AMERICAN ITALIAN PASTA COMPANY
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement") is made this ____ day of
_________, 200_ to ___________________ (the "Grantee") and evidences the grant
by American Italian Pasta Company, a Delaware corporation (the "Company") of a
Restricted Stock Award (the "Award") to the Grantee on the date hereof (the
"Date of Grant"). By accepting the Award, the Grantee agrees to be bound in
accordance with the provisions of the American Italian Pasta Company 2000 Equity
Incentive Plan, as amended (the "Plan"). Defined terms used herein shall have
the same meaning as used in the Plan.
1. Shares Awarded and Restrictions on Shares. The Grantee is hereby awarded
the following number of shares (the "Restricted Shares") of the Company's Class
A Convertible Common Stock, $.001 par value, subject to forfeiture and to the
restriction on the rights of sale and transfer set forth in this document and
further subject to the terms and conditions of the Plan, the provisions of which
are hereby incorporated in this document by reference:
Number of restricted shares: ________________
2. Sale or Transfer Restrictions. Except as set forth in paragraph 6 below,
all Restricted Shares shall be held by the Grantee without the rights of sale or
transfer, and are subject to forfeiture as provided in paragraph 3, below, until
the dates shown on the schedule below, when such restrictions shall lapse:
Restrictions Lapse as to
Restricted Shares As of this date
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3. Employment Requirement. Except as provided in Paragraph 6, below, in the
event of Grantee's Termination of Service prior to any date specified in
Paragraph 2, above, the Restricted Shares for which restrictions shall not have
lapsed will be forfeited by the Grantee and become the property of the Company.
4. Issuance of Restricted Shares. Restricted Shares will be issued in a
nominee account with the Grantee being named the beneficial owner, except that
the nominee shall be instructed to follow the sale and transfer requirements set
forth in the Plan and this Award. When the prohibited sale and transfer
restrictions lapse under Paragraph 2, above, with respect to all or a portion of
the Restricted Shares, provided the Restricted Shares have not been forfeited
under Paragraph 3, above, the Company shall prepare and deliver to the Grantee a
stock certificate for the Restricted Shares.
5. Voting and Other Rights of Restricted Shares. Upon the issuance of the
Restricted Shares, the Grantee shall have all of the rights of a stockholder of
the Company,
including the right to receive dividends and to vote the Restricted Shares until
such shares may have been forfeited to the Company as provided in Paragraph 3,
above. Notwithstanding the foregoing, in the event of any stock dividend, stock
split, division of shares or other corporate structure change which results in
the issuance of additional shares with respect to Restricted Shares, such shares
shall be held by the Company and shall become Restricted Shares and subject to
all restrictions and terms and conditions applicable to the Restricted Shares
with respect to which they were issued.
6. Acceleration of Release of Restrictions. The forfeiture and prohibited
sale and transfer restrictions on the Restricted Shares under Paragraphs 2 and
3, above, shall immediately lapse on the earliest of the following:
(a) The Grantee's date of death;
(b) The Disability of the Grantee; or
(c) The normal or early retirement of the Grantee under the terms of
the retirement plan maintained by the Company or any Subsidiary in which
the Grantee participates, or if no such plan is maintained, the Grantee's
reaching age 65.
7. Authorized Leave. For purposes hereof, an authorized leave of absence
(authorized by the Company or a Subsidiary to the Grantee in writing) shall not
be deemed a Termination of Service hereunder.
8. Taxes. Upon recognition of income by the Grantee with respect to the
Award hereunder, the Company shall withhold taxes pursuant to Section 11 of the
Plan. The Grantee will be solely responsible for any federal, state or local
income taxes imposed in connection with the granting of the Restricted Shares or
the delivery of such shares pursuant thereto, and the Grantee authorizes the
Company or any Subsidiary to make any withholding for taxes which the Company or
any Subsidiary deems necessary or proper in connection therewith, including but
not limited to the withholding of Restricted Shares pursuant to Section 11.2 of
the Plan. The Company may allow the Grantee to choose the method for payment of
withholding for taxes, either in cash or in Shares in accordance with Section
11.2 of the Plan, or make such choice in its sole discretion. If any tax
withholding obligation of the Company with respect to the Restricted Shares is
satisfied by having Shares withheld, the value of such Shares will be limited to
an amount that does not exceed the minimum statutory withholding required by
federal (including FICA), state and local tax authorities, including the
Grantee's share of payroll taxes that are applicable to such supplemental
taxable income.
9. Changes in Circumstances. It is expressly understood and agreed that the
Grantee assumes all risks incident to any change hereafter in the applicable
laws or regulations or incident to any change in the market value of the
Restricted Shares after the date hereof.
10. No Conflict. In the event of a conflict between this Award and the
Plan, the provisions of the Plan shall govern.
11. Governing Law. This Award shall be governed under the laws of the State
of Delaware.
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12. Effect of a Change in Control.
(a) A Change in Control (as defined in the Plan) shall not accelerate
the vesting of the Restricted Shares under paragraph 2.
(b) If "any person," as such term is used in Sections 13(d) and 14(d) of
the 1934 Act (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or
any corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership
of stock of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13(d)(3) under the Exchange Act), directly or
indirectly, of securities of the Company representing more than fifty
percent (50%) of the Company's then outstanding securities or more
than fifty percent (50%) of the combined voting power of the Company's
then outstanding securities, and if, within 12 months thereafter, (1)
Continuing Directors cease to constitute a majority of the Board of
Directors and (2) there is a Termination of Service, then 50% of any
unvested portion of the Restricted Shares shall vest and not be
subject to forfeiture on such termination date and any remaining
unvested portion shall be forfeited as of such termination date;
unless the Committee, in its sole discretion, determines to accelerate
the vesting of all or part of the remaining 50% unvested portion of
this Award.
13. Investment Representation. The Grantee agrees that the Restricted
Shares are being acquired for his own account for investment only and not with a
view to, or for resale in connection with, any distribution or public offering
thereof within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), or other applicable securities laws. If the Board of
Directors or Committee so determines, any stock certificates issued with respect
to the Restricted Shares shall bear a legend to the effect that the shares have
been so acquired and may only be transferred upon registration or under an
applicable exemption. The Company may, but in no event shall be required to,
bear any expenses of complying with the Securities Act, other applicable
securities laws or the rules and regulations of any national securities exchange
or other regulatory authority in connection with the registration,
qualification, or transfer, as the case may be, of the Restricted Shares. The
foregoing restrictions on the transfer of the Restricted Shares shall be
inoperative if (a) the Company previously shall have been furnished with an
opinion of counsel, satisfactory to it, to the effect that such transfer will
not involve any violation of the Securities Act or other applicable laws or (b)
the Restricted Shares shall have been duly registered in compliance with the
Securities Act and other applicable securities laws. If the Restricted Shares
are registered under the Securities Act, the Grantee agrees that he will not
make a public offering of the said shares except on a national securities
exchange on which the Shares of the Company are then listed.
14. Early Termination. Notwithstanding the foregoing provisions of
paragraph 2 or any other provision of this Agreement, the Committee, in its sole
discretion, may, only with respect to any unvested portion of Restricted Shares,
reduce the number of Restricted Shares or forfeit all remaining unvested
Restricted Shares in their entirety if the Grantee (a) takes other employment or
renders services to others without the written consent of the Company; or (b)
conducts himself or herself in a manner that the Committee, in its sole
discretion, deems has adversely affected or may adversely affect the Company.
The Grantee will not be entitled to any remuneration or compensation whatsoever
for the loss of all or a portion of the Restricted Shares
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if the number of Restricted Shares is reduced, or if the Restricted Shares are
forfeited entirely, pursuant to this paragraph.
AMERICAN ITALIAN PASTA COMPANY
By:
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Name:
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Title:
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ACKNOWLEDGMENT
The undersigned Grantee acknowledges that he or she understands and agrees
to be bound by each of the terms and conditions of this Award.
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Grantee
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