ANGELICA CORPORATION
Exhibit
10.3
XXXXXXXX
CORPORATION
1999
PERFORMANCE PLAN
(Special
Ten Year Retention Grant)
This
Restricted Stock Agreement (this “Agreement”) is made and entered into as of
_______________by and between Xxxxxxxx Corporation, a Missouri corporation
(the
“Company”) and ______________ (“Employee”).
WHEREAS,
Employee has been designated a participant in the Company’s Special 2006
Long-Term Incentive Program; and
WHEREAS,
in consideration of the foregoing, the Board of Directors of the Company desires
to award restricted shares of the Company’s common stock, $1.00 par value (the
“Common Stock”), to Employee under and in accordance with the terms of the
Company’s 1999 Performance Plan (“Plan”), and Employee desires to receive such
shares on the terms and conditions, and subject to the restrictions, herein
set
forth; and
NOW,
THEREFORE, in consideration of the terms and conditions herein contained and
for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged by each of the parties hereto, the parties hereby agree
as
follows:
Section
1. Definitions.
As
used
in this Agreement, the following terms shall have the following
meanings:
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A.
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“Award”
means the award provided for in Section
2.
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B.
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“Board
of Directors” means the Board of Directors of the
Company.
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C.
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“Cause”
means (i) Employee’s willful and continued failure to substantially
perform his duties and responsibilities with the Company (other than
as a
result of incapacity due to a physical or mental condition), after
a
written demand for substantial performance is delivered by the Company
to
Employee in which there is a specific identification of the manner
in
which Employee is not substantially performing his duties and
responsibilities; (ii) Employee’s commission of an act constituting a
criminal offense involving moral turpitude, dishonesty or breach
of trust;
or (iii) Employee’s material breach of the terms of any employment
agreement between Employee and the
Company.
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D.
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“Date
of Award” means
_____________________.
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E.
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“Disability”
means that Employee has been unable to perform the duties and
responsibilities then required of him on a full-time basis for a
period of
180 consecutive business days by reason of physical or mental condition.
Disability
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shall
be
deemed to exist when certified by a physician or physicians selected by the
Company who are acceptable to Employee or Employee’s legal representative, such
agreement as to acceptability not to be unreasonably withheld.
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F.
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“Performance
Goal” means earnings per share by the Company of $1.67 or more for any
one
full fiscal year during the Performance
Period
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G.
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“Performance
Period” means the period of ten (10) consecutive fiscal years of the
Company, commencing January 28, 2007 (i.e. commencing with the Company’s
Fiscal Year 2007).
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H.
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“Period
of Restriction” means with respect to the Restricted Shares, the period of
time between the Date of Award and the earlier of either: (i) the
date
that the Restrictions lapse in whole or in part as set forth in Section
3(b), 3(c) or 5 of this Agreement ; or (ii) the date the Restricted
Shares
are forfeited in whole or in part, as set forth in Section 4(a) or
4(b) of
this Agreement.
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I.
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“Restricted
Shares” means the shares of the Company’s common stock being granted
pursuant to Section 2 of this Agreement, as well as any additional
shares
of common stock or other securities that may be issued after the
date of
the initial grant pursuant to Section 9 of this Agreement.
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J.
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“Restrictions”
mean the restrictions on the Restricted Shares as provided for in
Section
6 of this Agreement.
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Section
3. Vesting
of Restricted Shares. Subject
to the terms and conditions of this Agreement, and for so long as Employee
remains an employee of the Company, the Restricted Shares shall vest, and the
Restrictions upon such Restricted Shares shall lapse, all in accordance with
the
following:
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(a)
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During
the Performance Period, ten percent (10%) of the total Restricted
Share
Award shall become eligible to vest upon each annual anniversary
of the
Date of Award (but shall not actually vest pending achievement of
the
Performance Goal pursuant to Section 3(b)
below).
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(b)
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Upon
the Company achieving the Performance Goal, all Restricted Shares
that
have become eligible to vest pursuant to Section 3(a) above shall,
thereupon, immediately vest, and all Restrictions as to such vested
Restricted Shares shall immediately
lapse.
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(c)
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After
the Company has achieved the Performance Goal, and in addition
to those
Restricted Shares that have vested pursuant to Section 3(b) above,
an
additional ten percent (10%) of the total Restricted Share Award
shall
vest upon each subsequent annual anniversary of the Date of Award
during
the remainder of the Performance Period, and all Restrictions
as to such
additional Restricted Shares shall immediately lapse at the time
they
vest.
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Section
4. Forfeiture
of Restricted Shares.
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(a)
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If,
during the Performance Period, Employee shall cease to be employed
by the
Company
due to a termination by the Company for Cause or termination by
Employee
for any reason other than death, Disability or retirement on or after
attaining
age 65, Employee shall immediately forfeit to the Company all Restricted
Shares that have not previously vested pursuant to either Section
3(b),
Section 3(c) or Section 5, without any consideration paid to Employee,
and, thereafter,
Employee shall have no further rights with respect to such forfeited
Restricted
Shares. If Employee’s employment with the Company terminates during
the Performance Period by reason of Employee’s death, Disability or
retirement
on or after attaining age 65, Employee shall remain eligible to earn
those
Restricted Shares that have, prior to the date of such termination,
become
available to vest pursuant to Section 3(a), upon the Company achieving
the
Performance Goal as provided in Section 3(b); provided, however,
that all
remaining
Restricted Shares that have not become available to vest by such
date
shall
be immediately forfeited by Employee to the Company.
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(b)
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If,
at the end of the Performance Period, Employee has remained continuously
employed by Company during the Performance Period, but Company has
failed
to achieve the Performance Goal, then, to the extent the Restricted
Shares
have not previously vested pursuant to Section 5 below, Employee
shall
immediately forfeit to the Company all Restricted Shares, without
consideration paid to Employee and, thereafter, Employee shall have
no
further rights with respect to such Restricted
Shares.
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Section
5. Change of Control. Notwithstanding anything to the contrary contained herein,
and so long as the Restricted Shares have not previously been forfeited pursuant
to Section 4(a) or Section 4(b) above, then if, at any time following the
Date of Award until the end of the Performance Period, there occurs a
Change of Control as defined in the 1999 Performance Plan, all Restricted Shares
that have not yet vested shall thereupon immediately vest and all restrictions
on such Restricted Shares shall thereupon immediately lapse.
Section
6. Limitations
on Transfer.
Restricted Shares may not be sold, assigned, transferred, exchanged, pledged,
hypothecated, or otherwise encumbered until such Restricted Shares have vested,
and no such sale, assignment, transfer, exchange, pledge, hypothecation, or
encumbrance prior to the time such Restricted Shares have vested, whether made
or created by voluntary act of Employee or of any agent of such Employee or
by
operation of law, shall be
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recognized
by, or be binding upon, or shall in any manner affect the rights of, the Company
or any agent or any custodian holding certificates for such Restricted
Shares.
Section
7. Shareholder
Rights during Period of Restriction.
Unless
and until such Restricted Shares are forfeited as set forth in Sections 4(a)
or
4(b) hereof, and subject to the Restrictions set forth in Section 6 above,
Employee shall have all of the rights of a shareholder of the Company with
respect to Restricted Shares, including the right to vote and to receive
dividends on the Restricted Shares.
Section
8. Issuance
of Shares.
No
certificates for shares of Common Stock shall be delivered to Employee as to
any
Restricted Shares before the Period of Restriction as to such Restricted Shares
has ended, but the Employee’s interest in shares shall be entered in records
maintained for this purpose by the Company. The Company shall deliver
certificates for the Restricted Shares that have vested pursuant to Section
3(b), 3(c) or 5 of this Agreement as soon as practicable after the date such
shares vest. Any certificate issued for Restricted Shares that have vested
under
this Agreement shall be registered in the name of the Employee unless the
Employee gives written instructions to register such shares in another
name.
Section
9. Adjustment
in Certain Events.
If
there is any change in the Common Stock by reason of stock dividends, split-ups,
mergers, consolidations, reorganizations, combinations or exchanges of shares
or
the like, each Restricted Share under this Agreement shall be adjusted in the
same manner as any other share of the Company’s Common Stock and the provisions
of this Agreement shall extend not only to the number of Restricted Shares
awarded hereunder, but also to all additional shares of Common Stock or other
securities received by Employee pursuant to any such change with respect to
the
Restricted Shares granted hereunder, which additional shares of Common Stock
or
other securities shall be deemed to be Restricted Shares for purposes of this
Agreement.
Section
10. Amendment.
This
Agreement may be amended by mutual consent of the parties hereto by written
agreement.
Section
11. Withholding.
The
Company shall have the right to withhold from or require Employee to pay to
the
Company any amounts required to be withheld by the Company in respect of any
federal, state or local taxes in respect of the Restricted Shares or any
compensation under this Agreement. Employee may elect to have such withholding
satisfied by a reduction in the number of Restricted Shares deliverable to
Employee under this Agreement at such time, such reduction to be calculated
based on the average of the high and low market prices per share of stock on
the
date of such election.
Section
12. Governing
Law.
This
Agreement shall be construed and administered in accordance with the laws of
the
State of Missouri.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the
day first written above.
XXXXXXXX
CORPORATION
By:
Xxxxxxx
X. X’Xxxx
Chief
Executive Officer
EMPLOYEE
_______________________________________
Printed
Name: ____________________________
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