Exhibit 10.4
RESTRICTED STOCK AGREEMENT
UNDER THE THIRD AMENDED AND RESTATED
WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN
WHEREAS, WESTWOOD HOLDINGS GROUP, INC., a Delaware corporation (the
"Company") previously established the Third Amended and Restated Westwood
Holdings Group, Inc. Stock Incentive Plan (the "Plan"); and
WHEREAS, this RESTRICTED STOCK AGREEMENT (the "Agreement"), is made as
of the ___ day of ____________, 20__, between the Company and _________________
(the "Employee"), and sets forth the terms of the Restricted Shares (as defined
below) issued to Employee pursuant to the Plan's terms; and
WHEREAS, all of the terms and provisions of the Plan are incorporated
herein by reference and made a part hereof, and all capitalized terms used but
not defined in this Agreement have the meanings set forth in the Plan.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Grant of Restricted Stock. The Company hereby grants to Employee, on
the terms and conditions hereinafter set forth, ______ shares of the
presently authorized but unissued Common Stock, $.01 par value per
share, of the Company (the "Restricted Stock").
2. Issue Date and Vesting.
A. The Issue Date of the Restricted Stock shall be
________________, 20__.
B. The Restricted Stock granted to Employee hereunder, subject to
the other terms and conditions set forth herein, shall become
vested in accordance with the following schedule:
CUMULATIVE PERCENTAGE
VESTING DATE OF STOCK VESTED
-------------------------- ---------------------
Issue Date 0%
-------------------------- ----%
-------------------------- ----%
-------------------------- ----%
-------------------------- ----%
In addition, upon the death of the Employee, all of the
Restricted Stock shall become 100% vested, effective upon the
date of death.
C. Upon termination of employment of Employee (for any reason
other than death), any shares of Restricted Stock that have
not vested shall be forfeited to the Company without
consideration.
3. Employment of Employee. As an inducement to the Company to issue the
Restricted Stock to Employee, and as a condition thereto, Employee
acknowledges and agrees that, without limitation of his or her rights
under his or her employment agreement with the Company, if any, neither
the issuance of the Restricted Stock to Employee nor any provision
contained herein shall entitle Employee to remain in the employment of
the Company or its affiliates or affect the right of the Company to
terminate Employee's employment at any time.
4. Restrictions on Transfer.
A. Under no circumstances shall any sale or other transfer of any
shares of Restricted Stock be valid unless and until the
shares proposed to be sold or transferred are vested.
B. The spouse of Employee shall execute a signature page to this
Agreement as of the date hereof and agree to be bound in all
respects by the terms hereof to the same extent as Employee.
The spouse further agrees that should he/she predecease
Employee or become divorced from Employee, any of the shares
of Restricted Stock which such spouse may own or in which
he/she may have an interest shall remain subject to this
Agreement.
5. Notices; Deliveries. Any notice or delivery required to be given under
the terms of this Agreement shall be addressed to the Company at its
principal office, and any notice or delivery to be given to Employee
shall be addressed to him or her at the address given by him or her
beneath his or her signature hereto or such other address as either
party hereto may hereafter designate in writing to the other. Any such
notice or delivery shall be deemed to have been duly given when
addressed as aforesaid, registered or certified mail, and deposited
(postage or registration or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States.
6. Disputes. As a condition of the granting of the Restricted Stock
hereby, Employee and his or her heirs and successors agree that any
dispute or disagreement which may arise hereunder shall be determined
by the Company's Board of Directors in its sole discretion and
judgment, and that any such determination and any interpretation by the
Board of Directors of the terms of this grant of Restricted Stock shall
be final and shall be binding and conclusive, for all purposes, upon
the Company, Employee, his or her heirs and personal representatives.
7. Certificates.
A. The certificate(s) representing the shares of Restricted Stock
granted hereby will be stamped or otherwise imprinted with the
legend required by the Plan with respect to any applicable
restrictions on the sale or transfer of such shares, and the
stock transfer records of the Company will reflect stop
transfer instructions with respect to such shares.
B. At the election of the Company, the Company may retain the
certificate(s) representing the shares of Restricted Stock
granted to Employee pursuant to this Agreement until such time
as the vesting restrictions set forth in Section 2 have
lapsed. Within a reasonable time thereafter, the Company will
deliver to Employee a new certificate representing such
shares, free of the legend referred to in paragraph A above.
The issuance of such certificate shall not affect any
restrictions upon the transferability of such shares pursuant
to applicable law or otherwise.
C. If the Company elects to issue the certificate(s) representing
the shares of Restricted Stock granted hereunder prior to the
termination or lapse of the restrictions on vesting, the
legend referred to in paragraph A above shall remain on such
certificate(s) until such time as the vesting restrictions
have terminated or lapsed or are removed by the Board of
Directors.
8. Restricted Stock Subject to Plan. The Restricted Stock granted hereby
is subject to the Plan. If a conflict exists between any term or
provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail.
9. Miscellaneous.
A. Employee hereby agrees that (i) Employee is acquiring the
Restricted Stock for investment purposes and not with a view
to the resale or distribution thereof; (ii) the Company may
withhold from Employee any payment or consideration to be paid
to Employee by the Company, any tax which the Company believes
is required to be withheld with respect to any benefit under
the Plan or this Restricted Stock Agreement, and to hold as
security for the amount to be withheld any property otherwise
distributable to Employee under the Plan until the amounts
required to be withheld have been so withheld; and (iii)
Employee will make appropriate arrangements with the Company
for satisfaction of any applicable federal, state or local
income tax, withholding requirements or like requirements.
B. If any party to this Agreement so required under this
Agreement falls or refuses to comply with the provisions of
this Agreement, then in addition to any other remedies
provided by law or this Agreement, the party affected thereby
may institute and maintain a proceeding to compel the specific
performance of this Agreement by the party so defaulting.
C. Within 30 days after the date of this Agreement, Employee may
make an election with the Internal Revenue Service under
Section 83(b) of the Internal Revenue Code and the regulations
promulgated thereunder.
D. This Agreement shall be binding upon and inure to the benefit
of any successor or successors of the Company.
E. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Texas.
F. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which
collectively shall constitute a single instrument.
G. If any one or more of the provisions or parts of a provision
contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect in any
jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of
this Agreement or any other jurisdiction, but this Agreement
shall be reformed and construed in any such jurisdiction as if
such invalid or illegal or unenforceable provision or part of
a provision had never been contained herein and such provision
or part shall be reformed so that it would be valid, legal and
enforceable to the maximum extent permitted in such
jurisdiction.
IN WITNESS WHEREOF, the Company has, as of the date and place first
above written, caused this Agreement to be executed on its behalf by its
authorized officer and Employee has hereunto set his or her hand as of the date
and place first above written.
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Its: Chief Executive Officer
EMPLOYEE SIGNATURE PAGE
-----------------------
TO RESTRICTED STOCK AGREEMENT
-----------------------------
Employee Name: __________________________
Signature __________________________
Address: __________________________
I, the undersigned, being the spouse of the above-named Employee,
hereby acknowledge that I have read and understand the foregoing Restricted
Stock Agreement under the Third Amended and Restated Westwood Holdings Group,
Inc. Stock Incentive Plan, and I agree to be bound by the terms thereof.
Spouse Name: __________________________
Signature __________________________
Address: __________________________
