EXHBIT 10.27
AMERICAN REPROGRAPHICS COMPANY
2005 STOCK PLAN
FORM OF RESTRICTED STOCK BONUS AWARD AGREEMENT
Pursuant to the Restricted Stock Bonus Award Grant Notice ("Grant Notice")
and this Restricted Stock Bonus Award Agreement (collectively, the "Award") and
in consideration of your past services, American Reprographics Company (the
"Company") has awarded you a restricted stock bonus under its 2005 Stock Plan
(the "Plan") for the number of shares of the Company's Common Stock subject to
the Award as indicated in the Grant Notice. Defined terms not explicitly defined
in this Restricted Stock Bonus Award Agreement but defined in the Plan shall
have the same definitions as in the Plan.
The details of your Award are as follows:
1. VESTING. Subject to the limitations contained herein, your Award will
vest as provided in the Grant Notice, provided that vesting will cease upon the
termination of your Continuous Service.
2. NUMBER OF SHARES. The number of shares subject to your Award may be
adjusted from time to time for Capitalization Adjustments, as provided in the
Plan.
3. SECURITIES LAW COMPLIANCE. You may not be issued any shares under your
Award unless the shares are either (i) then registered under the Securities Act
or (ii) the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. Your Award must also comply
with other applicable laws and regulations governing the Award, and you will not
receive such shares if the Company determines that such receipt would not be in
material compliance with such laws and regulations.
4. RIGHT OF FIRST REFUSAL. Shares that are received under your Award are
subject to any right of first refusal that may be described in the Company's
bylaws in effect at such time the Company elects to exercise its right.
5. RIGHT OF REACQUISITION.
(a) To the extent provided in the Company's bylaws, as amended from
time to time, the Company shall have the right to reacquire all or any part of
the shares received pursuant to your Award (a "Reacquisition Right").
(b) To the extent a Reacquisition Right is not provided in the
Company's bylaws, as amended from time to time, the Company shall have a
Reacquisition Right as to the shares you received pursuant to your Award that
have not as yet vested in accordance with the Vesting Schedule on the Grant
Notice ("Unvested Shares") on the following terms and conditions:
(i) The Company shall, simultaneously with termination of your
Continuous Service, automatically reacquire for no consideration all of the
Unvested Shares,
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unless the Company agrees to waive its Reacquisition Right as to some or all of
the Unvested Shares. Any such waiver shall be exercised by the Company by
written notice to you or your representative (with a copy to the Escrow Holder
as defined below) within ninety (90) days after the termination of your
Continuous Service, and the Escrow Holder may then release to you the number of
Unvested Shares not being reacquired by the Company. If the Company does not
waive its Reacquisition Right as to all of the Unvested Shares, then upon such
termination of your Continuous Service, the Escrow Holder shall transfer to the
Company the number of shares the Company is reacquiring.
(ii) The Company shall have the right to reacquire Unvested
shares for no monetary consideration (that is, for $0.00).
(iii) The shares issued under your Award shall be held in
escrow pursuant to the terms of the Joint Escrow Instructions attached to the
Grant Notice as Attachment IV. You agree to execute two (2) Assignment Separate
From Certificate forms (with date and number of shares blank) substantially in
the form attached to the Grant Notice as Attachment III and deliver the same,
along with the certificate or certificates evidencing the shares, for use by the
escrow agent pursuant to the terms of the Joint Escrow Instructions.
(iv) Subject to the provisions of your Award, you shall,
during the term of your Award, exercise all rights and privileges of a
shareholder of the Company with respect to the shares deposited in escrow. You
shall be deemed to be the holder of the shares for purposes of receiving any
dividends which may be paid with respect to such shares and for purposes of
exercising any voting rights relating to such shares, even if some or all of
such shares have not yet vested and been released from the Company's
Reacquisition Right.
(v) If, from time to time, there is any stock dividend, stock
split or other change in the character or amount of any of the outstanding stock
of the corporation the stock of which is subject to the provisions of your
Award, then in such event any and all new, substituted or additional securities
to which you is entitled by reason of your ownership of the shares acquired
under your Award shall be immediately subject to the Reacquisition Right with
the same force and effect as the shares subject to this Reacquisition Right
immediately before such event.
6. RESTRICTIVE LEGENDS. The shares issued under your Award shall be
endorsed with appropriate legends determined by the Company.
7. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or
service contract, and nothing in your Award shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company
or an Affiliate, or on the part of the Company or an Affiliate to continue your
employment. In addition, nothing in your Award shall obligate the Company or an
Affiliate, their respective shareholders, boards of directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.
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8. WITHHOLDING OBLIGATIONS.
(a) At the time your Award is made, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any
other amounts payable to you, and otherwise agree to make adequate provision for
any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate, if any, which arise in
connection with your Award.
(b) Unless the tax withholding obligations of the Company and/or any
Affiliate are satisfied, the Company shall have no obligation to issue a
certificate for such shares or release such shares from any escrow provided for
herein.
9. TAX CONSEQUENCES. The acquisition and vesting of the shares may have
adverse tax consequences to you that may avoided or mitigated by filing an
election under Section 83(b) of the Internal Revenue Code, as amended (the
"Code"). Such election must be filed within thirty (30) days after the date of
your Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE
COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU
REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF.
10. NOTICES. Any notices provided for in your Award or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.
11. MISCELLANEOUS.
(a) The rights and obligations of the Company under your Award shall
be transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. Your rights and obligations under your Award
may only be assigned with the prior written consent of the Company.
(b) You agree upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.
(c) You acknowledge and agree that you have reviewed your Award in
its . entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Award and fully understand all provisions of your
Award.
12. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your Award, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.
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AMERICAN REPROGRAPHICS COMPANY
2005 STOCK PLAN
FORM OF RESTRICTED STOCK PURCHASE AWARD AGREEMENT
American Reprographics Company (the "Company") wishes to sell to you, and
you wish to purchase, shares of Common Stock from the Company, pursuant to the
provisions of the Company's 2005 Stock Plan (the "Plan").
Therefore, pursuant to the terms of the Restricted Stock Purchase Award
Grant Notice ("Grant Notice") and this Restricted Stock Purchase Award Agreement
("Agreement") (collectively, the "Award"), the Company grants you right to
purchase the number of shares of Common Stock indicated in the Grant Notice.
Defined terms not explicitly defined in this Agreement but defined in the Plan
shall have the same definitions as in the Plan.
The details of your Award are as follows:
1. AGREEMENT TO PURCHASE. You hereby agree to purchase from the Company,
and the Company hereby agrees to sell to you, the aggregate number of shares of
Common Stock specified in your Grant Notice at the specified Purchase Price per
Share. You may not purchase less than the aggregate number of shares specified
in the Grant Notice.
2. CLOSING. The purchase and sale of the shares shall be consummated as
follows:
(a) You may purchase the shares by delivering the Total Purchase
Price specified in your Grant Notice to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours, on the
Closing Date specified in the Grant Notice (or at such other time and place as
you and the Company may mutually agree upon in writing) along with such
additional documents as the Company may then require.
(b) You agree to execute two (2) copies of the Assignment Separate
From Certificate (with date and number of shares blank) substantially in the
form attached to the Grant Notice as Attachment III and to execute Joint Escrow
Instructions substantially in the form attached to the Grant Notice as
Attachment IV and to deliver the same to the Company on the Closing Date, along
with the certificate or certificates evidencing the shares, for use by the
Escrow Agent pursuant to the terms of the Joint Escrow Instructions.
3. METHOD OF PAYMENT. You may elect to make payment of the Purchase Price
as follows:
(a) In cash or by check.
(b) By delivery of already-owned shares of Common Stock that either
have been held for the period required to avoid a charge to the Company's
reported earnings (generally six months) or were not acquired, directly or
indirectly from the Company, that are
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owned free and clear of any liens, claims, encumbrances or security interests,
and that are valued at Fair Market Value on the date of exercise as determined
by the Company. "Delivery" for these purposes shall include delivery to the
Company of your attestation of ownership of such shares of Common Stock in a
form approved by the Company. Notwithstanding the foregoing, you may not pay for
the shares by tender to the Company of Common Stock to the extent such tender
would constitute a violation of the provisions of any law, regulation or
agreement restricting the redemption of the Company's stock.
4. VESTING. Subject to the limitations contained herein, the shares you
purchase will vest as provided in the Grant Notice, provided that vesting will
cease upon the termination of your Continuous Service.
5. NUMBER OF SHARES AND PURCHASE PRICE. The number of shares subject to
your Award and your Purchase Price may be adjusted from time to time for
Capitalization Adjustments, as provided in the Plan.
6. SECURITIES LAW COMPLIANCE. You will not be issued any shares under your
Award unless the shares are either (a) then registered under the Securities Act
or (b) the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. Your Award must also comply
with other applicable laws and regulations governing the Award, and you will not
receive such shares if the Company determines that such receipt would not be in
material compliance with such laws and regulations.
7. RIGHT OF FIRST REFUSAL. Shares that are received under your Award are
subject to any right of first refusal that may be described in the Company's
bylaws in effect at such time the Company elects to exercise its right.
8. PURCHASE OPTION.
(a) To the extent provided in the Company's bylaws, as amended from
time to time, the Company shall have the right to reacquire all or any part of
the shares received pursuant to your Award (a "Purchase Option").
(b) To the extent a Purchase Option is not provided in the Company's
bylaws, as amended from time to time, the Company shall have a Purchase Option
as to the shares you received pursuant to your Award that have not as yet vested
in accordance with the Vesting Schedule on the Grant Notice ("Unvested Shares")
on the following terms and conditions:
(i) The Company shall, simultaneously with termination of your
Continuous Service, automatically reacquire for your original Purchase Price as
specified in the Grant Notice all of the Unvested Shares, unless the Company
agrees to waive its Purchase Option as to some or all of the Unvested Shares.
Any such waiver shall be exercised by the Company by written notice to you or
your representative (with a copy to the Escrow Agent) within ninety (90) days
after the termination of your Continuous Service, and the Escrow Agent may then
release to you the number of Unvested Shares not being reacquired by the
Company. If the Company does not waive its Purchase Option as to all of the
Unvested Shares, then upon such termination of your Continuous Service, the
Escrow Agent shall transfer to the Company the number of shares the Company is
reacquiring.
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(ii) The Company shall pay for the reacquired Unvested Shares
in cash within ninety (90) days after the termination of your Continuous
Service.
(iii) The shares issued under your Award shall be held in
escrow pursuant to the terms of the Joint Escrow Instructions attached to the
Grant Notice as Attachment IV.
(iv) Subject to the provisions of your Award, you shall
exercise all rights and privileges of a shareholder of the Company with respect
to the shares deposited in escrow. You shall be deemed to be the holder of the
shares for purposes of receiving any dividends that may be paid with respect to
such shares and for purposes of exercising any voting rights relating to such
shares, even if some or all of such shares have not yet vested and been released
from the Company's Purchase Option.
(v) If, from time to time, there is any stock dividend, stock
split or other change in the character or amount of any of the outstanding stock
of the corporation the stock of which is subject to the provisions of your
Award, then in such event any and all new, substituted or additional securities
to which you are entitled by reason of your ownership of the shares acquired
under your Award shall be immediately subject to the Purchase Option with the
same force and effect as the shares subject to this Purchase Option immediately
before such event.
9. RESTRICTIVE LEGENDS. The shares issued under your Award shall be
endorsed with appropriate legends determined by the Company.
10. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or
service contract, and nothing in your Award shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company
or an Affiliate, or on the part of the Company or an Affiliate to continue your
employment. In addition, nothing in your Award shall obligate the Company or an
Affiliate, their respective shareholders, boards of directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.
11. WITHHOLDING OBLIGATIONS.
(a) At the time your Award is made, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any
other amounts payable to you, and otherwise agree to make adequate provision for
any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate, if any, which arise in
connection with your Award.
(b) Unless the tax withholding obligations of the Company and/or any
Affiliate are satisfied, the Company shall have no obligation to issue a
certificate for such shares or release such shares from any escrow provided for
herein.
12. TAX CONSEQUENCES. The acquisition and vesting of the shares may have
adverse tax consequences to you that may avoided or mitigated by filing an
election under Section 83(b) of the Code. Such election must be filed within
thirty (30) days after the date your
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purchase the shares pursuant to your Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN
RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE
SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR
BEHALF.
13. NOTICES. Any notices provided for in your Award or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.
14. MISCELLANEOUS.
(a) The rights and obligations of the Company under your Award shall
be transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. Your rights and obligations under your Award
may only be assigned with the prior written consent of the Company.
(b) You agree upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.
(c) You acknowledge and agree that you have reviewed your Award in
its entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Award and fully understand all provisions of your
Award.
15. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your Award, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.
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