Exhibit 10.9
TRANSAMERICA CORPORATION
Restricted Stock Agreement
Transamerica Corporation (the "Company") hereby grants you,
[NAME OF EMPLOYEE] (the "Employee"), a grant of Restricted Stock under the
Company's 1985 Stock Option and Award Plan (the "Plan"). The date of this
Agreement is [DATE] (the "Grant Date"). Subject to the provisions of Appendix A
(attached) and of the Plan, the principal features of this grant are as follows:
Total Number of Shares of Restricted Stock: [NUMBER A]
Scheduled Vesting Dates: Number of Shares
[DATE 1 YEAR FROM GRANT DATE] [____% of NUMBER A]
[DATE 2 YEARS FROM GRANT DATE] [____% of NUMBER A]
[DATE 3 YEARS FROM GRANT DATE] [____% of NUMBER A]
Your signature below indicates your agreement and understanding that this grant
is subject to all of the terms and conditions contained in Appendix A and the
Plan. For example, important additional information on vesting and forfeiture of
the shares covered by this grant is contained in Paragraphs 3 through 6 of
Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE
SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.
TRANSAMERICA CORPORATION EMPLOYEE
By:___________________________ ______________________________
Title: [NAME]
Date: ________________________ Date: ________________________
APPENDIX A
TERMS AND CONDITIONS OF RESTRICTED STOCK
1. Grant. The Company hereby grants to the Employee under the
Plan for past services and as a separate incentive in connection with his or her
employment and not in lieu of any salary or other compensation for his or her
services, an award of [NUMBER A] shares of Restricted Stock on the date hereof,
subject to all of the terms and conditions in this Agreement and the Plan.
2. Shares Held in Escrow. Unless and until the shares of
Restricted Stock shall have vested in the manner set forth in paragraphs 3, 4 or
5, such shares shall be issued in the name of the Employee and held by the
Secretary of the Company as escrow agent (the "Escrow Agent"), and shall not be
sold, transferred or otherwise disposed of, and shall not be pledged or
otherwise hypothecated. The Company may instruct the transfer agent for its
Common Stock to place a legend on the certificates representing the Restricted
Stock or otherwise note its records as to the restrictions on transfer set forth
in this Agreement and the Plan. The certificate or certificates representing
such shares shall not be delivered by the Escrow Agent to the Employee unless
and until the shares have vested and all other terms and conditions in this
Agreement have been satisfied.
3. Vesting Schedule. Except as provided in paragraphs 4 and
5, and subject to paragraph 6, the shares of Restricted Stock awarded by this
Agreement shall vest in the Employee, as to ____% of such shares on the first
anniversary of the date of this Award, and as to an additional ____% on each
succeeding anniversary date, until 100% of such shares shall have been vested.
Immediately upon the determination of the Committee that a Change in Control of
the Company has occurred, or in the event of the liquidation or dissolution of
the Company, the Restricted Stock awarded by this Agreement shall be 100%
vested, notwithstanding the provisions of the foregoing paragraph or paragraph 6
of this Agreement. Shares of Restricted Stock shall not vest in the Employee in
accordance with any of the provisions of this Agreement unless the Employee
shall have been continuously employed by the Company or by one of its Affiliates
from the Grant Date until the date such vesting is deemed to have occurred.
4. Acceleration of Vesting upon Death or Disability. In the
event of the Employee's Termination of Employment due to his or her death or
Total Disability, the balance of unvested shares awarded by this Agreement shall
thereupon immediately vest. Such shares shall be deemed to have vested as of the
date of the Termination of Employment.
5. Committee Discretion. The Committee, in its absolute
discretion, may accelerate the vesting of the balance, or some lesser portion of
the balance, of the unvested shares of Restricted Stock at any time. If so
accelerated, such shares shall be considered as having vested as of the date
specified by the Committee.
6. Forfeiture. Except as provided in paragraphs 4 and 5, and
notwithstanding any contrary provision of this Agreement, the balance of the
shares of Restricted Stock which have not vested at the time of the Employee's
Termination of Employment shall thereupon be forfeited and automatically
transferred to and reacquired by the Company at no cost to the Company. The
Employee hereby appoints the Escrow Agent with full power of substitution, as
the Employee's true and lawful attorney-in-fact with irrevocable power and
authority in the name and on behalf of the Employee to take any action and
execute all documents and instruments, including, without limitation, stock
powers which may be necessary to transfer the certificate or certificates
evidencing such unvested shares to the Company upon such Termination of
Employment.
7. Death of Employee. Any distribution or delivery to be made
to the Employee under this Agreement shall, if the Employee is then deceased, be
made to the Employee's designated beneficiary, or if no beneficiary survives the
Employee, to the administrator or executor of the Employee's estate. Any
designation of a beneficiary by the Employee shall be effective only if such
designation is made in a form and manner acceptable to the Committee. Any
transferee must furnish the Company with (a) written notice of his or her status
as transferee, and (b) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any laws or regulations pertaining
to said transfer.
8. Withholding of Taxes. Notwithstanding any contrary
provision of this Agreement, no certificate representing Restricted Stock may be
released from the escrow established pursuant to paragraph 2 unless and until
the Employee shall have delivered to the Company or its designated Affiliate the
full amount of any federal, state or local income or other taxes which the
Company or such Affiliate may be required by law to withhold with respect to
such shares. The Employee may elect to satisfy any such income tax withholding
requirement by having the Company withhold shares of Common Stock otherwise
deliverable to the Employee or by delivering to the Company already-owned shares
of Common Stock, subject to the absolute discretion of the Committee to disallow
satisfaction of such withholding by the delivery or withholding of stock.
9. Rights as Stockholder. Neither the Employee nor any person
claiming under or through the Employee shall have any of the rights or
privileges of a stockholder of the Company in respect of any shares deliverable
hereunder unless and until certificates representing such shares shall have been
issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to the Employee or the Escrow Agent. Except as
provided in paragraph 11, after such issuance, recordation and delivery, the
Employee shall have all the rights of a stockholder of the Company with respect
to voting such shares and receipt of dividends and distributions on such shares.
10. No Effect on Employment. The Employee agrees to remain in
the employ of the Company and/or an Affiliate for at least one (1) year after
the date of this Agreement. Subject to any employment contract with the
Employee, the terms of such employment shall be determined from time to time by
the Company, or the Affiliate employing the Employee, as the case may be, and
the Company, or the Affiliate employing the Employee, as the case may be, shall
have the right, which is hereby expressly reserved, to terminate or change the
terms of the employment of the Employee at any time for any reason whatsoever,
with or without good cause. A leave of absence or an interruption in service
(including an interruption during military service) authorized or acknowledged
by the Company, or the Affiliate employing the Employee, as the case may be,
shall not be deemed a termination of employment for the purposes of this
Agreement. Nothing herein contained shall affect the Employee's right to
participate in and receive benefits under and in accordance with the then
current provisions of any pension, insurance or other employee welfare plan or
program of the Company or any Affiliate.
11. Changes in Stock. In the event that as a result of a
stock dividend, stock split, reclassification, recapitalization, combination of
shares or the adjustment in capital stock of the Company or otherwise, or as a
result of a merger, consolidation, spin-off or other reorganization, the
Company's Common Stock shall be increased, reduced or otherwise changed, and by
virtue of any such change the Employee shall in his or her capacity as owner of
unvested shares of Restricted Stock which have been awarded to him or her (the
"Prior Shares") be entitled to new or additional or different shares of stock or
securities (other than rights or warrants to purchase securities); such new or
additional or different shares or securities shall thereupon be considered to be
unvested Restricted Stock and shall be subject to all of the conditions and
restrictions which were applicable to the Prior Shares pursuant to this
Agreement and the Plan. If the Employee receives rights or warrants with respect
to any Prior Shares, such rights or warrants may be held or exercised by the
Employee, provided that until such exercise any such rights or warrants and
after such exercise any shares or other securities acquired by the exercise of
such rights or warrants shall be considered to be unvested Restricted Stock and
shall be subject to all of the conditions and restrictions which were applicable
to the Prior Shares pursuant to the Plan and this Agreement. The Committee in
its absolute discretion at any time may accelerate the vesting of all or any
portion of such new or additional shares of stock or securities, rights or
warrants to purchase securities or shares or other securities acquired by the
exercise of such rights or warrants.
12. Address for Notices. Any notice to be given to the
Company under the terms of this Agreement shall be addressed to the Company, in
care of its Secretary, at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx
00000, or at such other address as the Company may hereafter designate in
writing.
13. Grant is Not Transferable. Except as provided in
Paragraph 7 above, this grant and the rights and privileges conferred hereby
shall not be transferred, assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to sale under
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this grant, or of any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately shall become null and void.
14. Binding Agreement. Subject to the limitation on the
transferability of this grant contained herein, this Agreement shall be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
15. Conditions for Issuance of Certificates for Stock. The
shares of stock deliverable to the Employee may be either previously authorized
but unissued shares or issued shares which have been reacquired by the Company.
The Company shall not be required to issue any certificate or certificates for
shares of stock hereunder prior to fulfillment of all the following conditions:
(a) the admission of such shares to listing on all stock exchanges on which such
class of stock is then listed; and (b) the completion of any registration or
other qualification of such shares under any State or Federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable; and (c) the obtaining of any approval
or other clearance from any State or Federal governmental agency, which the
Committee shall, in its absolute discretion, determine to be necessary or
advisable; and (d) the lapse of such reasonable period of time following the
date of grant of the Restricted Stock as the Committee may establish from time
to time for reasons of administrative convenience.
16. Plan Governs. This Agreement is subject to all terms and
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Capitalized terms used and not defined in
this Agreement shall have the meaning set forth in the Plan.
17. Committee Authority. The Committee shall have the power
to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon the Employee, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
this Agreement. In its absolute discretion, the Board may at any time and from
time to time exercise any and all rights and duties of the Committee under the
Plan and this Agreement.
18. Captions. Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.
19. Agreement Severable. In the event that any provision in
this Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.
