EXHIBIT (10)(f)
XXXX MANUFACTURING CO.
1993 STOCK OPTION AND STOCK GRANT PLAN
STOCK GRANT AGREEMENT
This Stock Grant Agreement is made this ____ day of ____________ 1995,
pursuant to the XXXX MANUFACTURING CO. 1993 STOCK OPTION AND STOCK GRANT PLAN,
between XXXX MANUFACTURING CO. (the "Company") and _______________________ (the
"Employee"), an officer or other key management level employee of the Company.
W I T N E S S E T H:
WHEREAS, the Compensation Committee of the Company's Board of Directors
(the "Committee"), by appropriate action, has, on [April 17 for Messrs. Xxxxxx,
X'Xxxxx and Precious; June 27 for Xx. Xxxxxxxx], 1995 (the "Date of Grant"),
made a grant to Employee (the "Grant") of Common Shares of the Company ("Common
Shares") under the XXXX MANUFACTURING CO. 1993 STOCK OPTION AND STOCK GRANT PLAN
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
hereto, intending to be legally bound hereunder, agree as follows:
1. Incorporation of Plan. The Grant is subject to all of the terms and
conditions of the XXXX MANUFACTURING CO. 1993 STOCK OPTION AND STOCK GRANT PLAN,
as said Plan may be amended from time to time (the "Plan"), which terms and
conditions are incorporated herein by reference, made a part hereof, and shall
control in the event of any conflict with any other terms of this Agreement. A
copy of the present form of the Plan is attached hereto as Exhibit A and
incorporated herein by reference.
2. The Grant. The Grant is for an aggregate of 12,000 Common Shares.
3. Vesting.
(a) Date of Vesting. The Common Shares subject to this Grant
shall vest in full as of the earliest of (1) one year after the date on
which the Board of Directors of the Company (the "Board") elects a
permanent (as opposed to acting) Chief Executive Officer to succeed
Xxxxxx X. Xxxxxxx, (2) one year after the date on which a "Change in
Control" (as defined below) occurs, or (3) January 31, 1997, provided
that Employee is then still employed by the Company or by any "Related
Corporation" (as defined below). Such Common Shares shall also vest in
full upon the earlier termination of Employee's employment with the
Company and all Related Corporations for any reason other than
resignation without the express consent of the Board or "Cause" (as
defined below). Notwithstanding the foregoing, the Committee, if it
determines that the circumstances warrant, may accelerate the date of
vesting of all or a portion of the Common Shares which are not vested,
subject to such further conditions, if any, as the Committee may
determine.
(b) Definitions. For purposes of this Section, the following
words and phrases shall have the following meanings:
(1) "Cause" shall mean the Employee's:
(i) willful and material breach of the duties,
responsibilities, and obligations of Employee's position with
the Company;
(ii) dishonesty, fraud, willful malfeasance, gross
negligence or other gross misconduct which is materially
injurious to the Company; or
(iii) conviction of or plea of guilty to a felony;
such Cause to be determined, in each case, by a resolution
approved by at least two-thirds of the Directors of the
Company after having afforded the Employee a reasonable
opportunity to appear before the Board and present his
position.
(2) "Related Corporation" shall mean a subsidiary or a
corporate parent of the Company as defined in section 424 of the
Internal Revenue Code of 1986, as amended (the "Code").
(3) "Change in Control" shall mean:
(i) any person (a "Person"), as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than (A) the
Company and/or its wholly-owned subsidiaries, (B) any ESOP or
other employee benefit plan of the Company, and any trustee or
other fiduciary in such capacity holding securities under such
plan, (C) any corporation owned, directly or indirectly, by
the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company or (D)
the Employee or any group of Persons of which he voluntarily
is a part), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding
securities, or such lesser percentage of voting power, but not
less than 15%, as the Board shall determine; provided, however
that a Change in Control shall not be deemed to have occurred
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under the provisions of this subsection (i) by reason of the
beneficial ownership of voting securities by members of the
Xxxxxx Family (as defined below) unless and until the
beneficial ownership of all members of the Xxxxxx Family
(including any other individuals or entities who or which,
together with any member or members of the Xxxxxx Family, are
deemed under Sections 13(d) or 14(d) of the Exchange Act to
constitute a single Person) exceeds 50% of the combined voting
power of the Company's then outstanding securities;
(ii) during any two-year period beginning after
October 1, 1994, Directors of the Company in office at the
beginning of such period plus any new Director (other than a
Director designated by a Person who has entered into an
agreement with the Company to effect a transaction within the
purview of subsections (i) or (iii) hereof) whose election by
the Board, or whose nomination for election by the Company's
shareholders, was approved by a vote of at least two-thirds of
the Directors then still in office who either were Directors
at the beginning of the period or whose election or nomination
for election was previously so approved, shall cease for any
reason to constitute at least a majority of the Board; or
(iii) the Company's shareholders or the Board shall
approve (A) any consolidation or merger of the Company in
which the Company is not the continuing or surviving
corporation or pursuant to which the Company's voting common
shares (the "Voting Shares") would be converted into cash,
securities and/or other property, other than a merger of the
Company in which holders of Voting Shares immediately prior to
the merger have the same proportionate ownership of common
shares of the surviving corporation immediately after the
merger as they had in the Voting Shares immediately before,
(B) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all the assets or earning power of the Company,
or (C) the liquidation or dissolution of the Company.
As used in this Agreement, "members of the Xxxxxx
Family" shall mean the wife, children and descendants of such children
of the late Xxxxxx X. Xxxxxx, III, their respective spouses and
estates, any trusts or partnerships primarily for the benefit of any of
the foregoing and the administrators, executors, trustees and partners
of any such estates, trusts or partnerships.
Whether a Change in Control has occurred shall be
determined by the Committee, as it is constituted on the day preceding
the date of the Change in Control.
4. Delivery of Share Certificates. Upon the vesting of the Grant, the
Company shall promptly issue certificates representing the vested Common Shares
to the Employee or to his Beneficiary in accordance with Section 6(d) of the
Plan. Only full Common Shares shall be issued, and any fractional Common Shares
which might otherwise be issuable pursuant to the Grant shall be forfeited. Such
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Common Shares shall be legended with reference to restrictions on transfer of
the Common Shares to the extent the Company may require pursuant to Section 7 of
the Plan.
5. Non-Transferability of Grant. The Grant shall not be assignable or
transferable by the Employee other than by will or by the laws of descent and
distribution as provided in Section 6(e) of the Plan.
6. Designation of Beneficiary. The Employee shall have the right to
designate a Beneficiary or Beneficiaries to receive any Common Shares which may
become vested upon the Employee's death. The Employee must designate such
Beneficiary on the form furnished by the Company. The Employee may, at any time,
change his designation of Beneficiary by completing a new form, but a
designation of Beneficiary shall remain in effect until such new form is
received by the Company. If no properly designated Beneficiary survives the
Employee, the Employee's estate shall be the Beneficiary.
7. Rights as a Shareholder; Cash Bonus.
(a) No Rights as Shareholder until Common Shares
Issued. The Employee shall have no rights as a shareholder with respect
to any Common Shares covered by the Grant until the issuance of a stock
certificate to him representing such Common Shares.
(b) Cash Bonus. Notwithstanding Section 7(a),
however, for so long as an Employee's Grant remains outstanding and
unvested, the Company shall, to the extent provided in Section 6(b) of
the Plan, pay to the Employee a cash bonus equal to the dividends which
the Employee would have received from the Company had he actually held
the Common Shares represented by the unvested portion of his Grant.
Such payments shall be made within 60 days following the end of each
fiscal quarter of the Company with respect to any dividends which may
have been paid by the Company on its Common Shares during such quarter,
and will constitute wages subject to withholding for Federal income tax
purposes.
8. Capital Adjustments, Corporate Transactions. The number of Common
Shares awarded under this Agreement shall be adjusted to reflect any stock
dividend, stock split, share combination, or similar change in the
capitalization of the Company. In the event of certain types of corporate
transactions, the Grant may be terminated, accelerated or otherwise modified by
the Committee as provided in Section 8 of the Plan.
9. Withholding of Taxes. The obligation of the Company to deliver
Common Shares hereunder shall be subject to compliance with applicable Federal,
state and local income tax and employment tax and similar tax withholding
requirements. To meet this obligation, the Company may withhold the amount
necessary from the Employee's salary from the Company. The Employee, however,
subject to the discretion of the Committee, and subject to such additional
withholding rules ("Withholding Rules") as shall be adopted by the Company, may
be permitted by the Committee to satisfy such withholding taxes, in whole or in
part, by electing to have the Company withhold (or by returning to the Company
previously held Common Shares) Common Shares, which Common Shares shall be
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valued, for this purpose, at their fair market value on the date on which the
value of such Common Shares is required to be included in income by the Employee
under section 83 of the Code (the "Determination Date"), provided, however, that
if Employee is subject to section 16(b) of the Securities Exchange Act of 1934,
any such amount of taxes required to be withheld automatically shall be
satisfied by withholding Common Shares. Such election must be made on or before
the Determination Date and must be in compliance with and subject to any
Withholding Rules.
10. Termination of Employment. Subject to, and except as otherwise
provided in, Section 3 of this Agreement, if Employee's employment is terminated
by the Company and all Related Corporations, the Grant shall be subject to
Section 6(c) of the Plan.
11. Other Benefits. The issuance of the Common Shares subject to this
Grant to Employee shall be in addition to any other benefits or amounts the
Employee may be entitled to under (a) any Company plans, policies, or
procedures, or (b) any Change in Control Agreement the Employee has entered into
with the Company.
12. Amendment. No provisions of this Agreement may be modified or
amended unless such modification or amendment is agreed to in a written
instrument signed by the Employee and such officer or officers as may be
specifically designated by the Company to sign on its behalf.
13. Absence of Rights. Notwithstanding any provisions of this Agreement
or the Plan, the Company shall have the right, subject to the provisions of any
employment contract the Employee and the Company have entered into, in its
discretion, to retire the Employee at any time pursuant to its retirement rules
or otherwise to terminate his employment at any time for any reason whatsoever.
14. Headings. The Section and Subsection headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. In the event of a conflict between
a heading and the content of a Section or Subsection, the content of the Section
or Subsection shall control.
15. Severability. If any clause, phrase, provision or portion of this
Agreement or the application thereof to any person or circumstance shall be
invalid or unenforceable under any applicable law, such event shall not affect
or render invalid or unenforceable any other provision of this Agreement and
shall not affect the application of any clause, provision, or portion hereof to
other persons or circumstances.
16. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, assigns,
heirs, executors, and administrators.
17. Notice. Any notice or other communications required or permitted
hereunder shall be in writing and shall be sufficiently given if hand delivered
or sent by registered or certified mail, postage prepaid: if to the Company, at
One Commerce Square, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, Attention: The
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Corporate Secretary; and if to Employee, at the address specified after his name
on the signature page hereof, or to such other address or addresses as either
such party may specify to the other in writing.
18. Entire Agreement. This Agreement sets forth the entire
understanding of the parties and supersedes all prior agreements, arrangements,
and communications, whether oral or written, pertaining to the subject matter
hereof.
19. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, this Stock Grant Agreement has been executed as of
the date first above written.
Attest: XXXX MANUFACTURING CO.
[SEAL]
By: ___________________________________
_______________________
Witness: EMPLOYEE
_______________________ _______________________________________
Signature Signature
_______________________________________
_______________________________________
_______________________________________
Address of Employee
(for the giving of notice)
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