CLASSIC COMMUNICATIONS, INC. 1998 RESTRICTED STOCK AWARD PLAN AWARD AGREEMENT
1
EXHIBIT 10.6(b)
CLASSIC COMMUNICATIONS, INC.
1998 RESTRICTED STOCK AWARD PLAN
AWARD AGREEMENT
THIS AGREEMENT, made as of July 29, 1998, is between CLASSIC
COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and XXXXXX X.
SEACH (the "Grantee").
WHEREAS, the Board of Directors of the Company has awarded to the
Grantee a total of 242,209 shares of the Company's Voting Common Stock, $0.01
par value per share (the "Restricted Stock"), subject to the restrictions set
forth in the 1998 Restricted Stock Award Plan (the "Plan") and this Agreement;
and
WHEREAS, the Grantee has agreed to accept the shares of Restricted
Stock awarded to the Grantee subject to the terms, conditions and restrictions
set forth in the Plan and this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
(1) Grantee accepts the award of
242,209 shares of Restricted Stock
made to Grantee by the Committee (as
defined in the Plan), subject to the
restrictions set forth in the Plan
and which shall vest as follows:
evenly on a monthly basis over three
years (1/36 per month) beginning on
the date hereof.
(2) Grantee certifies and agrees
that the shares of Restricted Stock
are being acquired by Grantee in
accordance with and subject to the
terms, conditions, and restrictions
of the Plan, including, without
limitation, Paragraphs 7 and 11
thereof, and this Agreement.
Grantee explicitly agrees that the
shares of Restricted Stock acquired
by Grantee will not be sold except
pursuant to an effective
registration statement under the
Securities Act of 1933 (the "Act")
unless the Company has received (i)
an opinion of counsel satisfactory
to it to the effect that such
transfer does not require
registration under the Act, and (ii)
for any sale under Rule 144 of the
Act, such evidence of compliance
with that Rule as the Company shall
request. Grantee certifies that he
is acquiring the Restricted Stock
for his own account and not on
behalf of any other person or for
further distribution.
(3) Notwithstanding the
provisions of the Company's Common
Stock or any other agreement to the
contrary, Grantee agrees that in the
event of distributions with respect
to the Company's Common Stock, the
Grantee shall be entitled to $3.77
less per share in cumulative
distributions than the amount
otherwise payable to other holders
of Common Stock. In the event that
any dividend is distributed to the
holders of Common Stock, the first
$3.77 of such
2
cumulative dividends with respect to
each of Grantee's Restricted Stock
shall be withheld by the Company and
instead shall be distributed totally
to the other holders of Common Stock.
(4) The provisions of this
Agreement shall be applicable to the
Restricted Stock and to any shares
or other securities of the Company
or another corporation that may be
acquired by the Grantee as a result
of a stock dividend, stock split,
recapitalization, reclassification,
combination of shares, or the
adjustment in the capital stock of
the Company or otherwise, or as a
result of a reorganization, merger,
consolidation or other
reorganization affecting the shares
of Restricted Stock.
(5) This Agreement shall be
binding upon and inure to the
benefit of the Company and the
Grantee, and the Company's
successors and assigns.
(6) This Agreement may not be
modified, amended, renewed, or
terminated, nor may any term,
condition, or breach of any term or
condition be waived, except by a
writing signed by the party or
parties sought to be bound by such
modification, amendment, renewal,
termination or waiver. Any waiver
of any term, condition, or breach of
any term or condition shall not
operate as a waiver of breach of the
same term or condition for the
future, or of any subsequent breach.
(7) In the event of the
invalidity of any part or provision
of this Agreement, such invalidity
shall not affect the enforceability
of any other part or provision of
this Agreement.
CLASSIC COMMUNICATIONS, INC.
By: /s/ J. XXXXXXX XXXXXXX
------------------------------------
J. Xxxxxxx Xxxxxxx
Chief Executive Officer
/s/ XXXXXX X. SEACH
---------------------------------------
Xxxxxx X. Seach, Grantee
2
