Exhibit 10.15
XXXX XXXXX, INC.
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1996 Equity Incentive Plan
RESTRICTED STOCK AGREEMENT
FOR
[NAME]
To: [Name]
We are pleased to advise you that Xxxx Xxxxx, Inc. (the "Company") hereby
grants to you (the "Participant"), pursuant to the Xxxx Xxxxx, Inc. 1996 Equity
Incentive Plan (the "Plan"), a restricted stock award (the "Award") of [NUMBER]
shares of the Company's Common Stock, $.10 par value per share (the "Shares"),
upon and subject to the restrictions, terms and conditions set forth below. The
date of grant of the Award provided hereby (the "Grant Date") shall for all
purposes be ______ __, 200_.
This Award is subject in all respects to the applicable provisions of the
Plan. Such provisions are incorporated herein by reference and made a part
hereof. Capitalized terms not defined herein that are defined in the Plan shall
have the meanings specified in the Plan.
In addition to the terms, conditions and restrictions set forth in the
Plan, all terms, conditions and restrictions set forth in this Agreement are
applicable to the Award granted hereby.
1. RIGHTS AS A STOCKHOLDER.
Commencing on the Grant Date, the Participant shall have the right to
vote the Shares subject to this Award and to receive dividends and other
distributions thereon unless and until such shares are forfeited pursuant to
Section 3 hereof; provided, however, that a dividend or other distribution
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(including, without limitation, a stock dividend or stock split), other than a
cash dividend or distribution, shall be delivered to the Company and shall be
subject to the same vesting schedule and other restrictions as the Shares with
respect to which such dividend or other distribution was made. In connection
with the payment of such dividends or other distributions, the Company may
deduct any taxes or other amounts required by any governmental authority to be
withheld and paid over to such authority for the account of Participant. The
Participant shall be entitled to retain cash dividends and distributions
received regardless of whether the Shares with respect to which such dividends
or distributions were made are subsequently forfeited pursuant to Section 3
hereof. Notwithstanding anything to the contrary, prior to the date on which
the Shares subject to this Award vest pursuant to Section 3 hereof, such Shares
shall be subject to the restrictions on transferability contained in Section 4.1
hereof.
2. CUSTODY AND DELIVERY OF SHARES.
Shares subject to this Award (and any related property received under
Section 1 hereof) will be issued in street name and held in the Participant's
account at Xxxx Xxxxx Xxxx Xxxxxx, Incorporated ("LMWW"). Participant may not
receive share certificates representing unvested Shares subject to this Award.
LMWW will reflect on the account the restrictions under which the Shares are
held and will not allow transfer of any Shares subject to the Award prior to the
date on which such Shares vest pursuant to Section 3 below. Participant
authorizes LMWW to deliver to the Company any Shares subject to this Award that
are forfeited pursuant to Section 3 below prior to vesting. Share certificates
representing vested Shares will be issued only upon the request of Participant.
The Company will pay all original issue or transfer taxes and all fees and
expenses incident to the delivery of any Shares hereunder.
3. VESTING AND FORFEITURE.
(a) Except as otherwise provided in the Plan or this Agreement, the
Shares subject to this Award shall vest, shall become transferable and shall
cease to be subject to forfeiture (to "vest") in accordance with the following
schedule: thirty-three percent (33%) of the Shares subject to this Award shall
vest on each of ______ __, 200_, ______ __, 200_ and ______ __, 200_.
(b) All restrictions upon all Shares subject to this Award shall lapse,
and all such Shares shall immediately vest upon the earliest to occur of any of
the following events:
(1) a Change of Control (as defined below); or
(2) the termination of Participant's employment with the Company by
reason of (i) his or her death or (ii) his or her Permanent Disability (as
defined below).
(c) In the event the Participant shall cease being employed by the
Company or its subsidiaries, for any reason other than Retirement (as defined
below), prior to the date on which all Shares subject to this Award have vested
pursuant to any of the preceding paragraphs of this Section 3, this Award shall
immediately terminate, on the date on which Participant's employment terminates,
with respect to all such Shares that have not vested and all the Shares subject
to this Award that have not vested as of such date (together with any related
property held by the Company pursuant to Section 1 hereof) shall be forfeited to
the Company.
(d) In the event the Participant shall cease being employed by the
Company or its subsidiaries as a result of Retirement prior to the date on which
all Shares subject to this Award have vested pursuant to any of the preceding
paragraphs of this Section 3, this Award shall not be terminated under paragraph
(c) above and vesting of the Shares subject to this Award shall continue
pursuant to paragraphs (a) and (b) above so long as the Participant meets the
definition of Retirement provided below. If the Participant subsequently ceases
to meet the definition of Retirement prior to the date on which all Shares
subject to this Award have vested pursuant to any of the preceding paragraphs of
this Section 3, then this Award shall immediately
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terminate, on the date on which Participant ceases to meet the definition of
Retirement, with respect to all such Shares that have not vested and all the
Shares subject to this Award that have not vested as of such date (together with
any related property held by the Company pursuant to Section 1 hereof) shall be
forfeited to the Company.
(e) For purposes of this Agreement:
(1) a "Change of Control" shall be deemed to have occurred at such
time as (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) other than an
affiliate of the Company on the date hereof, becomes the beneficial owner (as
defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of
the Company or a successor representing 50% or more of the combined voting power
of the Company's then outstanding securities having the ordinary right to elect
directors of the Company or (ii) the Company's stockholders shall have approved
any agreement providing for a merger in which the Company will not remain an
independent publicly owned company or a consolidation or sale or other
disposition of all or substantially all of the assets of the Company.
(2) Participant shall be considered to have suffered a "Permanent
Disability" if Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in Participant's death or which has lasted or
can be expected to last for a continuous period of not less than 12 months.
(3) "Retirement" shall mean that Participant has retired from, and
ceased to work in, the financial services industry, and that Participant is not
employed by and does not otherwise represent, in any capacity other than as a
non-employee director, any financial services company that competes with the
Company and its subsidiaries. Whether any particular financial services company
competes with the Company and its subsidiaries shall be determined by the
Committee, in its sole discretion.
4. ADDITIONAL TERMS AND CONDITIONS OF AWARD.
4.1. NONTRANSFERABILITY OF SHARES.
Prior to the date on which Shares subject to this Award vest
pursuant to Section 3 hereof, such Shares may not be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process. Any such attempted sale, transfer, assignment, pledge, hypothecation or
encumbrance, or other disposition of such Shares shall be null and void.
4.2. SECURITIES LAWS.
Participant hereby represents and covenants that if in the future the
Participant decides to offer or dispose of any Shares subject to this Award or
interest therein, the Participant will do so only in compliance with this
Agreement, the Securities Act of 1933, as amended, and
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all applicable state securities laws. As a condition precedent to the delivery
to Participant of any Shares subject to this Award, Participant shall comply
with all regulations and requirements of any regulatory authority having control
of or supervision over the issuance of the Shares and, in connection therewith,
shall execute any documents and make any representation and warranty to the
Company which the Committee shall in its sole discretion deem necessary or
advisable.
4.3. ADJUSTMENT.
In the event that there occurs (a) any change in the number of
outstanding shares of Common Stock of the Company through the declaration of
dividends, stock splits or the like or through any change in the capital account
of the Company or any other transaction referred to in Section 424(a) of the
Code or (b) any other change in the capital structure or in the Common Stock of
the Company, then, if applicable, the number and class of shares subject to this
Award shall be adjusted as provided in the Plan. Any decision of the Committee
regarding the amount and timing of any adjustment will be final and conclusive.
4.4. COMPLIANCE WITH APPLICABLE LAW.
This Award is subject to the condition that if the listing,
registration or qualification of the Shares subject to this Award upon any
securities exchange or under any law, or the consent or approval of any
governmental body, or the taking of any other action is necessary or desirable
as a condition of, or in connection with, the vesting or delivery of shares
hereunder, the Shares subject to this Award may not be delivered, in whole or in
part, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained. The Company agrees to make every
reasonable effort to effect or obtain any such listing, registration,
qualification, consent or approval.
4.5. WITHHOLDING; TAX MATTERS
(a) Participant will remit to the Company by check an amount
sufficient to satisfy any federal, state or local withholding tax requirements,
prior to the delivery of Shares pursuant to Section 2 hereof. If Participant
fails to provide the check described in the previous sentence by the date any
withholding tax with respect to any Shares granted hereunder is due, the Company
will, and Participant hereby authorizes the Company to, deduct amounts required
to be withheld from payments of any kind by the Company or its subsidiaries to
which Participant would otherwise be entitled, including without limitation
salary, bonus and other compensation.
(b) If Participant makes the election provided under Section 83(b) of
the Code to be taxed currently on the value of any Shares subject to this Award
notwithstanding the restrictions placed upon such Shares (the "Section 83(b)
Election"), Participant will promptly notify the Company, will complete, sign
and return to the Company the Section 83(b) Election Form which was distributed
herewith and will remit to the Company with such form a check in an amount
sufficient to satisfy any federal, state or local withholding tax requirements.
(c) The Company reserves the right to make whatever further
arrangements it deems appropriate for the withholding of taxes in connection
with any transaction contemplated
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by this Agreement or the Plan, including, without limitation, providing for
payments of withholding taxes by deducting amounts required to be withheld, plus
interest thereon, from payments of any kind by the Company or any of its
subsidiaries to which Participant would otherwise be entitled.
4.6. AWARD CONFERS NO RIGHTS TO CONTINUED EMPLOYMENT.
Nothing in the Plan or in this Agreement shall confer upon the
Participant any right to continue in the employ of the Company or any subsidiary
of the Company for a specified period of time or interfere with the right of the
Company and its subsidiaries to terminate such employment at any time.
4.7. DECISIONS OF COMMITTEE.
The Committee shall have the right to resolve all questions which may
arise in connection with this Award. Any interpretation, determination or other
action made or taken by the Board of Directors of the Company or the Committee
regarding the Plan or this Agreement shall be final, binding and conclusive.
5. MISCELLANEOUS PROVISIONS.
5.1. SUCCESSORS; ASSIGNMENTS AND TRANSFERS.
This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and any person or persons who shall, upon
the death of the Participant, acquire any rights hereunder. The rights and
interests of Participant under this Agreement may not be sold, assigned,
encumbered or otherwise transferred except in the event of death of Participant,
by will or by the laws of descent and distribution. This Agreement may be
assigned by the Company without the Participant's consent.
5.2. NOTICES.
All notices, requests or other communications provided for in this
Agreement shall be made in writing either (a) by actual delivery to the party
entitled thereto, or (b) by mailing in the United States mails to the address of
the party entitled thereto as set forth below, via certified or registered mail,
return receipt requested. The notice shall be deemed to be received in case of
delivery, on the date of its actual receipt by the party entitled thereto, and
in case of mailing, five days following the date of such mailing. Any notice
mailed to the Company shall be addressed to the Restricted Stock Administrator
of the Company at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000. Any notice
mailed to Participant shall be addressed to Participant at Participant's address
as reflected in the personnel records of the Company. Either party hereto may
designate a different address for notices than the one provided herein by notice
to the other.
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5.3. GOVERNING LAW.
This Agreement shall be governed by, and interpreted in accordance
with, the internal laws of the State of Maryland (without regard to conflicts of
laws rules thereof).
5.4. COUNTERPARTS.
This Agreement may be executed in two counterparts each of which
shall be deemed an original and both of which together shall constitute one and
the same instrument.
XXXX XXXXX, INC.
By: _______________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President,
General Counsel and Secretary
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In order to indicate your acceptance of the shares of restricted stock
granted by this Agreement subject to the restrictions and upon the terms and
conditions set forth above and in the Plan, please execute and immediately
return to Xxxxxx Xxxxx, the Restricted Stock Administrator of the Company, the
enclosed duplicate original of this Agreement.
Agreed and Accepted this ___ day of
_____________, 200_
___________________________________
[Name]
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