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EXHIBIT 10.3
SKECHERS U.S.A., INC.
1998 STOCK OPTION, DEFERRED STOCK
AND RESTRICTED STOCK PLAN
DEFERRED STOCK OR
RESTRICTED STOCK AWARD AGREEMENT
Participant Name:___________________
This AGREEMENT dated as of the _____ day of _______________, ____,
between SKECHERS U.S.A., INC., a California corporation (the "Company") and
________________ (the "Participant").
RECITALS
WHEREAS, the Company has established the 1998 Stock Option, Deferred
Stock and Restricted Stock Plan (the "Plan") effective as of January 15, 1998,
and
WHEREAS, pursuant to Section 2 of the Plan, the Administrator has
granted to the Participant by action duly taken on __________, ______,(the
"Award Date") a deferred stock award (the "Deferred Stock Award") and/or a
restricted stock award (the "Restricted Stock Award") based upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of services rendered and to be
rendered by the Participant and the mutual promises made herein, the mutual
benefits to be derived therefrom and other good and valuable consideration, the
parties agree as follows:
AGREEMENT
1. Grant. Subject to the terms of this Agreement, the Company
grants to the Participant the following:
(a) Deferred Stock Award:
________________ shares of Common Stock of the
Company (the "Deferred Stock")
Price (optional): $_____________ per share
Restricted Period: ____________________ to
__________________
Performance Objectives (optional):
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Other Restrictions:
(b) Restricted Stock Award:
________________ shares of Common Stock of the
Company (the "Restricted Stock")
Price (optional): $_____________ per share
Restricted Period: ____________________ to
____________________
Performance Objectives (optional):
Other Restrictions:
2. Deferred Stock.
(a) Restriction. Subject to the provisions of the Plan and
this Agreement, during the Restricted Period, Participant is not permitted to
sell, transfer, pledge or assign shares of Deferred Stock awarded hereunder.
(b) Voting Rights, Dividends and Certificates. Participant
shall generally not have the rights of a shareholder of the Company, including
the right to vote the shares during the Restricted Period; provided, however,
that dividends declared during the Restricted Period with respect to the number
of shares covered by the Deferred Stock Award shall be paid to Participant.
Certificates for shares of unrestricted Stock shall be delivered to Participant
promptly after, and only after, the Restricted Period expires without forfeiture
in respect of such shares of Deferred Stock, except as the Participant otherwise
determines.
(c) Termination. Subject to the provisions of Section 7 of the
Plan and this Agreement, upon termination of employment for any reason during
the Restricted Period, all shares still subject to restriction shall be
forfeited by Participant, and Participant shall only receive the amount, if any,
paid by Participant for such Deferred Stock, plus simple interest at 8% per
year.
(d) Expiration. At the expiration of the Restricted Period,
stock certificates in respect of such shares of Deferred Stock shall be
delivered to Participant, or his legal representative, in a number equal to the
shares of Stock covered by the Deferred Stock Award.
3. Restricted Stock.
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(a) Restriction. Subject to the provisions of the Plan,
Participant is not permitted to sell, transfer, pledge or assign the shares of
Restricted Stock during the Restricted Period.
(b) Certificates and Legend. Participant shall be issued a
stock certificate in respect of such shares of Restricted Stock; and such
certificate shall be registered in the name of Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Skechers U.S.A., Inc., 1998 Stock Option, Deferred
Stock and Restricted Stock Plan and a Restricted Stock Award Agreement
entered into between the registered owner and Skechers U.S.A., Inc.
Copies of such Plan and Agreement are on file in the offices of
Skechers U.S.A., Inc."
The stock certificates evidencing such shares shall be held in
the custody of the Company until the restrictions thereon shall have lapsed, and
that, as a condition of any Restricted Stock award, Participant shall have
delivered a stock power, endorsed in blank, relating to the Stock covered by
such Award, a form of which is attached here to as Exhibit A.
(c) Voting Rights. Except as provided herein, Participant
shall have all of the rights of a shareholder of the Company, including the
right to vote the shares, and the right to receive any dividends thereon during
the Restricted Period.
(d) Termination. Subject to the provisions of this Agreement
and Section 7 of the Plan, upon termination of employment for any reason during
the Restricted Period, all shares still subject to restriction shall be
forfeited by Participant, and Participant shall only receive the amount, if any,
paid by the Participant for such Restricted Stock, plus simple interest at 8%
per year.
4. Governing Plan. This Agreement hereby incorporates by reference the
Plan and all of the terms and conditions of the Plan as heretofore amended and
as the same may be amended from time to time hereafter in accordance with the
terms thereof, but no such subsequent amendment shall adversely affect
Participant's rights under this Agreement and the Plan except as may be required
by applicable law. Participant expressly acknowledges and agrees that the
provisions of this Agreement are subject to the Plan; the terms of this
Agreement shall in no manner limit or modify the controlling provisions of the
Plan, and in case of any conflict between the provisions of the Plan and this
Agreement, the provisions of the Plan shall be controlling and binding upon the
parties hereto. Participant also hereby expressly acknowledges, represents and
agrees as follows:
(a) Acknowledges receipt of a copy of the Plan, a copy of
which is attached hereto and by reference incorporated herein, and represents
that he/she is familiar with the terms and provisions of said Plan, and hereby
accepts this Agreement subject to all the terms and provisions of said Plan.
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(b) Agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising
under the Plan.
(c) Acknowledges that he/she is familiar with Sections of the
Plan regarding the issuance of the [DEFERRED STOCK AND/OR RESTRICTED STOCK].
5. Representations and Warranties. As a condition to the issuance of
any portion of shares of [RESTRICTED STOCK/DEFERRED STOCK] the Company may
require Participant receiving such shares to make any representation and/or
warranty to the Company as may, in the judgment of counsel to the Company, be
required under any applicable law or regulation, including but not limited to a
representation and warranty that the shares are being acquired only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required
under the Securities Act of 1933 or any other applicable law, regulation or rule
of any governmental agency. Participant hereby represents to the Company that
the shares issuable pursuant to this Agreement are being acquired only for
investment and without any present intention to sell or distribute such
securities.
6. No Enlargement of Employee Rights. Nothing in this Agreement shall
be construed to confer upon Participant(if an employee) any right to continued
employment with the Company, any Parent or Subsidiary, or to restrict in any way
the right of the Company, a Subsidiary or Parent to terminate his/her
employment. Participant acknowledges that in the absence of an express written
employment agreement to the contrary, Participant's employment with the Company
may be terminated by the Company at any time, with or without cause.
7. Execution and Delivery. Participant acknowledges that Participant
shall have no rights with respect to any Award granted by the Company unless and
until Participant executes an Award Agreement and delivers it to the Company
within sixty days of such award (or such other period as the Participant may
specify after the Award Date).
8. Withholding of Taxes. Participant authorizes the Company to
withhold, in accordance with any applicable law, from any compensation payable
to him any taxes required to be withheld by federal, state or local law as a
result of the grant of Deferred Stock and/or Restricted Stock Award.
9. Laws Applicable to Construction. This Agreement shall be construed
and enforced in accordance with the laws of the State of California.
10. Agreement Binding on Successors. The terms of this Agreement shall
be binding upon the executors, administrators, heirs, successors, transferees
and assignees of the Participant.
11. Costs of Litigation. In any action at law or in equity to enforce
any of the provisions or rights under this Agreement or the Plan, the
unsuccessful party to such litigation, as determined by the court in a final
judgment or decree, shall pay the successful party or parties all costs,
expenses and reasonable attorneys' fees incurred by the successful party or
parties (including without limitation costs, expenses end fees on any appeals),
and if the successful party recovers judgment in any
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such action or proceeding such costs, expenses and attorneys' fees shall be
included as part of the judgment.
12. Necessary Acts. The Participant agrees to perform all acts and
execute and deliver any documents that may be reasonably necessary to carry out
the provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.
13. Counterparts. For convenience this Agreement may be executed in any
number of identical counterparts, each of which shall be deemed a complete
original in itself and may be introduced in evidence or used for any other
purpose without the production of any other counterparts.
14. Invalid Provisions. In the event that any provision of this
Agreement is found to be invalid or otherwise unenforceable under any applicable
law, such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision was not contained herein.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written. By Participant's execution of this Agreement,
Participant agrees to the terms and conditions hereof and of the Plan.
SKECHERS U.S.A., INC. PARTICIPANT
By: _________________________ _______________________
Name: (Signature)
Title:
_______________________
(Print Name)
_______________________
(Address)
_______________________
(City, State, Zip Code)
_______________________
(Social Security)
By his or her signature below, the spouse of the Participant, of such
Participant be legally married as of the date of his execution of this
Agreement, acknowledges that he or she has read this Agreement and the Plan and
is familiar with the terms and provisions thereof, and agrees to be bound by all
the terms and conditions of said Agreement and said Plan document.
___________________________
Spouse
Dated:____________________
By his or her signature below the Participant represents that
he or she is not legally married as of the date of execution of this Agreement.
___________________________
Participant
Dated:____________________
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EXHIBIT A
STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
_______________________________________) Shares of the _________________________
Stock of the ______________________________________________________ Corporation
standing in ___________________________ name(s) on the books of said Corporation
represented by certificate(s) No. _____________________________________________
herewith and do hereby irrevocably constitute and appoint ______________________
______________________________________________________________________ attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitute.
Dated _____________________ ___________________________________
___________________________________
THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) ON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE.
THE SIGNATURE(S) OF THE ASSIGNOR(S) MUST BE GUARANTEED HEREON.
