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RESTRICTED STOCK AWARD AGREEMENT
Agreement made as of the ___ day of May, 1995, by and between XxXxxxxxx
Xxxxxxx Corporation (hereinafter called the "Company") and Xxxxxx X. Bavaria,
(hereinafter called the "Employee").
RECITALS
A. The Company has agreed to employ Employee and Employee has agreed to serve
as Deputy President of Xxxxxxx Aircraft Company, an unincorporated business
unit of the Company, pursuant to the terms and conditions of an Employment
Agreement by and between them, dated as of May __, 1995 (the "Employment
Agreement").
B. As a significant part of his total compensation, the Company has agreed to
provide and the Employee has agreed to accept equity ownership
opportunities to better match the interests of Employee with those of
shareholders.
C. Pursuant to the terms and conditions of the Employment Agreement, Company
has agreed to provide and Employee has agreed to accept incentive
compensation, the vesting of which will be contingent upon Employee's
continued service to the Company.
D. Accordingly, the Company has agreed to grant to Employee certain of its
common shares of the Company subject, however, to certain restrictions.
In consideration of the foregoing, and the mutual promises contained herein and
in the Employment Agreement and the XxXxxxxxx Xxxxxxx Corporation 1994
Performance and Equity Incentive Plan (the "Plan"), the Company and Employee
agree as follows:
1. Grant of Shares. Pursuant to Section 5.B. of the Employment Agreement, the
Company hereby grants to Employee 12,000 Shares (the "Restricted Shares")
subject to the restrictions and the other terms and conditions contained
herein, in the Employment Agreement, and in the Plan (collectively, the
"Conditions"). A copy of the Plan has been given to Employee and is
incorporated herein by this reference. Unless otherwise indicated,
capitalized terms in this Agreement shall have the same meaning ascribed to
such terms in the Plan.
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2. Issuance of Shares Subject to Conditions, Restrictions and Forfeiture.
Employee shall execute appropriate blank stock powers with respect to the
Restricted Shares and deliver such stock powers to the administrator of the
Plan (the "Plan Administrator"). The Company shall issue one or more stock
certificates for the Restricted Shares (with an appropriate legend
referring to the restrictions included in the Conditions) and deposit such
certificates, together with the stock powers, with the Plan Administrator.
The Plan Administrator shall issue to the Employee a receipt evidencing any
stock certificates representing the Restricted Shares registered in the
Employee's name and held by the Plan Administrator. The Employee shall be
entitled to delivery of such stock certificates upon satisfaction of the
Conditions and only in accordance with Section 6 hereof. Employee agrees
that the Conditions shall apply to the Restricted Shares and any shares or
other securities which Employee may receive or be entitled to receive as a
result of the ownership of the Restricted Shares whether the same are
issued as a result of a stock split, stock dividend, spin-off, split-up,
spin-out, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares, or any other similar transaction, or as
a result of the merger or consolidation of the Company, or sale of assets
of the Company, or similar transaction.
3. Restrictions to Transfer. Employee hereby agrees that unless and until the
Conditions are satisfied or terminated as provided in Section 5 herein,
Employee will not sell, assign, transfer, pledge, encumber or otherwise
dispose of any of the Restricted Shares (each a "Transfer") without the
prior written consent of the Committee, and any such Transfer without such
consent shall be null and void from its inception.
4. Shareholder Rights. Except for the Conditions, the Employee shall have all
rights and privileges of a stockholder of the Company as to his Restricted
Shares, including the right to receive any dividends declared with respect
to such Restricted Shares and to exercise voting rights.
5. Lapse of Restrictions. Subject to Section 7 of this Agreement, the
restrictions set forth in Section 3 hereof shall be satisfied and lapse on
the Restricted Shares as follows: 6,000 shares on August 15, 1997 and 6,000
shares on August 15, 1998.
6. Delivery of Share Certificates. As soon as practicable after the
restrictions set forth in Section 3 hereof have lapsed in accordance with
Section 5 hereof, the Plan Administrator shall deliver one or more stock
certificates representing the number of shares for which restrictions have
lapsed (to the nearest full share and cash for fractional shares, if any),
less any shares withheld pursuant to Section 8 hereof, free of the
restrictions set forth in Section 3 herein.
7. Termination of Employment. In the event the Employment Agreement terminates
prior to August 14, 1997 for any reason, all Restricted Shares upon which
restrictions have not yet lapsed in accordance with Section 5 hereof shall
vest or be forfeited in accordance with the Employment Agreement, including
without limitation Sections 5.B. and 8.D. thereof.
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8. Withholding. At such time as Share certificates are to be delivered to
Employee in accordance with Section 6 of this Agreement, the Company shall
satisfy the federal, state and local withholding requirements with respect
to such distribution. Such withholding can be satisfied at the Company's
option either by (i) the Company's withholding of Shares or (ii) by
requiring Employee's payment in cash by providing a personal check in the
required amount prior to delivery of the Shares. Notwithstanding the
foregoing, in the event Employee is subject to Section 16 of the Exchange
Act at the time of such delivery, the Company shall withhold Shares in an
amount equal to Employee's estimated federal, state and local tax
obligations, plus any additional withholding requirements related to such
delivery; provided the total withholding hereunder shall not be less than
the statutory minimum withholding amount.
9. Investment Purpose. Employee represents that he intends to acquire the
Restricted Shares for investment and not with a view to resale or other
distribution; except that the Company, at its election, may waive or
release this condition in the event the shares are registered under the
Securities Act of 1933, or upon the happening of any other contingency
which the Company shall determine warrants the waiver or release of this
condition. Employee agrees that the certificates evidencing the shares
delivered to him pursuant to Section 6 hereof may bear a restrictive
legend, if appropriate, indicating that the shares have not been registered
under said Act and are subject to restrictions on the transfer thereof.
10. Designation of Beneficiary. Employee may by written notice in form
reasonably acceptable to the Committee designate a beneficiary in
accordance with the terms and conditions of the Plan who will receive
Shares if and when restrictions lapse in accordance with the terms of this
Agreement if Employee has died prior to the date such restrictions lapse.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and date set forth above.
XXXXXXXXX XXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Plan Administrator
/s/ Xxxxxx X. Bavaria
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Xxxxxx X. Bavaria
