TASTY BAKING COMPANY DEFERRED STOCK UNIT AWARD AGREEMENT
Exhibit
10(m)
TASTY
BAKING COMPANY
THIS
AGREEMENT is entered into on this ____ day of ______________, 20___, by and
between Tasty Baking Company (the “Company”) and __________________________ (the
“Grantee”)
WHEREAS,
the Compensation Committee of the Board of Directors of the Company (the
“Committee”) has established the Tasty Baking Company Deferred Stock Unit Plan
for Directors (the “DSU Plan”) under the Company’s 2003 and 2006 Long Term
Incentive Plans (these plans along with any other long term incentive plans
adopted from time to time by the Committee that authorize grants under the
DSU
Plan collectively, the “LTIPs,” and individually, the “applicable LTIP”).
WHEREAS,
the Committee has the authority under and pursuant to the LTIPs to grant and
establish the terms of awards to eligible Directors of the Company;
and
WHEREAS,
the Committee desires to grant awards of Deferred Stock Units to the Grantee,
subject to the terms and conditions of the applicable LTIP, the DSU Plan, the
Award Notices and this Agreement.
In
consideration of the provisions contained in this Agreement, the Company and
the
Grantee agree as follows:
1. The
Awards.
The
Awards
granted to the Grantee hereunder are pursuant to the applicable LTIP and the
DSU
Plan. Terms
used
in this Agreement which are
not
defined in this Agreement shall have the meanings used or defined in the
applicable LTIP and the DSU Plan.
2. Grant
of Deferred Stock Units.
Subject
to
the terms and conditions set forth in the LTIPs, the DSU Plan (including,
without limitation, equitable adjustment under Section D.3 of the DSU Plan)
and
this Agreement, the Grantee shall acquire the number of Deferred Stock Units
set
forth in the Award Notice (the “Award”), for each fiscal quarter of the Company
ending after February 15, 2007, equivalent in value to $4,000 on the last day
of
such quarter, provided that Grantee is a Director of the Company on the last
day
of such quarter.
3. Vesting
of Deferred
Stock Units. Subject
to
Paragraph 4 below, the Deferred Stock Units granted hereunder shall vest in
accordance with the terms of the DSU Plan.
4. Termination
of Service After Vesting.
Upon the
Grantee’s termination of service as a Director of the Company after the
completion of five or more years of continuous service (whether before or after
the establishment of the Plan), the Grantee shall be entitled to receive payment
in shares of common stock of the Company equal to the number of vested Deferred
Stock Units that are credited to the Grantee’s account under the DSU Plan.
Payment shall be made in a lump sum or in annual installments as elected by
the
Grantee in accordance with the terms of the DSU Plan.
5. No
Rights to Continue as a Director. Neither
this Agreement nor the Award shall be construed as giving
the
Grantee any right to remain on the Board of Directors of the Company.
6. Rights
as a Stockholder. The
Grantee shall have no rights as a stockholder with respect to any shares which
may be issued in payment of the Deferred Stock Units until the date of the
issuance of a certificate for such shares (as evidenced by the appropriate
entry
on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date such certificate is
issued, except as provided in the DSU Plan and this Agreement.
7. Legends. The
Company may at any time place legends referencing any applicable federal or
state securities law restrictions on all certificates representing shares of
stock issued pursuant to this Agreement. The Grantee shall, at the request
of
the Company, promptly present to the Company any and all certificates
representing shares acquired pursuant to this Agreement in the possession of
the
Grantee in order to carry out the provisions of this Section.
8. Nontransferability
of Deferred Stock Units. Prior
to
the issuance of shares of common stock on the payment date, neither this
Agreement nor any of the Deferred Stock Units subject to this Agreement shall
be
subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Grantee,
except transfer by will or by the laws of descent and distribution. All rights
with respect to the Agreement shall be exercisable during the Grantee’s lifetime
only by the Grantee or the Grantee’s guardian or legal
representative.
9. Amendments. The
Committee may amend this Agreement at any time; provided, however, that no
such
amendment may adversely affect the Grantee’s rights under this Agreement without
the consent of the Grantee, except to the extent such amendment is reasonably
determined by the Committee in its sole discretion to be necessary to comply
with applicable
law or to prevent a detrimental accounting impact. No amendment or addition
to
this Agreement shall be effective unless
in
writing.
10. Notices. Any
notice
required or permitted under this Agreement shall be deemed given when delivered
personally, or
when
deposited in a United States Post Office, postage prepaid, addressed, as
appropriate, to the Grantee’s last known address, or
such
other address as the Grantee may designate in writing to the Company, or to
the
Company, Attention: General Counsel, or such other address as the Company may
designate in writing to the Grantee.
11. Binding
Effect. This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer set forth herein, be
binding upon the Grantee and the Grantee’s heirs, executors, administrators,
successors and assigns.
12. Failure
to Enforce Not a Waiver. The
failure of the Company to enforce at any time any provision of this Agreement
shall in no way be construed to be a waiver of such provision or of any other
provision hereof.
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13. Integrated
Agreement.
The
Award
Notice, this Agreement, the applicable LTIP and the DSU Plan constitute the
entire understanding and agreement of the Grantee and the Company with respect
to the subject matter contained herein or therein and supersedes any prior
agreements, understandings, restrictions, representations, or warranties among
the Grantee and the Company with respect to such subject matter other than
those
as set forth or provided for herein or therein. To the extent contemplated
herein or therein, the provisions of the Award Notice and this Agreement shall
survive any payment of the award and shall remain in full force and
effect.
14. Governing
Law. This
Agreement and the legal relations between the parties shall be governed by
and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without effect to the conflicts of laws principles thereof.
15. Authority. The
Committee shall have full authority to interpret and construe the terms of
the
LTIPs, the DSU Plan, the Award Notice, and this Agreement. The determination
of
the Committee as to any such matter of interpretation or construction shall
be
final, binding and conclusive on all parties.
IN
WITNESS WHEREOF,
Tasty
Baking Company and the Grantee have caused this Agreement to be executed this
_______ day of _________________, 20__.
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ATTEST:
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TASTY
BAKING COMPANY
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_______________________________
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By:________________________________
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Xxxxxxx
X. Xxxxx
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President
and Chief Executive Officer
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WITNESS:
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GRANTEE
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_________________________________
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______________________________________
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