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EXHIBIT 10.1
[BELDEN LOGO]
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
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NUMBER OF SHARES OF
GRANTED TO: GRANT DATE XXXXXX INC. COMMON SOCIAL SECURITY NUMBER
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XXXXX X. XXXX MAY 7, 2003 2,000 XXX-XX-XXXX
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This Agreement is made between Xxxxxx Inc., a Delaware corporation, having its
principal office in St. Louis, Missouri (the "Company"), and the undersigned, a
non-employee director of the Company.
The parties have agreed as follows:
1. Pursuant to the 2003 Xxxxxx Inc. Long-Term Incentive Plan (the "Plan"),
the Company grants to the director a restricted stock award in the
number of shares of the Company's common stock, par value $.01 per
share, noted above (the "Restricted Shares"), on the grant date,
subject to the following conditions and the terms and conditions of the
Plan:
(a) Transfer Restrictions. The Restricted Shares shall not be
sold, exchanged, transferred, pledged, or otherwise disposed
of before the director's departure from the Board of Directors
of the Company, other than for cause. However, to meet the
requirements of Rule 16b-3 under the Securities and Exchange
Act of 1934, a director will not be permitted to transfer the
Restricted Shares prior to the expiration of six (6) months
from the grant date.
(b) Disability/Death. In the event of disability or death of the
director during continued service with the Company, the
Transfer Restrictions shall lapse and be of no further force
or effect and the shares shall be deemed fully vested, unless
the date of disability or death occurs prior to the expiration
of six months from the date of grant.
(c) Transferability. Prior to the lapsing of the Transfer
Restrictions, no Restricted Shares shall be transferable by a
non-employee director except pursuant to a qualified domestic
relations order (as defined by the Internal Revenue Code).
(d) Change of Control. In the event of a Change of Control, as
defined in the Plan, the restrictions applicable to all shares
of Restricted Shares shall lapse and such shares shall be
deemed fully vested.
The Committee has the absolute discretion to determine whether to issue
share certificates for any Restricted Shares awarded to the director
while they are subject to any Transfer Restrictions. Thereafter, the
director will be entitled to receive share certificates for such
shares.
The Restricted Shares granted under this Agreement are subject to the
Company's registering the shares under applicable securities laws.
2. Subject to the Transfer Restrictions, the director shall have all of
the rights of a shareholder of the Company with respect to such
Restricted Shares, including the right to vote such Restricted Shares
and to receive all dividends or other distributions paid with respect
to such Restricted Shares.
3. To the extent the issuance of Restricted Shares or the lapse of
Transfer Restrictions results in the receipt of compensation to the
director, the Company is authorized to withhold from any cash
compensation then or thereafter payable to the director any tax
required to be withheld by reason of the receipt of compensation
resulting from the award, the issuance of shares or the lapse of the
Transfer Restrictions.
4. The director authorizes the Company or its agent to retain custody of
any certificates representing the Restricted Shares awarded by this
Agreement until the Transfer Restrictions lapse. The director agrees to
take any action, and consents to taking such action by the Company,
with respect to the Restricted Shares awarded by this Agreement to
achieve compliance with applicable laws or regulations. Any
determination by the Company's legal counsel with respect to such need
for any action to achieve compliance shall be final and binding.
5. The Compensation Committee of the Company (the "Committee") shall have
authority, subject to the express provisions of the Plan, to construe
this Agreement and the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to make all other determinations
in the judgment of the Committee necessary or desirable for the
administration of the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in
this Agreement in the manner and to the extent it shall deem expedient
to carry out the purpose of the Plan. All action by the Committee under
the provisions of this paragraph shall be final and binding for all
purposes.
EXHIBIT 10.1
6. Notwithstanding any provisions hereof, this Agreement and the
Restricted Shares granted hereunder shall be subject to all of the
provisions of the Plan as are in effect from time to time, which
provisions are incorporated herein by reference.
7. This Agreement shall be construed and enforced in accordance with the
laws of Delaware, other than any choice of law provisions calling for
the application of the laws of another jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
as of the Grant Date first above written.
Xxxxxx Inc.
By /s/ X. Xxxxx Xxxxxxxxxx
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X. Xxxxx Xxxxxxxxxx
Chairman, President
and Chief Executive Officer
Director Signature /s/ Xxxxx X. Xxxx
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Social Security No. ____________________________
Home Address ___________________________________
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