FORM OF RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.98
FORM
OF
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of the
_____ day of ________ by and between CHROMCRAFT REVINGTON, INC. (the “Company”), a
Delaware corporation, and (the “Director”),
WITNESSETH:
WHEREAS, the Company maintains a Directors’ Stock Plan, as currently in effect or as may
hereafter be amended (the “Plan”), pursuant to which non-employee directors of the Company receive
awards of restricted stock or stock options as determined by the Company’s Compensation Committee;
and
WHEREAS, the Director was re-elected as a member of the Board of Directors of the Company at
the Company’s annual meeting of stockholders held on ________ and, accordingly, the Director
received an award of _____ shares of restricted common stock of the Company under the Plan; and
WHEREAS, the Plan provides that such award of restricted common stock shall be evidenced by a
written award agreement and shall be restricted in accordance with the terms of the Plan and this
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the issuance of restricted common
stock of the Company to the Director, the respective covenants, agreements and obligations
contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Director hereby agree as follows:
1. Award of Restricted Stock. Subject to the terms and conditions of the Plan and
this Agreement, the Company hereby agrees to issue to the Director a
total of ______________ shares of common stock of the Company, which shares shall be issued
under the Plan and be restricted in accordance with the Plan and this Agreement (the “Restricted
Stock”).
2. Award
Date. The Award Date for the Award of the Restricted Stock is
____________ (the “Award Date”).
3. Period of Restriction; Vesting of Restricted Stock. The Period of Restriction with
respect to the Award of the Restricted Stock shall begin on
___________ and shall end and lapse on
the one-year anniversary of the Award Date (the “Period of Restriction”). Upon the end or lapse of
the Period of Restriction, the shares of Restricted Stock shall vest only so long as the Director
is still serving as a member of the Board of Directors at the time that the Period of Restriction
shall have ended or lapsed. Notwithstanding the foregoing provisions of this Section 3, the Period
of Restriction shall end and lapse (and all of the shares of Restricted Stock shall become fully
vested) prior to the one-year anniversary of the Award Date in the event of a
Director’s death or Disability, or in the event of a Change in Control, during the Period of
Restriction as provided in the Plan. There shall be no other conditions or performance measures,
targets or goals or any other requirement that must be satisfied or achieved in order for the
shares of Restricted Stock to become vested. Shares of Restricted Stock that have not become
vested by the end of the Period of Restriction shall be forfeited and revert back to the Company,
and the Director (and any party claiming by or through the Director) shall have no rights or claims
to such shares.
4. Dividend, Voting and Other Rights. During the Period of Restriction and until the
shares of Restricted Stock shall become vested or have been forfeited, the shares of Restricted
Stock shall be issued and outstanding for all corporate purposes and the Director shall be entitled
to (a) receive all dividends and distributions, if any, paid with respect to the shares of
Restricted Stock, (b) exercise all voting rights with respect to the shares of Restricted Stock,
and (c) exercise and possess all other rights and attributes of ownership of the shares of
Restricted Stock, except with respect to the transferability of such shares and as provided
otherwise in the Plan and this Agreement.
5. Certain Agreements of the Director. The Director hereby understands and agrees as
follows:
(a) none of the shares of Restricted Stock have been registered or qualified under any federal
or state securities laws and are being issued by the Company in reliance upon certain exemptions
from registration or qualification under such laws;
(b) because the shares of Restricted Stock have not been registered or qualified under any
federal or state securities laws and because the Director may be deemed to be an affiliate of the
Company under the federal securities laws, such shares are subject to restrictions on resale and
transfer imposed by applicable federal and state law in addition to the restrictions set forth in
the Plan and this Agreement;
(c) he is (and his heirs, executors, administrators and representatives are) bound by, and the
shares of Restricted Stock are subject to, the terms, conditions and restrictions set forth in the
Plan and this Agreement, the Company’s Certificate of Incorporation and By-Laws and applicable law
(all as currently or hereafter in effect);
(d) there is no obligation of the Company to continue to have the shares of the Company’s
common stock (including the shares of Restricted Stock if and when they may become vested) listed,
traded or quoted on any securities exchange or on any quotation system or other established trading
market;
(e) no representations, promises or commitments have been made to the Director relating to (i)
the repurchase by the Company of any shares of Restricted Stock upon such shares having become
vested, or (ii) the amount of dividends or distributions, the percentage of profit or
the return on investment, if any, that he might expect to receive as a result of owning the shares
of Restricted Stock (whether before or after the shares shall have become vested); and
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(f) the shares of Restricted Stock shall be held by the Director for his own account and not
for another person and not with a view to resale, distribution, subdivision or fractionalization of
such shares.
6. Non-transferability. Except in the event of the Director’s death or Disability
(and then only in the manner set forth in the Plan), until the Period of Restriction shall have
ended or lapsed and the shares of Restricted Stock shall have become vested or have been forfeited,
the unvested shares of Restricted Stock (a) cannot be sold, transferred, assigned, margined,
encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise disposed of, nor can
a lien, security interest or option be placed thereon, whether by operation of law, whether
voluntarily or involuntarily, or otherwise, and (b) are not subject to execution, attachment or
similar process or otherwise available to the creditors of the Director. After the Period of
Restriction shall have ended or lapsed and the shares of Restricted Stock shall have become vested,
the shares of Restricted Stock may be sold, transferred, gifted or otherwise disposed of in
accordance with applicable law and the requirements then in effect of the principal securities
exchange or market (or of any quotation system or other established trading market) on which the
Company’s shares of common stock are then listed or traded, if any. Any attempted or purported
sale, transfer or other act in breach of or contrary to this Section 6 shall be null and void and
of no force or effect whatsoever.
7. Issuance of Shares. Promptly following the execution of this Agreement, the
Company shall issue (or purchase in the open market or in privately-negotiated transactions) the
shares necessary to satisfy the Award of Restricted Stock and thereafter until vesting or
forfeiture shall maintain such shares in book-entry form in the name of or for the benefit of the
Director. Until such time as the Period of Restriction shall have ended or lapsed and the shares
of Restricted Stock shall have become vested, the Director shall not be entitled to hold such
unvested shares in “street name” and the Company shall not issue any certificate representing
unvested shares in the name of the Director. Upon request by the Director following the date on
which the Period of Restriction shall have ended or lapsed and the shares of Restricted Stock shall
have become vested, the Company shall release such vested shares to the Director and shall, based
upon the instructions of the Director, either cause such shares to be placed in “street name” with
a broker designated by the Director or issue a stock certificate representing such vested shares in
the name of the Director with a legend in substantially the following form imprinted thereon:
RESTRICTIONS ON TRANSFER
The securities represented by this Certificate have not been registered or qualified
under the Securities Act of 1933, as amended (the “Act”), the laws of the State of
Delaware or any other state securities laws and may not be sold, transferred,
gifted, pledged or otherwise disposed of in the absence of such registration or
qualification or an exemption therefrom under the Act and any applicable state
securities laws.
The securities represented by this Certificate are subject to the terms of a
Restricted Stock Award Agreement and the Directors’ Stock Plan of the Company, which
contain restrictions on the sale, transfer, gift, pledge and other disposition of,
and other matters relating to, these securities, copies of which agreement and plan
are on file with the Secretary of the Company.
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8. Effect of the Plan; Continuation in Office; Certain Conflicts. The Award of
Restricted Stock is made under and is subject to the terms and conditions of the Plan, and the
Director agrees that he shall comply with the provisions of the Plan.
Neither this Agreement nor the Award of Restricted Stock (a) constitutes an agreement,
understanding or commitment relating to the continued service or the nomination of the Director as
a director of the Company, (b) affects or limits the ability of the Director to resign or retire as
a director of the Company at any time, including during the Period of Restriction, or (c) affects
or limits the stockholders or the Board of Directors of the Company from removing the Director from
office at any time, including during the Period of Restriction.
In the event of any conflict between the Plan and this Agreement, then this Agreement shall
control; provided however, that in the event that this Agreement is silent with respect to a
particular matter relating to the Award of Restricted Stock, then the Plan shall control with
respect to such matter.
9. Income Taxes. All federal, state and local income taxes (and all interest and
penalties thereon) that arise or are imposed upon by virtue of the vesting of the shares of
Restricted Stock shall be the responsibility of and paid by the Director.
10. Effect of Change in Control, Death or Disability. Notwithstanding anything to the
contrary contained in this Agreement, in the event of a Change in Control (as defined in the Plan)
or the death or Disability (as defined in the Plan) of the Director during the Period of
Restriction, all shares of Restricted Stock that have not yet become vested as of the time of such
event shall be treated in accordance with and as required by the Plan.
11. Miscellaneous.
(a) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the Company and the Director and their respective heirs, executors, representatives,
successors and assigns; provided, however that neither party may assign this Agreement without the
prior written consent of the other party hereto except that the Company may, without the consent of
the Director, assign this Agreement in connection with any merger, consolidation, share exchange,
combination, sale of stock or assets or similar transaction involving the Company or any
transaction or series of transactions constituting a Change in Control. In the event of any such
permitted assignment by the Company of this Agreement, all references to the “Company” shall
thereafter mean and refer to the successor or assignee of the Company.
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(b) Waiver. Either party hereto may, by a writing signed by the waiving party, waive
the performance by the other party of any of the covenants or agreements to be performed by such
other party under this Agreement or any breach of or noncompliance with any provision of this
Agreement. The waiver by either party hereto shall not operate or be construed as a continuing or
subsequent waiver or a waiver of any other or subsequent failure of performance, breach or
noncompliance hereunder. The failure or delay of either party at any time to insist upon the
strict performance of any provision of this Agreement or to enforce its rights or remedies under
this Agreement shall not be construed as a waiver or relinquishment of the right to insist upon
strict performance of such provision, or to pursue any of its rights or remedies for any breach
hereof, at a future time.
(c) Amendment. This Agreement may be amended, modified or supplemented only by a
written agreement executed by both of the parties hereto.
(d) Headings. The headings in this Agreement have been inserted solely for ease of
reference and shall not be considered in the interpretation or construction of this Agreement.
(e) Severability. In case any one or more of the provisions (or any portion thereof)
contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision of
this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable
provision or provisions (or portion thereof) had never been contained herein.
(f) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute one and the same
agreement.
(g) Construction. This Agreement shall be deemed to have been drafted by both parties
hereto. This Agreement shall be construed in accordance with the fair meaning of its provisions
and its language shall not be strictly construed against, nor shall ambiguities be resolved
against, either party.
(h) Entire Agreement. This Agreement and the Plan constitute the entire understanding
and agreement between the parties hereto (and supersede all other prior agreements, understandings,
commitments and representations), whether oral or written, between the parties hereto relating to
the shares of Restricted Stock.
(i) Governing Law. Because the Company maintains its principal office in Indiana,
this Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, without reference to any choice of law provisions, principles or rules thereof (whether of
the State of Indiana or any other jurisdiction) that would cause the application of any laws of any
jurisdiction other than the State of Indiana.
(j) Recitals. The recitals, premises and “Whereas” clauses contained on page 1 of
this Agreement are expressly incorporated into and made a part of this Agreement.
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(k) Capitalized Terms. All capitalized terms used but not otherwise defined in this
Agreement shall have the same meaning ascribed to such terms in the Plan.
(l) Review and Consultation. The Director hereby acknowledges and agrees that he (i)
has read and is familiar with this Agreement and the Plan, (ii) understands the provisions and
effects of this Agreement and the Plan, and (iii) has consulted with such of his attorneys,
accountants and other advisors as he has deemed advisable prior to executing this Agreement. THE
DIRECTOR HEREBY FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT HE HAS NOT RECEIVED ANY ADVICE,
COUNSEL OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT OR THE PLAN FROM ANY DIRECTOR, OFFICER OR
EMPLOYEE OF, OR ANY ATTORNEY OR REPRESENTATIVE FOR, THE COMPANY.
(m) Certain Approvals Required. Any amendment, modification or supplement of, or any
waiver under, this Agreement on behalf of the Company shall be made and shall be effective only
upon the approval thereof by the Compensation Committee of the Company.
* * *
[Signature Page Follows this Page]
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IN WITNESS WHEREOF, the Company and the Director have made, entered into, executed and
delivered this Agreement as of the day and year first above written.
| CHROMCRAFT REVINGTON, INC. | ||||||
| By: | ||||||
| DIRECTOR | ||||||
| Signature of Director | ||||||
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