Exhibit 10(c)
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT made as of <> (the "Grant Date")
between XXXXXXX, INC., a Delaware corporation (hereinafter called "Company), and
<> <>, an employee of the Company, or one or more of its
subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company desires to grant to the Employee shares of its Common
Stock, par value $1.00 per share (hereinafter called the "Common Stock"),
subject to certain continued employment and vesting criteria, pursuant to the
terms and provisions of the Company's 1998 Stock Incentive Plan, as Amended and
Restated, (hereinafter called the "Plan"), as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and Employee's employment by the Company, the parties hereto agree as
follows:
1. THE PLAN. This Agreement is made pursuant to and in accordance with the
terms and provisions of the Plan. Anything in this Agreement to the contrary
notwithstanding, the terms and provisions of the Plan, all of which are
incorporated herein by reference, shall be controlling in the event of any
inconsistency herewith.
2. ADMINISTRATION. The Plan shall be administered by the Compensation and
Stock Incentive Committee of the Board of Directors of the Company, hereinafter
referred to as the "Committee". The Committee is authorized and empowered to
administer and interpret the Plan and this Agreement. Any interpretations of
this Agreement or of the Plan made by the Committee shall be final and binding
upon the parties hereto.
3. GRANT OF RESTRICTED STOCK. Effective as of the Grant Date, the Company
hereby irrevocably grants to the Employee <> shares of the Common Stock,
which shares are subject to satisfaction of the vesting requirements and the
terms and conditions hereinafter set forth (such shares of Common Stock being
hereinafter referred to in the aggregate as the "Restricted Stock").
4. VESTING AND CONTINUED EMPLOYMENT. All Restricted Stock shall vest in
accordance with the following vesting schedule, but only if, through such date,
Employee shall have been in the continuous employ of the Company or a subsidiary
thereof, in a position of equivalent or greater responsibility as on the Grant
Date:
Cumulative
Anniversary Percentage Number Number of
Date of This of Total Grant of Shares Shares
Agreement Fully Vested Fully Vested Fully Vested
-------------- ---------------- -------------- --------------
Total 100.0% <> <>
Unless otherwise determined by the Committee (or pursuant to procedures
established by the Committee) at or after the Grant Date, if an Employee's
employment terminates for any reason other than death or retirement on or after
age 65, as in the case of voluntary resignation of employment, all Restricted
Stock which has not yet vested shall be immediately forfeited.
Unless otherwise determined by the Committee at or after the Grant Date, if
an Employee's employment terminates by reason of death, a pro rata portion of
the restrictions pertaining to continued employment on any Restricted Stock will
lapse, based on the number of full months
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the Employee was employed during the restriction period divided by the total
number of months in the restriction period.
Unless otherwise determined by the Committee at or after the Grant Date, if
an Employee's employment terminates by reason of retirement on or after age 65,
all of the restrictions pertaining to continued employment on a Restricted Stock
will lapse.
5. ESCROW; DIVIDENDS AND VOTING RIGHTS Prior to the completion of the
vesting schedule referenced in Section 4, all shares of Restricted Stock shall
be held in escrow by the Company for the benefit of the Employee. During such
period, prior to any forfeiture of the shares, the Employee shall receive all
cash dividends declared with respect to the shares and shall have the right to
exercise all voting rights with respect to the shares. At the discretion of the
Company, any share certificates so held in escrow shall be inscribed with a
legend referencing the transfer restrictions contained in this Agreement and any
other applicable transfer restrictions. Any share certificates issued pursuant
to a stock split or as dividends with respect to the Restricted Stock held in
escrow shall also be held in escrow on the same terms as the Restricted Stock
and shall be released at the same time as, and subject to the same risk of
forfeiture as, the shares with respect to which they were issued. Any issued
Restricted Stock which the Employee does not forfeit pursuant to Section 4 shall
be transferred to the Employee free of any forfeiture conditions under the Plan
or this Agreement as soon as practicable after the service vesting condition
under Section 4 has been satisfied or no longer applies.
6. NON-TRANSFERRABILITY. No Restricted Stock granted pursuant to this
Agreement shall be assignable or transferable, and such Restricted Stock shall
not be subject to execution, attachment or other process, until that date on
which the Restricted Stock vests pursuant to Section 4. Any attempt by the
Employee to alienate, assign, pledge, hypothecate or
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otherwise dispose of the Employee's interest in this Agreement or any Restricted
Stock prior to its becoming fully vested shall be ineffective and shall permit
the Company to terminate this Agreement and cause the forfeiture of any unvested
shares. The Company may, at its discretion, place a legend to such effect on the
certificates representing the shares of Restricted Stock and issue appropriate
stop transfer instructions to the Company's transfer agent.
7. CHANGE IN CAPITALIZATION. If there are any changes in the capitalization
of the Company affecting in any manner the number or kind of outstanding shares
of Common Stock of the Company, whether such changes have been occasioned by
declaration of stock dividend, stock split-ups, reclassifications or
recapitalizations of such stock, or because the Company has merged or
consolidated with some other corporation, or for any other reason whatsoever,
then the number of shares then subject to this Agreement shall be
proportionately adjusted by the Committee as required by the Plan or to whatever
extent the Committee determines that any such change equitably requires an
adjustment. In no case shall the Company be required to issue a fractional share
of Common Stock, and the total adjustment as set forth above shall be limited
accordingly. The Committee need not treat other holders of Restricted Stock in
the same manner as the Employee is treated.
8. REQUIREMENTS OF LAW. If any law, regulation of the Securities and
Exchange Commission, or any regulation of any other commission or agency having
jurisdiction shall require the Company or the Employee to take any action with
respect to the shares of Restricted Stock covered by this Agreement, then the
date upon which the Company shall deliver or cause to be delivered the
certificate or certificates for the shares of Restricted Stock shall be
postponed until full compliance has been made with all such requirements or law
or regulation. Further, at or before the time of the delivery of any shares of
Restricted Stock, the Employee
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shall, if requested by the Company, deliver to the Company a written statement
that the Employee intends to hold the shares, so acquired for investment and not
with a view to resale or other distribution thereof to the public. Further, in
the event the Company shall determine that, in compliance with the Securities
Act of 1933 or other applicable statute or regulation, it is necessary to
register any of the shares of Restricted Stock, or to qualify any such shares
for exemption for any of the requirements of the Securities Act of 1933 or other
applicable statute or regulations, then the Company shall take such action as
its own expense, but not until such action has been completed shall the shares
be issued in the name of the Employee.
9. WITHHOLDING. The Company shall have the power and the right to deduct or
withhold or require an Employee to remit to the Company, an amount (including
any shares of Common Stock withheld as provided herein) sufficient to satisfy
Federal, state and local taxes (including the Employee's FICA obligation)
required by law to be withheld with respect to a grant of Restricted Stock. With
the Company's consent, the Employee shall be able to elect that such
tax-withholding requirements be satisfied, in whole or in part, (1) by tendering
shares of Common Stock held by the Employee at least twelve (12) months prior to
their tender or (2) through a reduction in the number of shares of Restricted
Stock issued or transferred to the Employee. Any such election shall be
irrevocable, made in writing and signed by the Employee. The Company reserves
the right to reduce the number of shares of Restricted Stock issued or
transferred to the Employee in order to satisfy such minimum applicable tax
withholding requirements.
10. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to limit or
restrict the right of the Company or any of its subsidiaries to terminate an
Employee's
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employment at any time with or without cause, or to increase or decrease the
compensation of the Employee from the rate in existence at the time of the Grant
Date.
11. GOVERNING LAW: This Plan and all awards made and actions taken
hereunder shall be governed by and construed in accordance with the Delaware
General Corporation Law, to the extent applicable, and in accordance with the
laws of the State of Georgia in all other respects.
IN WITNESS WHEREOF, the company has caused this Agreement to be duly
executed by an authorized officer, and the Employee has hereunto set hand and
seal, all as of the day and year first above written.
Xxxxxxx, Inc.
By:
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Employee
By:
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Social Security #:
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