Page 44
Exhibit 10.8(c)
CONE XXXXX CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
Agreement, dated November 10, 1997, by and between Cone Xxxxx Corporation and
FIELD (MANAGEMENT NAME), a key management employee of Cone Xxxxx Corporation
("Grantee").
1. Plan
Pursuant to the Cone Xxxxx Corporation Amended and Restated 1992 Stock Plan
(the "Plan"), the Grantee is hereby awarded restricted stock. Terms defined
in the Plan are used in this Agreement as defined in the Plan.
2. Award of Restricted Stock
The Company hereby grants to the Grantee a total of FIELD (rsshares) shares
of Restricted Stock. The shares of Restricted Stock subject to this
Agreement shall be issued to the Grantee pursuant to the Plan upon the
following terms and conditions:
2.1 The restriction period shall expire for the respective shares as set
forth below, or if earlier, upon the Grantee's death or disability (as
defined under the then established policies of the Company).
_____________ shares on November 9, 2000
_____________ shares on November 9, 2001
_____________ shares on November 9, 2002
2.2 Shares of Restricted Stock are forfeitable if the Grantee ceases to be
an employee of Cone Xxxxx Corporation before the end of the
restriction period for any reason other than death or disability.
2.3 Prior to the end of the restriction period and prior to forfeiture,
the Grantee shall have all rights of a shareholder, including the
right to receive dividends paid on the shares of Restricted Stock and
the right to vote the shares.
2.4 Certificates issued for the shares of Restricted Stock will be
registered in the name of the Grantee but will be deposited with a
duly endorsed stock power with the Secretary of Cone Xxxxx Corporation
Page 45
Exhibit 10.8(c) (continued)
to be held until the restriction period has lapsed. Certificates will
bear a restrictive legend referencing restrictions and conditions.
2.5 When the restriction period has lapsed, new certificates without the
restrictive legend will be issued.
2.6 During the restriction period, shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered by the
Grantee.
2.7 The Grantee is responsible for payment of all federal, state and local
income taxes for which he may be liable as a result of the grant of
Restricted Stock.
2.8 This Agreement is subject to the terms and conditions of the Plan,
which are incorporated herein by reference and made a part hereof, but
the terms of the Plan shall not be considered an enlargement of any
benefits under this Agreement.
2.9 If the Corporation shall be a party to any merger or consolidation in
which it is not the surviving corporation or pursuant to which the
shareholders of the Corporation exchange their Common Stock, or if the
Corporation shall dissolve or liquidate or sell all or substantially
all of its assets, all unvested Restricted Stock outstanding under
this Agreement shall terminate on the effective date of such merger,
consolidation, dissolution, liquidation or sale; provided, however,
that the Committee in its discretion, may prior to such effective
date, accelerate the time at which any stock restrictions may lapse,
may authorize a payment to each grantee that approximates the economic
benefit that the grantee would realize if the stock was vested
immediately before such effective date, may authorize a payment in
such other amount as it deems appropriate to compensate each grantee
for the termination of the grant, or may arrange for the granting of a
substitute grant to each grantee.
3. Grantee Bound by Plan
The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to
be bound by all the terms and provisions thereof.
Page 46
Exhibit 10.8(c) (continued)
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its
behalf as of the 10th day of November, 1997.
CONE XXXXX CORPORATION
By:
_________________________________________
Xxxxx X. Xxxxxxxxxxx
Vice President and Secretary
Accepted and agreed to as of the __ day of November, 1997.
___________________________________________________________________
(Grantee's signature)
Page 47
Exhibit 10.8(c) (continued)
CONE XXXXX CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
Beneficiary Designation
I designate such of the following as survive me as Beneficiary to receive any
shares of Restricted Stock due me under the Cone Xxxxx Corporation Amended and
Restated 1992 Stock Plan following my death. If any named Beneficiary shall fail
to survive me, his or her share shall be divided pro rata among those who do
survive, in proportion to his or her respective shares.
Name Relation Shares
---- -------- ------
_____________________ ________________________ ___________%
_____________________ ________________________ ___________%
_____________________ ________________________ ___________%
In the event none of the above-named shall survive me, I designate such of the
following as survive me as Beneficiary, in the same fashion as set forth above.
Name Relation Shares
---- -------- ------
_____________________ ________________________ ___________%
_____________________ ________________________ ___________%
_____________________ ________________________ ___________%
ATTEST:
By: _____________________________ ______________________________
(Authorized Signature) (Participant's signature)
CONE XXXXX CORPORATION
Date: _______________________
