Exhibit 10.4
XXXX X. XXXXXXX COMPANY
1999 Stock Option Plan
Restricted Stock Agreement
This Restricted Stock Agreement evidences the grant by Xxxx X. Xxxxxxx
Company (the "Company") of restricted shares of Common Stock of the Company
("Restricted Stock") to the employee named below ("Employee") pursuant to
Section 8 of the Company's 1999 Stock Option Plan (the "Plan"). All of the
terms, conditions and definitions set forth in the Plan are incorporated herein,
and the grant of the Restricted Stock is subject to all of the terms and
conditions set forth in the Plan and in this Agreement.
Terms and Conditions
1. Name of Employee: ___________
2. Grant Date. ___________
3. Number of Shares. The Restricted Stock grant is ____ shares.
4. Dividends and Voting. Employee shall have all shareholder voting rights and
rights to dividends paid in cash with respect to the Restricted Stock. The
Company shall retain any dividends paid in stock subject to Sections 5
and 6.
5. Holding and Transfer of Stock Certificate. The Company shall issue the
Restricted Stock in the name of Employee subject to the condition that the
Company hold the same for a period of five years from the Grant Date.
Unless Employee forfeits the Restricted Stock pursuant to Section 6, the
Company shall transfer physical custody of the Restricted Stock to Employee
on the fifth anniversary of the Grant Date, free of any forfeiture
restrictions. Employee shall have no right to transfer or otherwise
alienate or assign Employee's interest in any shares of Restricted Stock,
except through the laws of descent and distribution, before physical
custody is transferred by the Company to Employee. In addition, the
forfeiture restrictions will lapse, and Employee's rights to the Restricted
Stock shall become fully vested, in the event that the Company's stock
market performance (measured by the percentage increase in value of its
Common Stock during the calendar year) in two of any three consecutive
calendar years after the Grant Date exceeds the return on the S&P 500
Index.
6. Forfeiture Restriction. Employee shall completely forfeit any interest in
the Restricted Stock (and shall receive no consideration from the Company
on account of such forfeiture) if Employee's employment with the Company
terminates for any reason whatsoever prior to the fifth anniversary of the
Grant Date, unless (a) the Committee administering the Plan in its sole
discretion waives this forfeiture condition at the time of termination of
employment, or (b) Employee's employment with the Company terminates by
reason of disability, as determined by the Committee in its sole
discretion, or death.
7. Withholding. The Company shall have the right to reduce the number of
shares of Common Stock transferred to Employee in order to satisfy
applicable federal, state and other withholding requirements, or to take
any other action the Committee acting in its sole discretion deems
applicable to the Restricted Stock.
8. Employment and Termination. Nothing in this Agreement shall give Employee
the right to continue in employment by the Company or limit the right of
the Company to terminate Employee's employment with or without cause at any
time.
9. Miscellaneous. This Agreement shall be governed by the laws of the State of
Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.
Xxxx X. Xxxxxxx Company
By:
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Employee
