Exhibit 10.66
RESTRICTED STOCK AWARD AGREEMENT
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AGREEMENT made as of December 21, 1990, by and between INFORMATION
MANAGEMENT ASSOCIATES, INC. (the "Company") and XXXX XXXXXXX ("Award
Recipient"):
WHEREAS, the Award Recipient is now employed by the Company; and
WHEREAS, the Company wishes to recognize the valuable services
rendered by the Award Recipient to the Company, to retain the Award Recipient as
an employee of the Company, to provide inducement to him to continue his
employment and to provide an additional incentive to him to promote the best
interests of the Company all through the use of a restricted stock award; and
WHEREAS, the Board of Directors has awarded to the Award Recipient a
restricted stock award of certain shares of the Common Stock, no par value
("Common Stock") conditioned upon the execution by the Company and the Award
Recipient of a Restricted Stock Agreement setting forth all the terms and
conditions applicable to such award in accordance with the Connecticut Stock
Corporation Act;
THEREFORE, in consideration of the mutual promise(s) and covenant(s)
contained herein, it is hereby agreed as follows:
1. AWARD OF SHARES AND RESTRICTIONS
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Subject to the terms and conditions set forth herein, the Company
awards to the Award Recipient, on the day and year first written above
(hereinafter referred to as the "Effective Date"), 4,766 fully paid and non-
assessable common shares of the Company (hereinafter referred to as the "Award
Shares").
All Award Shares awarded to the Award Recipient pursuant to this
Agreement are subject to the following restrictions:
(a) If the Award Recipient ceases to be employed as a regular
full-time employee by the Company or an Affiliated Corporation within seven (7)
years after the Effective Date of this Agreement and such termination of
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employment is for any reason other than death or total disability, the Award
Recipient shall forfeit all of the Award Shares that are then subject to the
restrictions imposed under this paragraph 2. The terms "Affiliated Corporation"
shall mean any corporation which controls, is controlled by or is under common
control with the Company and such term is intended to be interpreted and
construed in accordance with rules and regulations of the United States
Securities and Exchange Commission.
(b) In the event that the Award Recipient shall die while he is
in the regular, full-time employment of the Company or an Affiliated Corporation
or terminate his employment by virtue of his having become totally disabled, the
restrictions imposed under this paragraph 2 shall lapse.
(c) In the event of a Reorganization which involves one or more
corporations which, prior to the Reorganization, are not affiliates of the
Company and in which the Company is not the surviving or acquiring company, or
in which the Company is or becomes a wholly owned subsidiary of another company
after the effective date of the Reorganization, the restrictions imposed under
this paragraph 2 shall lapse as of the date of the Company's shareholders
approve such Reorganization. The term "Reorganization" is used in this section
2(c) shall mean any statutory merger, statutory consolidation, sale of all or
substantially all of the assets of the Company, or sale, pursuant to an
agreement with the Company, of securities of the Company pursuant to which the
Company is merged into, or becomes a wholly owned subsidiary of, another company
after the effective date of the Reorganization.
(d) Until the restrictions imposed under this paragraph 2 Lapse,
the Award Recipient shall not dispose of or encumber any of the Award Shares so
restricted, whether by gift, sale, pledge, other encumbrance, or by operation of
law.
2. SECRETARY TO HOLD CERTIFICATES
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In order to enforce the restrictions imposed upon the Award Shares
under paragraph 2 of this Agreement, the Award Shares shall be held by the
Secretary of the Company until the restrictions imposed pursuant to said
paragraph 2 have Lapsed; and as such restrictions Lapse, the Secretary shall
distribute to the Award Recipient those Award Shares which are no longer subject
to such restrictions. The Award Recipient hereby appoints the person holding the
office of Secretary of the Company, from time to time, as his attorney-
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in-fact to take all actions necessary to carry out the intent of this Agreement
including but not limited to endorsing the certificate evidencing the Award
Shares back to the Company, and to the extent that the Company is entitled to a
distribution of some, but not all, of the Award Shares under the terms hereof,
re-issuing such new certificates with regard to the Award Shares as may be
appropriate upon Lapse of the restrictions or termination of the Award
Recipient's employment.
3. WITHHOLDING TAXES
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The Company shall have the right to retain and withhold from any
payment under the restricted stock awarded the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, the Company may require the Award Recipient
receiving shares of Common Stock under this restricted stock award to reimburse
the Company for any such taxes required to be withheld by the Company and
withhold any distribution in whole or in part until the Company is so
reimbursed. In lieu thereof, the Company shall have the right to withhold from
any other cash amounts due or to become due from the Company to the Award
Recipient an amount equal to such taxes required to be withheld by the Company
to reimburse the Company for any such taxes or retain and withhold a number of
shares having a market value of not less than the amount of such taxes and
cancel (in whole or in part) any such shares so withheld in order to reimburse
the Company for any such taxes.
4. LEGAL RESTRICTIONS
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This Restricted Stock Agreement and the company's obligation to issue
shares of its Common Stock hereunder shall be subject to all applicable laws,
rules and regulations, including without limitation, federal and state
securities laws. It shall be a condition precedent to the Company's obligation
to issue any shares hereunder that the Award Recipient make any representation,
warranty or agreement to the Company as may be required by applicable law or
regulation. The Award Shares will also be subject to the terms and conditions
of any Stockholders' Agreement to which the Award Recipient is now or may
hereafter become a party. The certificate or certificates for shares of Common
Stock issued pursuant to this Agreement shall be registered in the name of the
Award Recipient and shall contain the following legend and any legend required
by any Stockholders' Agreement to which the Award Recipient is now or may
hereafter become a party:
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the "Act"), OR STATE
SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS
SUCH SALE OR TRANSFER IS REGISTERED UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE
STATE SECURITIES LAWS.
5. EMPLOYEE REPRESENTATIONS AND COVENANTS
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In recognition of the provisions of paragraph 6, the Award Recipient
states that:
The Award Recipient hereby represents to and agrees with the Company
that the Award Recipient is now acquiring the Award Shares solely with a view to
bona fide permanent investment for the Award Recipient's own individual account,
and not with a view to the sale or disposition of the same or any part thereof
or any interest therein.
The Award Recipient acknowledges the fact of being informed by the
Company that the Award Shares being acquired by the Award Recipient are
unregistered and must be held indefinitely once the restrictions imposed by
paragraph 2 above have lapsed unless they are subsequently registered under the
Act or an exemption from such registration is available.
The Award Recipient covenants that he will only resell such Award
Shares pursuant to an effective registration statement under the Securities Act
of 1933 and any appropriate state securities act (the "Acts") or in a
transaction exempt from the registration requirements of such Acts.
The Award Recipient further acknowledges that the Company has not
agreed to register the Award Shares under the Act.
The Award Recipient agrees to indemnify the Company and to hold it
harmless at all times in respect of any and all liabilities, losses, damages,
costs and expenses resulting from the sale or transfer by the Award Recipient of
any
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of such shares in violation of the Act or other applicable law.
6. ADMINISTRATION
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The Board of Directors of the Company shall have full authority and
discretion to decide all matters relating to the administration and
interpretation of this Agreement. All such Committee determinations shall be
final, conclusive, and binding upon the Company, the Award Recipient, and any
and all interest parties.
7. RIGHT TO CONTINUE EMPLOYMENT
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Nothing in this Agreement shall confer on an Award Recipient any right
to continue in the employ of the Company or in any way affect the Company's
right to terminate the Award Recipient's employment without prior notice at any
time for any or no reason.
8. FORCE AND EFFECT
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The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforceability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
9. PREVAILING LAWS
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This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Connecticut.
10. SUCCESSORS
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This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
11. NOTICES
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Unless waived by the Company, any notice to the Company required under
or relating to this Agreement shall be in writing and addressed to:
Information Management Associates, Inc.
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
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12. TRANSFER
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Except as provided in paragraph 2(b) the rights of the Award Recipient
under this Agreement are non-transferable and any attempted transfer thereof
shall be void.
13. ENTIRE AGREEMENT
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This Agreement contains the entire understanding of the parties and
shall not be modified or amended except by an instrument in writing and duly
signed by the parties. No waiver by either party of any default under this
Agreement shall be deemed to waiver of any subsequent default.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
INFORMATION MANAGEMENT
ASSOCIATES, INC.
By /s/ Xxxxxx Xxxxxxxx
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Title: PRESIDENT
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Award Recipient
