RESTRICTED STOCK AGREEMENT PURSUANT TO THE REPUBLIC AIRWAYS HOLDINGS INC.
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Exhibit
10.1
(a)
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PURSUANT
TO THE
2002
EQUITY INCENTIVE PLAN
THIS
AGREEMENT is made as of ____________, 200_, by and between Republic Airways
Holdings Inc., a Delaware corporation (the “Company”), and ___________ (the
“Executive”).
W I T N E S S E T H:
WHEREAS,
pursuant to the Company’s 2002 Equity Incentive Plan (the “Plan”), the Company
desires to award the Executive, and the Executive desires to accept, restricted
shares covering _______ shares of the Company’s common stock, $.001 par value,
of the Company (the “Common Stock”) upon the terms and conditions set forth in
this Agreement and the Plan.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Award.
The
Company has awarded to the Executive restricted shares covering ________ shares
of the Common Stock (the “Shares”) at a purchase price per share of $.001 par
value. The Executive shall pay the aggregate purchase price of $______ in cash
on the date of execution of this Agreement.
2. Vesting
of Shares.
The
Shares will become vested in twelve equal monthly installments beginning
__________, 200_, and on the last day of each month thereafter, subject to
the
Executive’s continuous employment with the Company Group (as defined in the
Plan). Notwithstanding the preceding sentence, the Shares shall immediately
become fully vested upon the occurrence of (i) a Change in Control (as defined
in the Plan) of the Company or (ii) the termination of the Executive’s
employment or other service by the Company Group (as defined in the Plan) other
than for Cause (as defined in the Plan).
3. Effect
of Termination of Employment or other Service.
Upon
the termination of the Executive’s employment or other service for any reason
(or no reason) other than as described in Section 2 above (including, without
limitation, death or Disability (as defined in the Plan)), any Share which
has
not yet become fully vested shall be forfeited, and any certificate therefor
or
book entry with respect thereto or other evidence thereof shall be
cancelled.
4. Dividends
and Voting Rights.
No
dividend will be payable on unvested Shares; however, the Executive will be
credited with dividend equivalents equal to the amount or value of the dividends
that would have been paid on the unvested Shares if they were vested. The
dividend equivalents, if any, will be credited to a bookkeeping account in
the
name of the Executive. Unless the Committee (as defined in the Plan), acting
in
its discretion before a dividend is paid, determines otherwise, the amount
of
the dividend equivalent will be credited in the form of a restricted share
of
Common Stock, the number of which will be equal to the quotient rounded to
the
nearest whole number of (a) the total amount of the dividend that would have
been paid on the Executive’s unvested Shares, divided by (b) the closing price
per share of Common Stock the NASDAQ
Global Select Market on
the
dividend payment date. The “dividend equivalent” restricted shares will be
subject to substantially the same vesting, forfeiture and other terms and
conditions applicable to the corresponding unvested Shares. The Executive will
be entitled to exercise voting rights with respect to the unvested
Shares.
5. Issuance
of Shares.
The
Executive is the record owner of the Shares on the Company’s books, subject to
the restrictions and conditions set forth in this Agreement. By executing this
Agreement, the Executive expressly authorizes the Company to cancel, reacquire,
retire or retain, at its election, any unvested Shares if and when they are
forfeited in accordance with this Agreement. The Executive will execute and
deliver such other documents and take such other actions, if any, as the Company
may reasonably request in order to evidence such action with respect to any
unvested Shares that are forfeited. If a stock certificate for the Shares is
issued, it shall bear an appropriate legend to reflect the nature of the
restrictions applicable to the Shares represented by the certificate, and the
Committee may require that any or all such certificates be held in custody
by
the Company until the applicable restriction have lapsed.
6. Lapse
of Restrictions.
If, as
and when Shares become vested, and subject to the satisfaction of applicable
withholding and other legal requirements, the vested Shares will no longer
be
subject to the transfer restrictions contained in this Agreement and the
Company’s books will be updated accordingly. All the legends shall be removed
from the stock certificates of the shares of Common Stock covered by the Shares
at the time of delivery except as otherwise required by applicable law.
7. Adjustments
Upon Changes in Capitalization.
Upon a
Change in Capitalization (as defined in the Plan), an equitable substitution
or
adjustment may be made in the kind and/or number of Shares subject to the
restricted stock award as may be determined by the Committee, in its sole
discretion. Any fractional share resulting from such adjustment shall be
disregarded, and such Shares shall cover only the number of full shares
resulting from the adjustment.
8. Tax
Withholding.
By
executing this Agreement, the Executive authorizes the Company to deduct from
any compensation or any other payment of any kind (including withholding the
issuance of Shares) due to the Executive the amount of any federal, state,
local
or foreign taxes required by law to be withheld as a result of the grant or
vesting of the Shares in whole or in part; provided, however, that the value
of
the Shares and/or cash withheld may not exceed the statutory minimum withholding
amount required by law. In lieu of such deduction, the Company may condition
the
issuance of a certificate or other evidence of ownership for vested Shares
upon
the Executive’s payment of cash to the Company or making other arrangements
satisfactory to the Committee for the payment of such withholding
obligation.
9. No
Employment or other Service Rights.
Nothing
contained in this Agreement shall confer upon the Executive any right with
respect to the continuation of the Executive’s employment or other service with
the Company Group, or interfere in any way with the right of the Company Group
to terminate such employment or other service or to increase or decrease, or
otherwise adjust, the other terms and conditions of the Executive’s employment
or other service with the Company Group.
10. Provisions
of the Plan Control.
This
Agreement is subject to all the terms, conditions and provisions of the Plan
and
to such rules, regulations and interpretations as may be established or made
by
the Committee acting within the scope of its authority and responsibility under
the Plan. The Executive acknowledges receipt of a copy of the Plan prior to
execution of this Agreement. The applicable provisions of the Plan shall govern
in any situation where this Agreement is silent or where the applicable
provisions of this Agreement are contrary to or not reconcilable with such
Plan
provisions.
11. Compliance
with Law.
The
issuance and delivery of Shares under the Plan shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933,
as
amended, the Securities Exchange Act of 1934, as amended, and the requirements
of any stock exchange or market upon which the Common Stock may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance. The Committee may require each person acquiring
shares of Common Stock to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution thereof.
All certificates for shares of Common Stock delivered hereunder shall be subject
to such stop-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange or market upon which the Common
Stock may then be listed, and any applicable federal or state securities law.
The Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.
12. Miscellaneous.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware, without regard to its principles of conflict of laws. This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and may not be amended, except as provided in the
Plan, other than by a written instrument executed by the parties
hereto.
IN
WITNESS WHEREOF, this Agreement has been executed as of the date first above
written.
| REPUBLIC AIRWAYS HOLDINGS INC. | ||
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|
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| By: | Name: | |
| Title: | ||
| [Name of Executive] | ||
