RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT dated as of December 1, 1998, by and
between
RICHTON INTERNATIONAL CORPORATION, a Delaware corporation,
having an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Company"), and
XXXX X. XXXXXXXX, residing at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the "Executive").
W I T N E S S E T H :
WHEREAS, the Company maintains an incentive plan known as the 1990
Long-Term Incentive Plan (the "Plan"), and the Plan is administered by the
Compensation and Stock Option Committee of the Board of Directors of the Company
(the "Committee"); and
WHEREAS, the Committee by action dated the date hereof approved and
granted to the Executive a grant of restricted shares of the common stock of the
Company pursuant to and in accordance with Section 9 of the Plan; and
WHEREAS, such grant contemplated the execution by the Company and the
Executive of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Shares: The Company shall, in accordance with the action of
the Committee, issue to and in the name of the Executive an aggregate of 20,000
shares of the common stock of the Company, which shares shall be restricted
pursuant to the terms of this Agreement (the "Restricted Shares").
2. Restriction: The Restricted Shares shall not be sold, transferred or
otherwise disposed of, and shall not be pledged or otherwise hypothecated,
except as hereinafter provided, during the Restricted Period. The "Restricted
Period" shall mean the three-year period commencing on the date hereof and
terminating on November 30, 2001. The restrictions shall lapse with respect to
one-third of such shares as of November 30, 1999, with respect to one-half of
the remaining balance of such shares as of November 30, 2000, and with respect
to the entire balance of such shares as of November 30, 2001.
3. Termination of Service and Forfeiture: If the Executive ceases to be
employed as an executive by the Company for any reason through the period ending
May 31, 1999, all of the Restricted Shares shall be forfeited to the Company.
From and after June 1, 1999 through the end of the Restricted Period, if the
employment of the Executive by the Company shall terminate for any reason other
than (i) death, or (ii) retirement by the Executive with the consent of the
Board of Directors of the Company, then the Restricted Shares as to which the
restrictions against disposition herein have not lapsed shall be forfeited to
the Company.
4. Certain Lapse of Restrictions: In the event of (i) the death of the
Executive, or (ii) the retirement of the Executive with the consent of the Board
of Directors of the Company, in each case commencing on or after June 1, 1999,
all of the Restricted Shares shall remain the property of the Executive or his
estate, as the case may be, and the restrictions against disposition shall lapse
as provided in this Agreement.
5. Voting Rights and Dividends: The Executive, or any permitted transferee,
shall be entitled to vote all of the Restricted Shares and to receive any
dividends thereon, except that any stock dividends paid, or shares of stock
issuable upon stock splits or distributions with respect to any shares as to
which restrictions have not lapsed shall be added to the Escrow Account
hereinafter referred to and shall be either distributed or forfeited together
with the shares with respect to which such shares were initially issued.
6. Escrow: The certificates representing the Restricted Shares shall be
held in escrow by the Company, together with stock powers duly executed by the
Executive, and shall be delivered by the Company to (i) the Executive or (ii)
the Company as provided in this Agreement.
7. Miscellaneous: This Agreement is issued pursuant to the Plan and in the
event of any conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall be deemed to prevail. This Agreement and the
Plan sets forth the entire understanding of the parties with respect to the
subject matter hereof and may not be amended or terminated orally. This
Agreement shall be construed pursuant to the laws of the State of Delaware,
without giving effect to any principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
RICHTON INTERNATIONAL
CORPORATION
By:__________________________________
Name:
Office:
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XXXX X. XXXXXXXX
