stock at any time, whether voluntarily or
involuntarily, by operation of law or otherwise, except that the provisions of
this paragraph will not apply to Restricted Stock that has vested pursuant to
this Agreement and Restricted Stock that is sold, exchanged, transferred,
pledged, or otherwise disposed of to the Company or by will or the laws of
descent and distribution. If Grantee violates the restrictions in this
Paragraph, Grantee's right to unvested shares of Restricted Stock immediately
will cease and terminate and Grantee promptly will forfeit and surrender all
shares of Restricted Stock that are still subject to restrictions to the
Company.
5. RIGHTS AS A STOCKHOLDER. Grantee will have all rights as a
stockholder with respect to the Restricted Stock, including (a) the right to
vote the Restricted Stock at stockholders' meetings, (b) the right to receive,
without restriction, all cash dividends paid with respect to the Restricted
Stock, and (c) the right to participate with respect to the Restricted Stock in
any stock dividend, stock split, recapitalization, or other adjustment in the
capital stock of the Company, or any merger, consolidation, or other
reorganization involving an increase, decrease, or adjustment in the capital
stock of the Company. Any shares or other security received as a result of any
stock dividend, stock split, or reorganization will be subject to the same
terms, conditions, and restrictions as those relating to the Restricted Stock
granted under this Agreement.
6. TERMINATION OF EMPLOYEE STATUS.
(a) GENERAL. If Grantee ceases to be an employee of the Company or a
subsidiary for any reason other than Grantee's disability or death, then
any shares of Restricted Stock still subject to restrictions on the date of
such termination of employment (as defined in the Plan) automatically shall
be forfeited and returned to the Company. Termination of employment shall
be considered to occur on the date on which Grantee is no longer obligated
to perform services for the Company or a subsidiary of the Company and
Grantee's right to reemployment is not guaranteed either by statute or
contract, regardless of whether Grantee continues to receive compensation
from the Company or a subsidiary of the Company after such date.
(b) DISABILITY OR DEATH. If Grantee dies or becomes disabled, the
restrictions applicable to the shares of Restricted Stock automatically
shall terminate and the Restricted Stock shall vest as of the date of
termination.
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7. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF GRANTEE. Grantee
represents, warrants, and covenants to the Company as follows:
a. INVESTMENT ONLY. Grantee is acquiring the Restricted Stock for
Grantee's own account for investment and Grantee has no present intention
of distributing or selling any portion of the Restricted Stock. Grantee
understands and acknowledges that the Company will have no obligation to
recognize the ownership, beneficial or otherwise, of the Restricted Stock
by anyone but Grantee.
b. NO TRANSFER. Grantee will not sell or transfer any Restricted
Stock except upon conditions that the Company may reasonably specify to
insure compliance with the federal and applicable state securities laws.
The Company may refuse to transfer any Restricted Stock unless the Company
is reasonably satisfied that Grantee has complied with the federal and
applicable state securities laws and Grantee's other promises in this
Agreement.
c. LEGEND. The Company may place a legend on the certificates
evidencing the Restricted Stock noting restrictions on transferability.
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8. EMPLOYMENT BY THE COMPANY. Nothing in this Agreement will impose, or
be deemed to impose, upon the Company any obligation to retain Grantee in the
employ of the Company for any given period or upon any specific terms of
employment. Grantee acknowledges that, except as otherwise agreed by the Company
in a signed written agreement, Grantee's employment is "at will" and terminable
by Grantee or the Company at any time and for any reason.
9. TAX WITHHOLDING. Grantee authorizes the Company or a subsidiary of
the Company to (a) withhold and deduct from future wages of Grantee (or from
other amounts that may be due and owing to Grantee from the Company or a
subsidiary of the Company), or make other arrangements for the collection of,
all amounts deemed necessary to satisfy any and all federal, state, and local
withholding and employment-related tax requirements attributable to an award of
Restricted Stock, or (b) require Grantee promptly to remit the amount of such
withholding to the Company before taking any action with respect to the
Restricted Stock. Upon Grantee's request, the Company will withhold taxes, if
any, arising from the vesting of any Restricted Stock by accepting from Grantee
the return of a sufficient number of shares of unrestricted common stock equal
in value to the amount of taxes to be withheld.
10. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Michigan.
11. BINDING EFFECT AND AMENDMENT. This Agreement is the entire agreement
between the parties and will be binding upon, and will inure to the benefit of,
the parties to this Agreement and their respective heirs, successors, and
assigns, and may be modified only by a writing signed by the parties.
12. REMEDIES. Grantee acknowledges that any breach of the promises in
Paragraph 7 of this Agreement would cause the Company irreparable damage and
therefore agrees that, in the event of a breach of one or more of those
promises, the Company shall be entitled to preliminary and permanent injunction
relief in addition to any direct, incidental, and consequential damages,
including lost profits, arising from that breach.
13. EFFECTIVE DATE. The grant of the Restricted Stock under this
Agreement will be effective as of the Grant Date set forth above.
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The parties have signed this Restricted Stock Agreement as of the date
first written at the beginning of this document.
XXXXXX EXPLORATION COMPANY
By
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Its
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"Company" "Grantee"
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