Schedule 10.1
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XXXXXXXX CORPORATION 1996
RESTRICTED STOCK AGREEMENT
You have been selected to be a Participant in the Xxxxxxxx Corporation 1996
Stock Incentive Plan (the "Plan"), as specified below:
GRANTEE: Xxxxxxx X. Xxxx
DATE OF GRANT: February 2, 1998
NUMBER OF SHARES OF RESTRICTED STOCK GRANTED: 4,400
THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS AGREEMENT, effective as of the Date of Grant set forth above, is
between Xxxxxxxx Corporation, an Iowa corporation (the "Company") and the
Grantee named above (the "Grantee"), covering one or more grants by the Company
to the Grantee of shares of Restricted Stock under the Xxxxxxxx Corporation
1996 Stock Incentive Plan.
1. Grant of Shares. Pursuant to action of the Compensation Committee of
the Board of Directors of the Company, and in consideration of valuable service
heretofore rendered by the Grantee to the Company, the acquisition by Grantee
of 22,000 shares of Company common stock between July 1, 1997, and December 31,
1997, (the "Acquired Shares") in addition to the 78,000 shares of Company
common stock owned outright by Grantee on June 30, 1997, (the "Base Shares")
and of the agreements hereinafter set forth, the Company hereby grants to the
Grantee the shares of Restricted Stock set forth above, $1.00 par value, of the
Company (the "Shares") subject to the terms and conditions of the Plan and this
Agreement. With respect to the grant of Shares, the "Restrictions" (as defined
in Section 2 below) shall be set forth in Section 2. The Shares shall be
recorded in the books of the Company and the Company's transfer agent in the
Grantee's name. The Grantee shall have all the rights of a stockholder with
respect to the Shares, including the right to vote and to receive all dividends
or other distributions paid or made with respect to the Shares. However, the
Shares (and any securities of the Company which may be issued with respect to
such Shares by virtue of any stock split, combination, stock dividend or
recapitalization, which securities shall be deemed to be "Shares" hereunder)
shall be subject to all the Restrictions hereinafter set forth.
2. Restrictions. Until and to the extent that the restrictions (the
"Restrictions") imposed by this Section 2 have been met or have lapsed, the
Shares shall not be sold, exchanged, assigned, transferred, pledged or
otherwise disposed of, and shall be subject to forfeiture as set forth in
Section 4 below. The Restrictions on the Shares shall lapse on February 1,
2003, provided that on that date Grantee has continuously held since the date
of the grant of the Shares at least the number of shares of Company common
stock equal to the sum of the number of Acquired Shares and the number of Base
Shares.
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3. Death, Disability or Retirement. In the event of the death,
Disability or Retirement (as those terms are defined in the Plan) of the
Grantee prior to the time that Restrictions on the Shares have been met,
Restrictions on such Shares shall lapse, and have no further effect, as of the
date of death, Disability or Retirement.
4. Forfeiture of Shares. In the event of (a) the termination of the
Grantee's employment by the Company for any reason (including resignation or
discharge with or without cause), other than death, Disability or Retirement,
or (b) the failure of Grantee to have continuously held since the date of the
grant of the shares at least the number of shares of Company common stock equal
to the sum of the number of Acquired Shares and the number of Base Shares, then
all of the Shares then subject to the Restrictions shall be forfeited, and
transferred to the Company by the Grantee, without consideration to the Grantee
or his/her executor, administrator, personal representative or heirs
("Representative").
5. Delivery of Certificates. Certificates representing Shares as to
which the Restrictions have lapsed, shall be issued in the name of the Grantee
and delivered by the Company to the Grantee or his/her Representative.
6. Withholding Taxes. The lapse of the Restrictions on any Shares
pursuant to Sections 2 or 3 above shall be conditioned on the Grantee or
his/her Representative having made appropriate arrangements with the Company to
provide for the withholding of any taxes required to be withheld by Federal,
State or local law in respect of such lapse.
7. Notices. All notices hereunder shall be in writing and shall be
deemed to be given when delivered in person or upon the second day after the
same are deposited in the U.S. Mail, postage prepaid by certified mail,
addressed as follows:
To the Company: Xxxxxxxx Corporation
0000 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
Attn: Corporate Secretary
To the Grantee or his/her Representative at the address of the Grantee at
the time appearing in the employment records of the Company as follows:
Xxxxxxx X. Xxxx
000 Xxxxxx #0000
Xxx Xxxxxx, XX 00000
or at such other address as either party may designate by notice given to the
other in accordance with these provisions.
8. Term of Agreement. This Agreement shall terminate on (a) the date the
Restricted Shares are forfeited pursuant to Section 4, or (b) the date the
Restrictions have been satisfied.
9. Succession. This Agreement shall be binding upon and operate for the
benefit of the Company and its successors and assigns and the Grantee and his
or her Representative.
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10. Continuation of Employment. This Agreement shall not confer upon
Grantee any right to continuation of employment by the Company, nor shall this
Agreement interfere in any way with the Company's right to terminate his or her
employment at any time.
11. Miscellaneous.
(a) This Agreement and the rights of Grantee hereunder are subject to
all the terms and conditions (including Shareholder approval) of the Plan,
as the same may be amended from time to time, as well as to such rules and
regulations as the Committee may adopt for administration of the Plan.
It is expressly understood that the Committee is authorized to
administer, construe, and make all determinations necessary or appropriate
to the administration of the Plan and this Agreement, all of which shall be
binding upon Grantee. Any inconsistency between this Agreement and the
Plan shall be resolved in favor of the Plan. All terms used herein shall
have the same meaning as in the Plan document.
(b) With the approval of the Board, the Committee may terminate,
amend, or modify the Plan; provided, however, that no such termination,
amendment, or modification of the Plan may in any way adversely affect
Grantee's rights under this Agreement.
(c) Grantee agrees to take all steps necessary to comply with all
applicable provisions of Federal and state securities law in exercising
Grantee's rights under this Agreement.
(d) The Plan and this Agreement are not intended to qualify for
treatment under the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
(e) This Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
(f) To the extent not preempted by Federal law, this Agreement shall
be governed by, and construed in accordance with the laws of the State of
Iowa.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Date of Grant.
XXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Vice President - General Counsel
and Secretary
Grantee: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Social Security number: ###-##-####
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