EXHIBIT 10.28
RESTRICTED STOCK AGREEMENT-
HUTTIG BUILDING PRODUCTS, INC.
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
January 28, 2003
The parties to this Restricted Stock Agreement (the "Agreement") are Huttig
Building Products, Inc., a Delaware corporation (the "Corporation") and
_________________, an employee of the Corporation (the "Participant").
Pursuant to the terms of the Huttig Building Products, Inc. Amended and
Restated 2001 Stock Incentive Plan (the "Plan"), the Corporation, upon the
recommendation of the Management Organization and Compensation Committee of its
Board of Directors (the "Committee") and upon approval of it Board of Directors,
has determined to award to the Participant __________ shares of restricted stock
subject to the terms of the Plan, as of the date of this Agreement (the "Grant
Date"). As a condition to such award and pursuant to Section 8(a) of the Plan,
the Corporation and the Participant hereby enter into this Agreement and agree
to the terms and conditions set forth herein.
1. DEFINITIONS.
Capitalized terms in this Agreement not otherwise defined herein shall have
the meanings contained in the Plan. For purposes of this Agreement, and for
purposes of interpreting the terms of the Plan, the following terms shall have
the following meanings:
(a) "Restriction Period" shall mean a period commencing on the Grant Date
and ending for 33-1/3% of the grant on each subsequent anniversary
date for three years ending January 28, 2006.
2. AWARD OF HUTTIG SHARES
Pursuant to the provisions of the Plan and this Agreement and by the
authority of the Board of Directors, the Corporation awards _________ shares
(the "Restricted Stock") of Huttig Building Products, Inc. common stock, par
value $.01 per share ("Huttig Shares"), to the Participant.
3. RESTRICTIONS AND RIGHTS
(a) During the Restriction Period, the Restricted Stock is subject to
forfeiture in the event that the Participant attempts to sell,
transfer, assign or pledge the Restricted Shares (the "Restrictions")
or the Participant violates one of the covenants contained in Section
6 of this Agreement. Except as provided under Section 5 of this
Agreement, the Restrictions on the Restricted Stock shall
automatically lapse:
(i) upon expiration of the Restriction Period;
(ii) in the event of the Participant's Retirement, Permanent
Disability, or death or in the event of a Change-in-Control;
provided, however, that in the event the Participant requests
early retirement or otherwise leaves the employ of the
Corporation, the Committee may, upon the Participant's request
and in the
Committee's sole discretion, waive or revise this provision to
permit the lapse of Restrictions on all or a portion of the
Restricted Stock awarded hereunder on or prior to such early
retirement or other departure from the employ of the
Corporation; or
(iii) as may be otherwise provided under the terms of the Plan.
(b) During the Restriction Period, the Participant will be entitled to all
other rights of a shareholder of the Corporation with respect to the
Restricted Stock, including the right to vote the Restricted Stock and
receive dividends and other distributions thereon.
4. STOCK CERTIFICATE
Each stock certificate evidencing an award of Restricted Stock shall be
registered in the name of the Participant, and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Huttig Building Products, Inc. Amended and Restated 2001
Stock Incentive Plan and an Agreement entered into between the registered
owner and Huttig Building Products, Inc. Copies of such Plan and Agreement
are on file in the offices of Huttig Building Products, Inc., 000 Xxxxxxxxx
Xxxxxxxxxx Xx., Xx. Xxxxx, XX 00000."
5. TERMINATION OF EMPLOYMENT
The Participant's termination of employment during the Restriction Period
shall result in the forfeiture of all Restricted Stock as to which the
Restrictions have not lapsed, and the Participant shall be required to return
all applicable stock certificates to the Corporation.
6. COVENANTS
(a) The Participant agrees to be bound by all terms and provisions of the
Plan, and all such provisions shall be deemed a part of this Agreement
for all purposes.
(b) The Participant agrees to provide the Corporation, when and if
requested, with any information or documentation which the Corporation
believes necessary or advisable in connection with the administration
of the Plan, including data required to assure compliance with the
requirements of the Securities and Exchange Commission, of any stock
exchange upon which the Huttig Shares are then listed, or of any
applicable federal, state or other law.
(c) The Participant agrees, upon due notice and demand, to promptly pay to
the Corporation the cash amount of any taxes which are required to be
withheld by the Corporation either at the time the Restriction Period
lapses or at the time of award (in cases where the Participant duly
elects to be taxed at such earlier time); provided, however, the
Corporation, in its sole discretion, may accept Restricted Stock
awarded hereunder or Huttig Shares otherwise previously acquired in
satisfaction thereof.
7. NO COVENANT OF EMPLOYMENT
Neither the execution and delivery of this Agreement nor the granting of
any award evidenced by this Agreement shall constitute, or be evidence of, any
agreement or understanding, express or implied, on the part of the Corporation
or any of its subsidiaries to employ the Participant for any specific period.
8. ADMINISTRATION AND INTERPRETATION OF PLAN AND AGREEMENT
In the event of any conflict between the terms of this Agreement and those
of the Plan, the provisions of the Plan shall prevail.
The Committee shall have full authority and discretion, subject only to the
terms of the Plan, to decide all matters relating to the administration or
interpretation of the Plan and this Agreement, and all such action by the
Committee shall be final, conclusive, and binding upon the Corporation and the
Participant. The Committee shall have full authority and discretion to modify at
any time the Restriction Period, the Restrictions, the other terms and
conditions of this Agreement, the Legend and any other instrument evidencing
this award, provided that no such modification shall increase the benefit under
such award beyond that which the Committee could have originally granted at the
time of the award, or shall impair the rights of the Participant under such
award except in accordance with the Plan, or any applicable agreement or
applicable law, or with consent of the Participant.
This Restricted Stock Agreement is deemed to be issued in, the award
evidenced hereby is deemed to be granted in, and both shall be governed by the
laws of, the State of Delaware. There have been no representations to the
Participant other than those contained herein.
9. DELIVERY
All certificates for Restricted Stock delivered under the Plan 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 upon which Huttig Shares
are then listed and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
The stock certificates evidencing the Restricted Stock shall be held in
custody by the Corporation or its designee until the Restrictions thereon shall
have lapsed and the Committee may require, as a condition of any award, that the
Participant shall have delivered a stock power endorsed in blank relating to the
Restricted Stock covered by such award.
As soon as administratively practicable following the lapse of the
Restrictions with respect to any of the Restricted Stock without a forfeiture,
and upon the satisfaction of all other applicable conditions as to the
Restricted Stock, including, but not limited to, the payment by the Participant
of all applicable withholding taxes, the Corporation shall deliver or cause to
be delivered to the Participant a certificate or certificates for the applicable
Restricted Stock which shall not bear the Legend required under Section 4 of the
Agreement.
10. AMENDMENT
The terms of this Agreement shall be subject to the terms of the Plan as
the Plan may be amended from time to time by the Board of Directors of the
Corporation unless any such amendment by its terms or by its clear intent is
inapplicable to this Agreement.
11. NOTICE
Any notice to the Corporation provided for in this Agreement shall be in
writing and addressed to it in care of the Secretary of the Corporation, and any
notice to the Participant shall be in writing and addressed to the Participant
at the address contained in payroll records at the time or to such other address
designated in writing by the Participant.
IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Agreement effective the day and year first above written.
HUTTIG BUILDING PRODUCTS, INC.
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By:
Title:
PARTICIPANT
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