STAGE STORES, INC. RESTRICTED STOCK AWARD AGREEMENT
EXHIBIT
10.5
STAGE
STORES, INC.
THIS RESTRICTED STOCK AWARD
AGREEMENT is made effective as of the _____ day of __________, 20_____
(the "Effective Date"), by and between STAGE STORES, INC., a Nevada
corporation (hereinafter called the "Company"), and __________, an employee of
the Company, its subsidiaries or its affiliates (hereinafter called the
"Employee").
WHEREAS, the Board of
Directors of the Company (the "Board") has adopted the Stage Stores, Inc.
Amended and Restated 2001 Equity Incentive Plan (the "Plan"); and
WHEREAS, the Company considers
it desirable and in the Company's best interests that the Employee be given an
opportunity to acquire Common Shares in furtherance of the Plan to provide
incentive for the Employee to remain an employee of the Company, its
subsidiaries or its affiliates and to promote the growth, earnings and success
of the Company.
NOW, THEREFORE, in
consideration of the premises, it is agreed as follows:
1. GRANT OF
RESTRICTED STOCK. The Company
hereby grants to Employee as of the Effective Date a restricted stock award of
__________ shares (the “Restricted Stock Award”) of the Company’s presently
authorized voting common stock, par value $0.01 (the “Common Shares”), pursuant
to the terms and conditions contained herein and the terms and conditions of the
Plan.
2. PERIOD OF
RESTRICTION. The Employee will
become fully vested with respect to this Restricted Stock Award based on the
schedule below, provided the Employee continuously serves as an employee of the
Company at all times beginning with the date of this Agreement and continuing
until ___________, 20___ (the “Restricted Period”).
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Cumulative
Portion
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Vesting
Date
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Shares
Vest
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_________
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One-Third
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_________
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Two-Thirds
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_________
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Three-Thirds
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However, the
shares will fully vest if employee is terminated by the Company without cause or
if employee terminates his employment by “resignation with good reason” prior to
________, 20___.
3. SHAREHOLDER
RIGHTS. During the
Restricted Period, the Restricted Stock Award will be held in book name by the
Company. Subject to the terms of this Agreement, the Employee shall
have all rights of a shareholder with respect to the Restricted Stock Award
during the Restricted Period, including the right to vote and receive dividends,
if any, on the Restricted Stock Award, provided that the Restricted Stock Award
has not been forfeited to the Company pursuant to Section 4
below.
4. TERMINATION
OF EMPLOYMENT. If during the
Restricted Period Employee’s employment with the Company terminates for any
reason whatsoever, the Employee shall, for no consideration, forfeit to the
Company (as of the date of termination of employment) all of the Employee’s
right, title and interest in and to the Restricted Stock Award.
If
the Employee has been continuously employed with the Company since the Effective
Date and should, while in such employment, (i) die, (ii) terminate such
employment by reason of Disability, or (iii) terminate such employment due to
retirement, all restrictions shall be cancelled and the Restricted Stock Award
shall be fully vested. For purposes of this Agreement, the
determination of whether termination is due to retirement shall be made by the
Committee in its sole and absolute discretion.
6. ISSUANCE OF COMMON
SHARES.
(a) Upon
the expiration of the Restricted Period without forfeiture, the Company shall
cause a certificate or certificates to be issued to the Employee for the number
of Common Shares under the Restricted Stock Award. Common Shares
issued pursuant to this Agreement which have not been registered with the
Securities and Exchange Commission shall bear the following legend:
The
Securities represented by this Certificate have not been registered under the
United States Securities Act of 1933 (the "Act") and are “restricted securities”
as that term is defined in Rule 144 under the Act. The Securities may
not be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company.
(b) The
Company shall not be required to transfer or deliver any certificate or
certificates for Common Shares under this Agreement: (i) until
after compliance with all then applicable requirements of law; and
(ii) prior to admission of the Common Shares to listing on any stock
exchange on which the Common Shares may then be listed. In no event
shall the Company be required to issue fractional shares to the Employee or her
successor.
7. GENERAL
RESTRICTIONS. The grant of the
Restricted Stock Award under this Agreement shall be subject to the requirement
that, if at any time the Board shall determine that (i) the listing,
registration or qualification of the shares of Common Shares subject or related
thereto upon any securities exchange or under any state or Federal law,
(ii) the consent or approval of any government regulatory body, or
(iii) an agreement by the Employee with respect to the disposition of
Common Shares is necessary or desirable as a condition of, or in connection
with, the issuance of Common Shares thereunder, then the issuance of the Common
Shares may not be consummated in whole or in part unless the listing,
registration, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the
Board.
8. ASSIGNMENT. The rights under
this Agreement shall not be assignable or transferable by the Employee, except
by will or by the laws of descent and distribution. Any attempted
assignment, transfer, pledge, hypothecation, or other disposition of the rights
under this Agreement contrary to the provisions hereof shall be null and void
and without effect.
9.
WITHHOLDING
TAXES. Whenever the
Company proposes or is required to issue or transfer Common Shares under this
Agreement, the Company shall have the right to require the Employee to remit to
the Company an amount sufficient to satisfy any Federal, state and/or local
withholding tax requirements prior to the delivery of any certificate or
certificates for the Common Shares. Alternatively, the Company may
issue or transfer the Common Shares net of the number of shares sufficient to
satisfy the withholding tax requirements. For withholding tax
purposes, the Common Shares shall be valued on the date the withholding
obligation is incurred.
10.
RIGHT TO
TERMINATE EMPLOYMENT. Nothing in this
Agreement shall confer upon the Employee the right to continue in the employment
of the Company, its subsidiaries or its affiliates or affect any right which the
Company, its subsidiaries or its affiliates may have to terminate the employment
of the Employee.
11. ADJUSTMENTS. In the event of
any change in the outstanding common stock of the Company by reason of stock
splits, reverse stock splits, stock dividends or distributions,
recapitalization, reorganization, merger, consolidation, split-up, combination,
exchange of shares or the like, the Board shall appropriately adjust the number
of Common Shares issuable under this Agreement, and any and all other matters
deemed appropriate by the Board.
12. STOCK
RESERVED. The Company shall
at all times during the term of this Agreement reserve and keep available the
number of Common Shares necessary and sufficient to satisfy the terms of this
Agreement.
13. SEVERABILITY. Every part, term
or provision of this Agreement is severable from the
others. Notwithstanding any possible future finding by a duly
constituted authority that a particular part, term or provision is invalid, void
or unenforceable, this Agreement has been made with the clear intention that the
validity and enforceability of the remaining parts, terms and provisions shall
not be affected thereby.
14. NOTICE. Any notice to be
delivered under this Agreement shall be given in writing and delivered,
personally or by certified mail, postage prepaid, addressed to the Company or
the Employee at their last known address.
15. GOVERNING
LAW. This Agreement
shall be construed in accordance with and governed by the applicable Federal law
and, to the extent otherwise applicable, the laws of the State of
Nevada.
16. HEADINGS. The headings in
this Agreement are for convenience only and shall not be used to interpret or
construe the provisions.
17. BINDING
EFFECT. This Agreement
shall be binding upon and inure to the benefit of any successor or successors of
the Company.
18. INCORPORATION
OF PLAN. The Restricted
Stock Award is granted pursuant to the terms of the Plan, which is incorporated
herein by reference, and this Agreement shall in all respects be interpreted in
accordance with the Plan. If there is any inconsistency between the
terms of this Agreement and the terms of the Plan, the Plan’s terms shall
completely supersede and replace the conflicting terms of this
Agreement. All capitalized terms shall have the meanings ascribed to
them in the Plan, unless specifically set forth otherwise herein.
IN
WITNESS WHEREOF, the parties hereto have caused this Restricted Stock Award
Agreement to be executed as of the Effective Date.
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"COMPANY"
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STAGE
STORES, INC.,
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____________________________________________
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__________________,
_____________________
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"EMPLOYEE"
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____________________________________________
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______________________,
an individual
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