Contract
Exhibit 10f
STOCK GRANT AGREEMENT made as of the
1st day of
January, 2019 between KINGSTONE
COMPANIES, INC., a Delaware corporation (the
“Company”), and XXXX X.
XXXXXXXX (the “Grantee”).
WHEREAS, concurrently herewith, the
Grantee is being appointed Chief Executive Officer and President of
the Company;
WHEREAS, concurrently herewith, the
Company and the Grantee are entering into an Employment Agreement
of even date (the “Employment Agreement”);
WHEREAS, the Compensation Committee of
the Board of Directors of the Company has approved the grant to the
Grantee of common stock of the Company (“Common Stock”)
pursuant to the Company’s 2014 Equity Participation Plan (the
“Plan”).
NOW, THEREFORE, in consideration of the
foregoing, the Company hereby grants to the Grantee an award of
shares of Common Stock upon the following terms and
conditions:
1. DEFINED
TERMS. All terms used, but not otherwise defined, herein
shall have the meanings ascribed to them in the Plan or the
Employment Agreement.
2. GRANT.
Subject to the terms and conditions of the Plan and the provisions
hereof, the Company hereby agrees to grant to the Grantee, pursuant
to Section 16 of the Plan, an award of forty-two thousand two
hundred thirty (42,230) shares of Common Stock (the
“Shares”), such Shares being issuable on the Vesting
Dates (as hereinafter defined) set forth in, and subject to the
provisions of, Section 3 hereof.
3. VESTING OF
SHARES. (a) The Shares shall vest on the Vesting Dates set
forth below, provided that the Grantee continues to serve as an
employee of the Company and KICO as of the applicable Vesting Date
(subject to paragraph (c) hereof):
(i)
fourteen thousand
seventy-seven (14,077) of the Shares on the first anniversary of
the date hereof (the “First Vesting
Date”);
(ii)
fourteen thousand
seventy-seven (14,077) of the Shares on the second anniversary of
the date hereof (the “Second Vesting Date”);
and
(iii)
fourteen thousand
seventy-six (14,076) of the Shares on the third anniversary of the
date hereof (the “Third Vesting Date”); each of the
First Vesting Date, the Second Vesting Date and the Third Vesting
Date is referred to hereinafter as a “Vesting
Date”).
(b) In the event that
the Grantee does not continue to serve as an employee of the
Company or KICO as of a Vesting Date as a result of the termination
of the Grantee’s employment for Cause or the Grantee’s
Voluntary Resignation (as hereinafter defined) (except in
connection with a Change of Control, death, disability or
retirement as provided for below, the Grantee shall not be entitled
to receive any of the Shares issuable on such Vesting Date, and
this Agreement shall terminate and be of no further force or
effect. For the purposes hereof, the term “Voluntary
Resignation” shall mean the Grantee’s resignation of
employment (except following a request by the Company that he
resign other than based upon Cause).
(c) In the event that
(i) the Grantee’s employment with the Company and KICO is
terminated other than for Cause (whether prior to or following a
Change of Control), (ii) the Grantee’s employment with the
Company and KICO is terminated as a result of the Grantee having
become Disabled, (iii) the Grantee dies while an employee of the
Company and KICO, or (iv) the Grantee resigns his employment with
the Company and KICO (A) other than pursuant to a Voluntary
Resignation or (B) within six (6) months following a Change of
Control, the Shares shall vest on the date of termination of
employment, the date of death or December 31, 2021, as the case may
be (the “Termination Date”).
(d) In the event of the
termination of the Grantee’s employment as the result of
Retirement, the Company shall have no obligation to award the stock
grants scheduled in Exhibit A of Grantee’s Employment
Agreement in respect of the remaining years in the Term or any
other period, if any; and all stock grants previously granted to
Grantee by the time of Grantee’s termination of employment
will continue to vest according to their original schedule as if
the Grantee were still employed by the Company. For purposes of
this agreement, “Retirement” shall mean any event
whereby the Grantee conveys his intent to retire to the Board in
writing at least six months prior to his expected termination date
or on such other date that is mutually agreed between the Grantee
and the Board, and Grantee covenants at or preceding the time of
his termination (including through the execution of documentation
prepared by the Company for this sole purpose at such time) that he
shall not accept any operating executive role with another property
and casualty insurance company for a period of three years
following his separation from the Company.
(e) In the event that
Shares vest on a Vesting Date or the Termination Date, the
certificate representing the portion of the Shares then vested
shall be issued by the Company as soon as reasonably practicable
thereafter.
(f) The number of
Shares issuable to the Grantee is subject to adjustment for any
stock splits, reverse stock splits and other recapitalizations that
take effect prior to a particular Vesting Date or the Termination
Date, as the case may be.
4. INCORPORATION BY
REFERENCE. The terms and conditions of the Plan are hereby
incorporated by reference and made a part hereof.
5. NOTICES. Any
notice or other communication given hereunder shall be deemed
sufficient if in writing and hand delivered or sent by registered
or certified mail, return receipt requested, addressed to the
Company, 00 Xxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention:
President and to the Grantee at the address indicated below, or, in
each case, at such other address notice of which is given in
accordance with the foregoing provisions. Notices shall be deemed
to have been given on the date of hand delivery or mailing as
provided for above, except notices of change of address, which
shall be deemed to have been given when received.
6. BINDING
EFFECT. This Stock Grant Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
legal representatives, successors and assigns.
7. ENTIRE
AGREEMENT. This Stock Grant Agreement, together with the
Plan, contains the entire understanding of the parties hereto with
respect to the subject matter hereof and may be modified only by an
instrument executed by the party sought to be charged.
8. GOVERNING
LAW. This Stock Grant Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
excluding choice of law rules thereof.
9. EXECUTION IN
COUNTERPARTS. This Stock Grant Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but
both of which together shall constitute one and the same
instrument.
10. FACSIMILE
SIGNATURES. Signatures hereon which are transmitted via
facsimile, or other electronic image, shall be deemed original
signatures.
11. INTERPRETATION;
HEADINGS. The provisions of this Stock Grant Agreement shall
be interpreted in a reasonable manner to give effect to the intent
of the parties hereto. The headings and captions under sections and
paragraphs of this Stock Grant Agreement are for convenience of
reference only and do not in any way modify, interpret or construe
the intent of the parties or affect any of the provisions of this
Stock Grant Agreement.
[Remainder of page
intentionally left blank; signature page
follows]
IN WITNESS WHEREOF, the parties have
executed this Stock Grant Agreement as of the day and year first
above written.
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KINGSTONE COMPANIES, INC. |
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By:
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/s/ Xxxxx X.
Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx |
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/s/ Xxxx X. Xxxxxxxx |
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Signature of
Grantee
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Xxxx X.
Xxxxxxxx
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Name of
Grantee
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000 Xxxxx
Xxxxxx Xxxxxxx, XX
00000
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Address
of Grantee
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