RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10(t)
THIS
AGREEMENT is made as of the ____ day of ______________ (the “Grant Date”), by
and between Tasty Baking Company (“Company”) and ______________________________
(“Grantee”).
WHEREAS,
Grantee is a valued employee of the Company and/or one of its subsidiaries
(collectively referred to as the “Employer”); and
WHEREAS,
the Company’s Board of Directors adopted the Tasty Baking Company 1997 Long Term
Incentive Plan (“Plan”) on ___________, 1997, and the Plan was approved by
shareholders of the Company on ___________, 1997; and
WHEREAS,
as additional compensation for Grantee’s past and future services to the
Employer, and to induce the Grantee to continue his or her efforts to enhance
the value of the Company for shareholders, generally, and pursuant to the
actions of the Company’s Board of Directors and the Board’s Compensation
Committee (the “Committee”) on the Grant Date, the Company wishes to transfer
shares of Common Stock of the Company to Grantee pursuant to the terms of the
Plan, subject to the conditions set forth herein.
NOW,
THEREFORE, the Company and Grantee hereby agree as follows:
1. As
of the
Grant Date, the Company shall transfer to Grantee __________________ (________)
shares of the Company’s common stock, par value $.50 per share (“Award Shares”),
at which time Grantee shall become the beneficial owner of the Award Shares
so
transferred, with the right to vote the Award Shares and receive dividends
with
respect to the Award Shares, subject to the risk of forfeiture conditions and
transfer restrictions set forth herein.
2. (a) The
Grantee’s right to beneficial ownership of the Award Shares shall become
permanently vested and nonforfeitable, and they shall be released from the
transfer restrictions set forth herein on the earlier of (i) fifth anniversary
of the Grant Date, provided that Grantee remains in the continuous employment
of
the Employer as of such date; or (ii) upon the retirement of the Grantee with
the approval of the Company.
(b) Prior
to
the vesting of the Award Shares pursuant to Paragraph 2(a), above, no Award
Share (including any shares received by Grantee with respect to the Award Shares
as a result of stock dividends, stock splits or any other form of
recapitalization or a similar transaction affecting the Company’s securities
without receipt of consideration) may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, alienated or encumbered.
(c) If
the
Grantee’s employment with the Employer is terminated for any reason (excluding
death) before he or she has become vested in the Award Shares pursuant to
Paragraph 2(a), above, the Grantee shall forfeit the Award Shares, whether
or
not the Grantee is reemployed by the Employer.
(d) If
a
Grantee dies while in the employ of the Employer prior to the vesting of the
Award Shares pursuant to Paragraph 2(a), above, all of the Award Shares shall
become nonforfeitable and shall be delivered to the beneficiary designated
by
the Grantee pursuant to such rules and procedures established by the Committee.
3. Unless
the
Grantee and the Company make other arrangements satisfactory to the Company
with
respect to the payment of withholding taxes, upon vesting of the Award Shares
pursuant to Paragraph 2(a) above, the Award Shares shall be reduced by that
number of Award Shares having a value, as of the date they become vested, equal
to the minimum amount of Federal, state and local taxes required to be withheld
with respect to such Award Shares.
4.
Nothing
in
this Agreement shall confer upon Grantee any right to continue in the employ
of
the Employer or any affiliate thereof, or shall interfere with or restrict
in
any way the rights of such person to terminate Grantee’s employment at any time,
subject to the terms of any employment agreement by and between the Employer
and
Grantee.
5.
This
Award
Agreement is subject to the terms of the Plan, and the Grantee hereby
acknowledges receipt of a copy of the Plan. All capitalized terms not defined
herein shall have the definition set forth in the Plan.
6.
This
Agreement shall be governed by the substantive law of the Commonwealth of
Pennsylvania, without giving effect to the choice of law principles
thereof.
The
parties hereby have entered into this Agreement with intent to be legally bound
hereby, as of the first date set forth above.
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ATTEST:
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TASTY
BAKING COMPANY
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___________________________________
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By:________________________________
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signature
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title | ||
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Witness:
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GRANTEE
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___________________________________
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___________________________________
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signature
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