Exhibit 10.2
Trans-Lux Corporation
00 Xxxxx Xxxxxx
Xxxxxxx XX 00000
Restricted Stock Agreement
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February 16, 2010
Xx. Xxxx-Xxxx Xxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxx:
The Board of Directors ("Board") has awarded Fifty Thousand (50,000) shares of
Trans-Lux Corporation common stock, par value $1.00 per share ("Stock"), to you
in the form of Restricted Stock. The term "Restricted Stock" as used in this
Award Agreement refers to the Restricted Stock awarded to you under this Award
Agreement.
This letter constitutes the Award Agreement and sets forth the terms and
conditions of your award, as determined by the Board.
1. CONSIDERATION FOR AWARD
The consideration for the Restricted Stock is your continued service to the
Corporation as a full-time employee during the Restricted Period set forth below
and your simultaneous execution of the Employment Agreement between you and
Trans-Lux Corporation dated this date. If you do not continue to perform
services for the Corporation as a full-time employee during the entire
Restricted Period, your award will be forfeited in whole or in part, as
applicable.
2. CONDITIONS TO AWARD
If you desire to accept the Restricted Stock award, you must acknowledge your
acceptance and receipt of this Award Agreement by simultaneously signing the
enclosed copy of this Award Agreement in the space provided and the Employment
Agreement and returning each to Xx. Xxxxxx Xxxxx, Executive Vice President and
Secretary, Trans-Lux Corporation, 00 Xxxxx Xxxxxx, Xxxxxxx, XX 00000.
For your acceptance to be effective and for the award to be enforceable, you
must return your signed acknowledgment and the Employment Agreement. If the
signed Award Letter and Employment Agreement are not received by February 18,
2010, this Restricted Stock award will be void and of no effect.
Upon receipt of a signed copy of this Award Agreement and Employment Agreement
the Corporation will issue a certificate in your name for the shares; however
the Corporation will maintain custody of the shares until the Restricted Period
ends or the shares are forfeited.
3. RIGHTS OF OWNERSHIP/RESTRICTIONS ON TRANSFER
Until the expiration or termination of the periods described in Section 4 below
(the "Restricted Period"), the Restricted Stock will be held in your name by the
Corporation, and you will not be entitled to delivery of a certificate(s)
representing the Restricted Stock. Nevertheless, subject to the forfeiture
provisions described below, you will be the record owner of the Restricted
Stock, will have the right to receive cash dividends, if any, on the Restricted
Stock, will have the right to vote the Restricted Stock and will generally have
the rights and privileges of a stockholder as to such Restricted Stock except
that during the Restricted Period you may not sell, transfer, assign, pledge,
use as collateral or otherwise dispose of or encumber the Restricted Stock. The
Corporation may place a legend on the certificates representing the Restricted
Stock indicating the existence of these restrictions.
Upon expiration or termination of the Restricted Period with respect to any
particular shares, and subject to the forfeiture provisions set forth below, a
certificate(s) evidencing the shares for which the restrictions have expired or
terminated will be issued in your name) and delivered to you. This certificate
will not contain the restrictive legend referred to above although it may
contain any other legend the Corporation determines is appropriate under the
securities laws. At that time, the Corporation is required to collect the
appropriate amount of federal, state and local taxes. In this regard, please
see "Timing of Taxation and Withholding" below.
By accepting this Restricted Stock award you agree for yourself, your heirs and
legatees that, unless the shares have been registered under the Securities Act
of 1933, as amended, any and all shares granted hereunder shall be acquired for
investment and not for distribution, and upon the release of any or all of the
shares subject to the award granted hereunder after the end of applicable
Restricted Period, you, or your heirs or legatees receiving such shares, shall
deliver to Trans-Lux Corporation a representation in writing that such shares
are being acquired in good faith for investment and not for distribution.
Trans-Lux Corporation may place a "stop transfer" order with respect to such
shares with its transfer agent and place an appropriate restrictive legend on
the stock certificate unless such shares are registered.
After the expiration or termination of the Restricted Period and the shares are
delivered to you, you will enjoy all of the rights and privileges associated
with ownership of the shares including the right to encumber, sell or otherwise
transfer the shares. You should note, however, that, while the shares would
thus be free of the restrictions imposed during the Restricted Period, your
ability to sell the shares may be limited under the federal securities laws,
subject to registration under the Securities Act of 1933, as amended, or an
appropriate exemption thereunder which is available. Further, the Board of
Directors expects you to retain a considerable portion of this grant since your
participation as a proprietary owner of the Corporation conveys your commitment
to the future development of the Corporation.
You have the right to designate a beneficiary (or beneficiaries) to receive your
shares in the event of your death during the Restricted Period by completing a
beneficiary designation form and returning it to the Secretary's Office at the
above address. If, at your death, a completed beneficiary designation form is
not on file at the Secretary's Office (or if your designated beneficiary
predeceases you), your shares will be transferred to the personal representative
of your estate. The beneficiary designation applies only to this grant of
Restricted Stock.
4. RESTRICTED PERIOD/FORFEITURE
Except as set forth below, all of your Restricted Stock will be forfeited and
all of your rights to the Restricted Stock will cease without further obligation
on the part of the Corporation unless you continue to provide services to the
Corporation as a regular full-time employee of the Corporation until the
expiration or termination of the Restricted Periods as set forth in the
following paragraphs.
The Restricted Stock granted hereunder will be divided into two categories and
the Restricted Period with respect to each category will expire as follows:
(i) the restrictions on the first category of one-half (50%) of the shares
will expire on the one year anniversary of the award date if you continue to be
employed as a regular full-time employee by the Corporation until that date; and
(ii) the restrictions on the second category of one-half (50%) of the
shares will expire on the two year anniversary of the award date if you continue
to be employed as a regular full-time employee by the Corporation until that
date.
5. CHANGES IN CAPITALIZATION
In the event of a stock split, stock dividend or other similar action resulting
in additional shares of Stock being issued during the Restricted Period with
respect to the Restricted Stock, you will have the same rights and privileges
and be subject to the same restrictions and risks of forfeiture with respect to
such shares as you have with respect to the Restricted Stock, and such shares
will be treated as Restricted Stock.
6. TIMING OF TAXATION AND WITHHOLDING
The Restricted Stock will be taxable to you as compensation income at the
termination or expiration of the Restricted Period (unless it is earlier
forfeited) based on its Fair Market Value at that time, unless you elect to pay
tax now based on the current market price. If you elect to be taxed now and the
stock is later forfeited, however, no tax deduction is allowed. Therefore, you
should consult your own tax advisor before making the election. If you make the
election, the Corporation will collect the appropriate amount of withholding
tax in cash from you. The election is not valid unless it is filed with the
Internal Revenue Service within 30 days of the effective date of the Award.
Unless you elect to be taxed now on the Restricted Stock as described above, any
dividends paid to you with respect to the Restricted Stock during the Restricted
Period will be taxable to you as compensation income and subject to withholding
of income and FICA taxes. Dividends paid with respect to such stock after the
termination or expiration of the Restricted Period (or during the Restricted
Period if you elected to be taxed now) will generally be taxed as dividend
income.
7. MISCELLANEOUS
Nothing contained in this Award Agreement shall confer upon you any right of
continued employment by the Corporation. In addition, nothing in this Award
Agreement limits in any way the right of the Corporation to terminate your
employment at any time. The value of the Restricted Stock awarded to you will
not be taken into account for other benefits offered by the Corporation, if any.
Notwithstanding any other provision of the Award Agreement to the contrary, the
Restricted Stock must be held at least six months from the date of grant.
This Award Agreement and Employment Agreement constitute the entire agreement
governing the terms of your Restricted Stock grant and supersede all other prior
agreements and understandings, both written and oral, between you and the
Corporation or any employee, officer or director of the Corporation.
Insiders must consult with the Corporate Secretary before entering into any
transactions involving the Restricted Stock even after the expiration or
termination of the Restricted Period.
Sincerely,
TRANS-LUX CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Executive Vice President
Acknowledged and Agreed:
/s/ Xxxx-Xxxx Xxxxxx
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