Contract
Exhibit
99.1
THE
RESTRICTED SHARES AWARDED UNDER THIS RESTRICTED STOCK AWARD AGREEMENT ARE
SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE UNTIL VESTED.
LMI
AEROSPACE, INC.
RESTRICTED
STOCK AWARD AGREEMENT
TO: [Grantee]
For
the
purposes set forth in the LMI Aerospace, Inc. (“Company”) 2005 Long-Term
Incentive Plan, as the same may be amended from time to time (the “Plan”), you
have been awarded by the Committee Three Thousand (3,000) shares of the common
stock of the Company, $0.02 par value per share (the “Restricted Shares”), which
award (the “Award”) is subject to and conditioned upon your acceptance of this
Restricted Stock Award Agreement (the “Agreement”).
The
terms
of the Award are as set forth in this Agreement and in the Plan. The Plan is
incorporated into this Agreement by reference, which means that this Agreement
is limited by and subject to the express terms and provisions of the Plan.
In
the event of a conflict between the terms of this Agreement and the terms of
the
Plan, the terms of the Plan shall control. Capitalized terms that are not
defined in this Agreement have the meanings given to them in the Plan. The
more
salient terms of the Award are summarized as follows:
1. Grant
Date:
[ ]
2. Number
of Restricted Shares Subject to this Award: [
].
3. Restricted
Period. Restricted
Shares awarded hereunder shall remain unvested and restricted for a period
of
three (3) years, commencing on the Grant Date specified in paragraph 1 above
and
ending on the third anniversary thereof; provided, however, that notwithstanding
the foregoing, the “Restricted Period” (as defined below) shall earlier lapse
and such Restricted Shares shall vest and become unrestricted upon your death
or
Permanent Disability. As used herein, the term “Restricted Period” means the
first to occur of: (a) your death; (b) your Permanent Disability; or (c) the
expiration of the aforementioned three year period. During the Restricted
Period, the Restricted Shares awarded to you pursuant to this Agreement shall
not be sold, assigned, transferred or otherwise disposed of, or mortgaged,
pledged or otherwise encumbered except as provided in this Agreement or in
the
Plan.
4. Termination.
All
Restricted Shares granted under this Agreement shall terminate upon the
termination of your status as a Director of the Company and its Affiliates
at
any time during the Restricted Period for any reason other than your death
or
Permanent Disability.
5. Rights
As a Stockholder.
Restricted Shares, when issued, will be represented by a stock certificate
or
certificates registered in your name. If requested by the Company,
such certificate shall bear a legend in substantially the following
form:
“The
shares represented by this certificate are subject to the terms and conditions
(including forfeiture and restrictions against transfer) contained in the LMI
Aerospace, Inc. 2005 Long-Term Incentive Plan. A copy of such Plan is on file
in
the office of LMI Aerospace, Inc.”
You
will
deposit such certificates with the Company or its designee, together with stock
powers or other instruments of assignment, each endorsed in blank, which will
permit transfer to the Company of all or any portion of the Restricted Shares
that shall have been forfeited. The Restricted Shares shall constitute issued
and outstanding shares of Common Stock for all corporate purposes other than
the
right to receive and retain dividends or other distributions in respect of
such
shares (“Retained Distributions”). You will have the right to vote such
Restricted Shares and to exercise all other rights, powers and privileges of
a
holder of Common Stock with respect to such shares, with the exception that
(i)
you will not be entitled to delivery of the stock certificate or certificates
representing such Restricted Shares until the Restricted Period shall have
expired and unless all other vesting requirements with respect thereto shall
have been fulfilled; (ii) the Company will retain custody of the stock
certificate or certificates representing the Restricted Stock during the
Restricted Period; (iii) the Company will retain custody of all distributions
made or declared in respect of the Restricted Shares (and such Retained
Distributions will be subject to the same restrictions, terms and conditions
as
are applicable to the Restricted Shares until such time, if ever, as the
Restricted Shares with respect to which such Retained Distributions shall have
been made, paid or declared shall have become vested, and such Retained
Distributions shall not bear interest or be segregated in separate accounts);
(iv) you may not sell, assign, transfer or otherwise dispose of, or mortgage,
pledge, or otherwise encumber any Restricted Shares or any Retained
Distributions during the Restricted Period; and (v) a breach of any
restrictions, terms or conditions provided in the Plan or established by the
Committee with respect to any Restricted Shares or Retained Distributions will
cause a forfeiture of such Restricted Shares and any Retained Distributions
with
respect thereto.
6. Termination
of Restricted Period. Upon
the
termination of the Restricted Period (whether by your death, Permanent
Disability or the expiration of the three-year period referred to in paragraph
3) with respect to your Restricted Shares and the satisfaction of any other
applicable restrictions, terms and conditions, all Restricted Shares issued
to
you and any Retained Distributions with respect to such Restricted Shares shall
become vested and no longer subject to forfeiture. The Company shall promptly
thereafter issue and deliver to you new stock certificates or instruments
representing the Restricted Shares and other distributions registered in your
name or, if deceased or disabled, your legatee, personal representative or
distributee, which do not contain the legend set forth in Section 5
hereof.
7. Beneficiary
Designation.
You may
designate a beneficiary for each outstanding grant of Restricted Shares in
the
event of your death. If no beneficiary is designated or the beneficiary does
not
survive you, the award shall be made to your surviving spouse, or, if there
is
none, to your estate.
8. Section
83(b) Election.
If you
decide to file an election with the Internal Revenue Service to include the
Fair
Market Value of any of your Restricted Shares awarded hereunder in your gross
income as of the date of this Award, you shall promptly furnish to the Company
a
copy of such election, together with the amount of any federal, state, local
or
other taxes required to be withheld, to enable the Company to claim an income
tax deduction with respect to such election.
9. Taxes.
(a) Generally.
You are ultimately liable and responsible for all taxes owed in connection
with
the Award, regardless of any action the Company or any of its subsidiaries
takes
with respect to any tax withholding obligations that arise in connection with
the Award. Neither the Company nor any of its subsidiaries makes any
representation or undertaking regarding the treatment of any tax withholding
in
connection with the grant or vesting of the Award or the subsequent sale of
Shares after the Restricted Shares have vested. The Company and its subsidiaries
do not commit and are under no obligation to structure the Award to reduce
or
eliminate your tax liability.
(b) Payment
of Withholding Taxes. Unless you have filed a Section 83(b) election, the
vesting of Restricted Shares will trigger a taxable event. Prior to the
occurrence of vesting, you must arrange for the satisfaction of the minimum
amount of such tax, whether federal, state or local, including any social
security tax obligation (“Tax Withholding Obligation”) in a manner acceptable to
the Company.
You
may
satisfy your Tax Withholding Obligation by:
(i) delivering
of a certified check payable to the Company, c/o the Corporate Secretary, at
the
address specified in Section 12, or such other address as the Company may from
time to time direct; or
(ii) electing
in writing to have the Company retain that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld (rounded downward
to
the nearest whole) determined on the applicable Vest Date; or
(iii) such
other means as the Committee may permit;
provided,
however, that if you do not elect the means by which you will satisfy your
Tax
Withholding Obligation within five business days following the date upon which
the Restricted Shares vest, the Company may satisfy this obligation by any
means
reasonable, including automatic deduction from your check for director
fees.
10. Registration.
The
Company currently has an effective registration statement on file with the
Securities and Exchange Commission with respect to your Restricted Shares.
The
Company intends to maintain this registration but has no obligation to do so.
If
the registration ceases to be effective, you will not be able to transfer or
sell shares even after the restrictions lapse unless exemptions from
registration under applicable securities laws are available. Such exemptions
from registration are limited and might be unavailable. You agree that any
resale by you of Shares shall comply in all respects with the requirements
of
all applicable securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act, the Exchange Act and the
respective rules and regulations promulgated thereunder) and any other law,
rule
or regulation applicable thereto, as such laws, rules and regulations may be
amended from time to time. The Company shall not be obligated to either issue
Restricted Shares or permit the resale of any shares following vesting, if
such
issuance or resale would violate any such requirements.
11. Limitation
on Rights; No Right to Future Grants.
By
entering into this Agreement and accepting the Award, you acknowledge that:
(a)
the Plan is discretionary and may be modified, suspended or terminated by the
Board at any time as provided in the Plan; (b) the grant of the Award is a
one-time benefit and does not create any contractual or other right to receive
future grants of awards or benefits in lieu of awards; (c) all determinations
with respect to any such future grants, including, but not limited to, the
times
when awards will be granted, the number of shares of Common Stock subject to
each award, the award price, if any, and the time or times when each award
will
be settled, will be at the sole discretion of the Company; (d) your
participation in the Plan is voluntary; (e) the Award is not part of normal
or
expected compensation for any purpose, including without limitation for
calculating any benefits, severance, resignation, termination, redundancy,
end
of service payments, bonuses, long-term service awards, pension or retirement
benefits or similar payments; (f) the future value of the common stock subject
to the Award is unknown and cannot be predicted with certainty; and (g) neither
the Plan, the Award nor the issuance of the Restricted Shares confers upon
you
any right to any relationship with the Company or any subsidiary
other
than as expressly provided hereby or thereby.
12. Execution
of Award Agreement.
Please
acknowledge your acceptance of the terms and conditions of the Award by signing
the original of this Agreement and returning it to the Corporate Secretary
of
the Company at the principal corporate offices of the Company at 0000 Xxxxxxx
Xxxx, Xx. Xxxxxxx, Xxxxxxxx 00000. If you do not sign and return this Agreement,
the Company is not obligated to provide you any benefit hereunder and may refuse
to issue Restricted Shares to you.
13. Governing
Law.
The
validity, construction, and effect of this Agreement and any rules and
regulations relating to this Agreement, shall be determined in accordance with
the internal laws, and not the law of conflicts, of the State of
Missouri.
14. Rights
and Remedies Cumulative.
All
rights and remedies of the Company and you enumerated in this Agreement shall
be
cumulative and, except as expressly provided otherwise in this Agreement, none
shall exclude any other rights or remedies allowed by law or in equity, and
each
of said rights or remedies may be exercised and enforced
concurrently.
15. Headings.
Headings
are given to the sections and subsections of this Agreement solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction-or interpretation of this Agreement
or any provision thereof.
16. Entire
Agreement.
This
Agreement and the Plan constitute the entire agreement between the Company
and
you in respect of the subject matter of this Agreement, and this Agreement
supersedes all prior and contemporaneous agreements between the parties hereto
in connection with the subject matter of this Agreement. No officer, employee
or
other servant or agent of the Company, and no servant or agent of you is
authorized to make any representation, warranty or other promise not contained
in this Agreement. No change, termination or attempted waiver of any of the
provisions of this Agreement shall be binding upon any party hereto unless
contained in a writing signed by the party to be charged.
17. Successors
and Assigns.
At the
option of the Company, the rights of the Company under this Agreement
may be transferable to any one or more persons or entities, and all
covenants and agreements hereunder so transferred shall inure to the benefit
of,
and be enforceable by, such transferees.
Very
truly yours,
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LMI
AEROSPACE, INC.
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By:
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Name:
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Title:
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Facsimile
No.:
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(
)
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ACCEPTANCE
AND ACKNOWLEDGMENT
I,
a
resident of ________________ (state, or country if other than U.S.), accept
and
agree to the terms of the Award described in this Agreement and in the Plan,
acknowledge receipt of a copy of this Agreement, the Plan and the applicable
Plan Summary, and acknowledge that I have read them carefully and that I fully
understand their contents.
Dated:
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Taxpayer
I.D. Number
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Participant
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Address:
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Facsimile
No.:
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