EXHIBIT 10.23
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STOCK AWARD AGREEMENT
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XXXXXXX X. XXXXXXX
Xxxxxxx & Xxxxx, Incorporated (the "Company") and Xxxxxxx X. Xxxxxxx (the
"Participant") agree as of September 1, 1996 as follows:
1. 1989 FLEXIBLE STOCK PLAN. The Basic Stock Award and the Additional
Stock Award provided for below (individually "Stock Award" or "Award" and
collectively "Stock Awards" or "Awards") constitute "Other Stock Based Awards"
under the Company's 1989 Flexible Stock Plan (the "Plan") and are granted to
Participant under Article XVIII of the Plan.
All Stock Awards provided for in this Agreement have been granted in
the sole discretion of the Committee which administers the Plan. No
consideration whatsoever has been required of Participant as a condition to
receiving or enjoying Awards.
This Agreement and all shares of Common Stock of the Company
("Shares") granted to or acquired by Participant under or pursuant to this
Agreement is subject to the Plan. A copy of the Plan is available to Participant
upon request.
Capitalized terms used in this Agreement, if not defined herein, shall
have the meanings given to such terms by the Plan.
2. BASIC STOCK AWARD. The Participant is granted bi-xxxxxx xxxxxx of
Common Stock of the Company, such awards to be made beginning September 13, 1996
and ending December 20, 1996.
Each bi-weekly Basic Stock Award will be in whole (not fractional)
Shares having a fair market value on the date the Award is made that is as close
as possible to $3,023.
The awards made under this Section are individually and collectively
called the "Basic Stock Award."
3. ADDITIONAL STOCK AWARD. On or before March 1, 1997 the Committee will
grant a one-time "Additional Stock Award" to Participant if (i) Participant
remains a full-time executive of an Employer as of December 31, 1996 or has
terminated his employment before December 31, 1996 because of permanent and
total disability, retirement or death and (ii) the Company has met the 1996
earnings objectives as determined by the Committee for the awarding of an
Additional Stock Award. The Additional Stock Award will be in whole (not
fractional) Shares having a fair market value on the date the Award is made that
is as close as possible to the product of "X" and "Y" where:
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(a) "X" equals .787; and
(b) "Y" equals the aggregate fair market value of all Basic Stock
Awards received by Participant during 1996. The fair market value of each Basic
Stock Award shall be determined as of the date such Award is made.
4. DIVIDENDS ON COMPANY SHARES; PARTICIPANT'S INVESTMENTS.
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______ Participant elects to have income taxes withheld from all
cash dividends on Company Shares.
X Participant elects not to have income taxes withheld
------ from all cash dividends on Company Shares.
(Check one of two above.)
Participant authorizes the Company to be paid and to receive all cash
dividends on Company Shares.
The Company shall invest all cash dividends from Company Shares (plus
any interest thereon) in such debt or equity issues, mutual funds, annuity
contracts and/or other investments as shall be agreeable to Participant and the
Committee. Such investments together with all proceeds thereof and increments
thereto are collectively called "Participant's Investments." In no event will
Participant's Investments include the Company's Common Stock or the Company's
preferred stock or any debt instruments convertible into such Common Stock or
preferred stock.
Participant in his sole and absolute discretion and without being
under any obligation to do so, may transmit cash to the Company (bi-weekly by
payroll deduction or in lump sum amounts). Any such cash transmitted during the
period of this Agreement shall not be less than 2% nor more than 10% of
Participant's gross cash compensation for the calendar year 1995. All cash
transmitted will be invested by the Company in the same manner as cash dividends
from Company Shares and thereupon shall constitute and remain a portion of
Participant's Investments.
The substantive provisions of Sections 5.1, 5.2, 5.3, 6 and 10 of this
Agreement dealing with Common Stock and certificates therefor shall apply with
like force to Participant's Investments and certificates or other evidences of
Participant's Investments.
5. OTHER CONDITIONS OF STOCK AWARD. The grant of each Stock Award shall
be subject to the following additional terms and conditions:
5.1 NAMES ON CERTIFICATES FOR COMMON STOCK. Certificates for all Common
Stock
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shall normally be issued in the name of the Participant only. However, if the
Participant so requests, certificates will be issued (i) in the name of the
Participant and the Participant's spouse as tenants by the entirety, or (ii) in
the name of the Participant and any other person designated by the Participant
as joint tenants with right of survivorship. Any such issuance will be in
accordance with such guidelines as the Committee may promulgate.
With the Committee's consent, which may be given or withheld in the
Committee's sole and absolute discretion, certificates for Common Stock may be
issued in the name of a person other than the Participant. Any such issuance
shall be on such terms and conditions as the Committee may deem appropriate.
Irrespective of the names (other than the Participant's) appearing on
any certificates for Common Stock, such certificates shall remain subject to all
of the terms and conditions of this Agreement.
5.2 STOCK NOT TRANSFERABLE. Common Stock may not be transferred, pledged
or otherwise disposed of by the Participant or any other holder thereof until it
is no longer subject to repurchase pursuant to Section 13 and until the earlier
of (i) the Participant's death, total and permanent disability, retirement, or
other termination of employment or (ii) such time as the Committee shall
determine.
5.3 POSSESSION OF STOCK CERTIFICATES; LEGENDS. Until Common Stock is no
longer nontransferable, certificates for such Common Stock may be held by the
Company or such other person or entity as the Committee shall select and may be
marked with such legend as the Committee shall determine.
5.4 SUBSTITUTION OF CERTIFICATES. A Participant shall be permitted from
time to time to substitute certificates for Common Stock already owned by the
Participant and not subject to this Agreement for a like number of Common Stock
certificates. Participant shall also be permitted from time to time to
substitute property already owned by the Participant and not subject to this
Agreement for Participant's Investments having similar fair market value. Any
and all such substitutions shall be in accordance with such guidelines as the
Committee may promulgate.
6. TRUST OR CUSTODIAL ACCOUNT. The committee shall have the right at any
time to establish a trust, custodial account or other arrangement to hold
certificates for Common Stock which is nontransferable upon such terms as it
deems appropriate and which are not in conflict with the Plan or this Agreement.
7. ADJUSTMENT. In the event of any change in the Common Stock of the
Company described in Section 3.3 of the Plan, the Committee shall have the right
to make such amendments to this Agreement as it shall deem necessary to carry
out the purposes of this Agreement.
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8. AUTHORITY AND FURTHER STEPS. In addition to this Agreement, the
Participant shall execute such additional documents and take all steps as the
Committee shall request to effectuate the provisions of this Agreement.
9. TERMINATION OF EMPLOYMENT. If Participant's employment terminates for
any reason, no further installment of any Basic Stock Award which is payable in
installments shall be made. If the Participant's employment terminates for any
reason prior to December 31 of any year, any Additional Stock Award for that
year which has not been paid will be forfeited unless (a) such termination (i)
was because of permanent and total disability or death or (ii) occurred on or
after the Participant attained 60 years of age or attained 55 years of age and
had been employment by an Employer for at least 5 continuous years or (b) the
Committee provides otherwise.
10. ASSIGNMENT. Unless allowed by the Committee, no Award shall be
assignable by the Participant. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the Company, the Participant and
their respective successors, assigns, heirs and personal representatives.
11. FUTURE GRANTS. Nothing contained in this Agreement or other document
shall require the grant to Participant of additional Awards or any other Benefit
under the Plan or prohibit any other Benefit which is granted from being a
different Benefit or from being granted on different and/or additional terms and
conditions than those in this Agreement.
12. NO EMPLOYMENT CONTRACT. This Agreement shall not confer upon the
Participant any right of continued employment nor shall it interfere in any way
with the right of the Employer to terminate the Participant's employment at any
time (subject to any employment contract that might exist between Participant
and the Employer).
13. OPTION TO REPURCHASE. The Company shall have an option to buy all of
a Participant's Common Stock obtained directly through a Stock Award. The
option price shall be $1, and the option must be exercised by the Committee
within sixty (60) days following the Participant's termination of employment.
The above option applies only to a Participant (a) who is under age 60 when his
employment terminates, (b) who has been employed by an Employer for less than 5
continuous years when his employment terminates and (c) whose employment is
terminated for a reason other than permanent and total disability or death. For
purposes of determining a Participant's length of employment, employment with an
Employer prior to the time that it became an Employer shall be disregarded.
Without, in any way, limiting the provisions of Section 8, in order to
facilitate the Company's exercise of the foregoing option, the Participant
shall, as a condition to receiving an Award, execute such stock and other
assignments and other
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documents of transfer as the Committee shall request at any time.
Notwithstanding the foregoing, the decision as to whether to exercise the option
granted by this Section 13 shall be made solely by the Committee.
XXXXXXX & XXXXX, INCORPORATED
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxx
________________________________ By: ________________________________
Participant Vice President
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