DEFERRED STOCK UNIT AGREEMENT FOR DIRECTORS
FOR
DIRECTORS
Non-transferable
G R A N
T T O
___________________________________
(“Grantee”)
by Xxxx’x
Companies, Inc. of units representing the right to receive
________________
shares of
its Common Stock, $0.50 par value
pursuant
to and subject to the provisions of the Xxxx’x Companies, Inc. Amended and
Restated Directors’ Stock Option and Deferred Stock Unit Plan and to the terms
and conditions set forth on the following page.
IN
WITNESS WHEREOF, Xxxx’x Companies, Inc., acting by and through its duly
authorized officers, has caused this Agreement to be executed as of the Award
Date.
XXXX’X COMPANIES, INC. |
By: | |
Name: | |
Title: | |
Award Date: | |
Accepted by Grantee: |
TERMS AND
CONDITIONS
1. Grant
of Units. Xxxx’x
Companies, Inc. (the “Company”) hereby grants to Grantee named on Page 1 hereof
(“Grantee”), subject to the restrictions and the other terms and conditions set
forth in the Xxxx’x Companies, Inc. Amended and Restated Directors’ Stock Option
and Deferred Stock Unit Plan (the “Plan”) and in this award agreement (this
“Agreement”), deferred stock units (the “Units”) representing the right to
receive the number of shares indicated on Page 1 hereof of the Company’s Common
Stock (the “Shares”). Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Plan.
2. Vesting
of Units. All
Units granted pursuant to this Agreement shall be immediately one hundred
percent (100%) vested in Grantee on the Award Date.
3. Deferral
Account; Dividend Units. The
Units shall be credited to a bookkeeping account in the name of Grantee on the
books and records of the Company (the “Deferral Account”). Within thirty (30)
days after the payment date of any cash dividend with respect to shares of
Common Stock of the Company, additional units (“Dividend Units”), representing
phantom dividends on the Units and Dividend Units held in Grantee’s Deferral
Account as of the record date for such dividend, shall be credited to Grantee’s
Deferral Account in accordance with the provisions of the Plan. Dividend Units
shall be immediately one hundred percent (100%) vested in Grantee when credited
to Grantee’s Deferral Account.
4. Receipt
of Shares. The
Company will issue the Shares, plus any additional shares of Common Stock of the
Company represented by Dividend Units credited to Grantee’s Deferral Account, to
Grantee, or in the event of Grantee’s death to Grantee’s estate, as soon as
practicable following Grantee’s termination of service as a member of the Board
of Directors of the Company.
5. Limitation
of Rights. The
Units and Dividend Units do not confer to Grantee any rights of a shareholder of
the Company unless and until shares of Common Stock of the Company are in fact
issued to Grantee in connection herewith.
6. Restrictions
on Transfer and Pledge. No
right or interest of Grantee in the Units and Dividend Units may be pledged,
encumbered, or hypothecated to or in favor of any party other than the Company
or an affiliate, or shall be subject to any lien, obligation, or liability of
Grantee to any other party other than the Company or an affiliate. The Units and
Dividend Units are not assignable or transferable by Grantee other than by will
or the laws of descent and distribution except to the extent permitted under the
Plan with respect to a transfer to Grantee’s children, grandchildren, spouse or
family trust.
7. Plan
Controls. The
terms contained in the Plan (including without limitation provisions regarding
changes in capital structure of the Company) are incorporated into and made a
part of this Agreement and this Agreement shall be governed by and construed in
accordance with the Plan. In the event of any actual or alleged conflict between
the provisions of the Plan and the provisions of this Agreement, the provisions
of the Plan shall be controlling and determinative.
8. Successors. This
Agreement shall be binding upon any successor of the Company, in accordance with
the terms of this Agreement and the Plan.
9. Severability. If any
one or more of the provisions contained in this Agreement are invalid, illegal
or unenforceable, the other provisions of this Agreement will be construed and
enforced as if the invalid, illegal or unenforceable provision had never been
included.
10. Notice. Notices
and communications under this Agreement must be in writing and either personally
delivered or sent by registered or certified United States mail, return receipt
requested, postage prepaid. Notices to the Company must be addressed
to:
Xxxx'x
Companies, Inc.
0000
Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
Attention:
VP of Compensation and Benefits
or any
other address designated by the Company in a written notice to Grantee. Notices
to Grantee will be directed to the address of Grantee then currently on file
with the Company, or at any other address given by Grantee in a written notice
to the Company.