RESTRICTED STOCK AWARD AGREEMENT UNDER ADAMS GOLF, INC. 2002 EQUITY INCENTIVE PLAN
Exhibit 99.6
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into and effective as of
November 3, 2009 by and between Xxxxx Golf, Inc., a Delaware corporation (the “Company”), and
Xxxxxx X. Xxxxxx III (“Participant”).
RECITALS
WHEREAS, pursuant and subject to that certain Executive Employment Agreement Amendment dated
November 3, 2009 by and between the Company and Participant (the “Employment Agreement”), the Xxxxx
Golf, Inc. 2002 Equity Incentive Plan (the “Plan”), and this Agreement, the Company wishes to grant
and issue restricted stock of 175,000 shares (the “Shares”) of common stock, $0.001 par value per
share, of the Company to Participant;
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and undertakings set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each party hereto, intending to be legally bound, hereby agrees as follows:
1. Grant of Restricted Stock. Pursuant and subject to the Employment Agreement, the
Plan, and this Agreement, effective as of the date hereof (the “Date of Grant”), the Company grants
and issues to Participant, and Participant accepts from the Company, a restricted stock award of
the Shares. Each capitalized term used and not otherwise defined herein shall have the meaning
assigned to such term in the Plan.
2. Restrictions on Vesting and Disposition.
(a) Requirement of Employment. Except as otherwise expressly provided by the
Employment Agreement, the Plan, or this Agreement or determined by the Committee, upon
Participant’s termination of employment (as determined under criteria established by the
Committee) for any reason at any time from 8:00 A.M., Dallas, Texas time on the Date of
Grant until 5:00 P.M., Dallas, Texas time on December 31, 2012 (the “Restriction Period”),
this Agreement shall immediately terminate as to any and all Shares still subject to any
restriction(s) set forth in the Plan and/or this Agreement and Participant shall immediately
(i) forfeit all right, title, and interest in and to such Shares and (ii) return such
forfeited Shares (and any and all certificate(s) representing or evidencing such forfeited
Shares) to the Company. Upon any forfeiture, all right, title, and interest of Participant
with respect to any and all forfeited Shares shall cease and terminate, without any further
obligation on the part of the Company.
(b) Additional Restrictions on Vesting and Disposition. Except as expressly
permitted by the Plan, during the Restriction Period, Participant shall not sell, assign,
transfer, pledge, hypothecate, or otherwise dispose of any or all Shares that are still
subject to any restriction(s) set forth in the Plan and/or this Agreement. Subject to the
other terms and conditions of the Plan and this Agreement, the restriction set forth in the
preceding sentence of this Section 2(b) shall expire and lapse with respect to the Shares as
the Shares “vest” in favor of Participant in accordance with the following vesting schedule:
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12,500 of the original aggregate Shares effective on and as of the last
trading day of June and the second to last trading day of December 2010 (if
and only if Participant shall be employed by the Company or any Affiliate of
the Company as of 5:00 P.M., Dallas, Texas time on and as of such date) and
37,500 of the original shares effective on and as of the last trading day of
June and the second to last trading day of December for the two (2) years
beginning on the last trading day of June 2011 and continuing through the
second to last trading day of December 2012.
(c) Consequences of a Change of Control. Subject to the Employment Agreement
and the Plan, if, at any time during the term of the Employment Agreement prior to all
Shares having vested pursuant to paragraph (b) of this Section, a majority of the capital
stock of the Company is to be sold or transferred to an entity not associated or owned by
the Company or its affiliates or substantially all of the assets of the Company are to be
sold or transferred to an entity not associated or owned by the Company or its affiliates,
then, notwithstanding the provisions of paragraph (b) of this Section to the contrary, the
restrictions and conditions on all non-Released Securities shall lapse and all of the
non-Released Securities not previously vested shall vest, in each case, not later than the
calendar day immediately preceding the effective time of the sale or closing date of the
sale or transfer transaction and, in each case, in favor of Participant if (and only if)
Participant is employed by the Company on a full-time basis on and as of such calendar day.
(d) Consequences of a Termination by the Company Without Cause or by Participant
For Good Reason. Subject to the Employment Agreement and the Plan, if, at any time
during the term of the Employment Agreement prior to all Shares having vested pursuant to
paragraph (b) of this Section, Participant’s employment is terminated by (i) the Company
without Cause (as defined in the Employment Agreement) or (ii) Participant for Good Reason
(as defined in the Employment Agreement), then, notwithstanding the provisions of paragraph
(b) of this Section to the contrary, the restrictions and conditions on all non-Released
Securities that would otherwise have become Released Securities within the twelve (12) month
period following the date on which Participant was terminated shall lapse and all such
Shares not previously vested shall vest, in each case, not later than the date of
termination.
3. Capital Adjustment. Subject to the Plan, the Shares shall be subject to such
adjustment as is appropriate to reflect any stock dividend, stock split, share combination,
exchange of shares, reclassification, recapitalization, or the like of or by the Company.
4. Taxes; 83(b) Election. Subject to the Employment Agreement and the Plan, (i)
Participant shall be responsible and liable for the payment of any and all taxes that become due as
a result of this Agreement, the grant or issuance of the Shares, or as a result of the transfer or
other disposition of the Shares, (ii) the Company may, at the option and the sole and absolute
discretion of the Company, no later than the date as of which the value of any Shares first becomes
includable in the gross income of Participant for federal income tax purposes, either withhold
amount(s), as appropriate, in connection with or make arrangements with Participant regarding the
payment of any federal, state, or local taxes of any kind required by law to be withheld with
respect to the restricted stock grant hereunder, and (iii) the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to Participant. If Participant makes any election under Section 83(b) of the Internal Revenue
Code of 1986, as amended, with respect to the Shares, Participant shall immediately give notice to
the Company of such election. Participant shall be solely responsible for making any such election
and the Company shall not be liable for any such election made or the failure to make such
election.
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5. Notices. All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if (i) personally delivered, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:
If to Participant, to the address set forth on the signature page hereto; and
If to the Company, to:
Xxxxx Golf, Inc.
0000 X. Xxxxx Xxxx
Xxxxx, Xxxxx 00000
Attention: Xxxxxx High
0000 X. Xxxxx Xxxx
Xxxxx, Xxxxx 00000
Attention: Xxxxxx High
or to such other address as the party to who notice is to be given may have furnished to each
other party in writing in accordance herewith. Any such communication shall be deemed to have been
given (i) when delivered, if personally delivered, (ii) on the first Business Day (as hereinafter
defined) after dispatch, if sent by nationally-recognized overnight courier and (iii) on the third
Business Day following the date on which the piece of mail containing such communication is posted,
if sent by mail. As used herein, “Business Day” means a day that is not a Saturday, Sunday or a
day on which banking institutions in the city to which the notice or communication is to be sent
are not required to be open.
6. Participant Undertaking. Participant hereby agrees to take whatever additional
actions and execute whatever additional documents the Company or its counsel may in their
reasonable judgment deem necessary or advisable in order to carry out one or more of the
obligations or restrictions imposed on Participant pursuant to the express provisions of this
Agreement.
7. Modification of Rights. The rights of Participant are subject to modification and
termination in certain events as provided in this Agreement and the Plan.
8. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts made and to be wholly performed
therein.
9. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.
10. Entire Agreement. This Agreement and the Plan constitute the entire agreement
between the parties with respect to the subject matter hereof, and supersede all previously written
or oral negotiations, commitments, representations and agreements with respect thereto.
Remainder of Page Intentionally Left Blank.
Signature Page(s) to Follow.
Signature Page(s) to Follow.
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IN WITNESS WHEREOF, the undersigned parties have executed this Restricted Stock Award
Agreement effective as of the day and year first above written.
| COMPANY: Xxxxx Golf, Inc. |
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| By: | /s/ Xxxxxx X. High | |||
| Name: | Xxxxxx X. High | |||
| Title: | Interim Chief Financial Officer | |||
| PARTICIPANT: Xxxxxx X. Xxxxxx III |
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| /s/ Xxxxxx X. Xxxxxx III | ||||
| Name: | Xxxxxx X. Xxxxxx III | |||
Address:
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