QUANEX BUILDING PRODUCTS CORPORATION INITIAL DISTRIBUTION EXECUTIVE RESTRICTED STOCK AWARD AGREEMENT <<Name>> Grantee
Exhibit 10.8
INITIAL DISTRIBUTION
EXECUTIVE RESTRICTED STOCK AWARD AGREEMENT
EXECUTIVE RESTRICTED STOCK AWARD AGREEMENT
<<Name>>
Grantee
Grantee
Date of Award:
|
<<Date_of_Award>>, 2008 | |
Number of Shares:
|
<<Number_of_Shares>> | |
General Vesting Schedule/Restriction Period: |
3 years, with vesting in installments of 33 1/3% on the anniversary date of the Date of Award in each of the years 2009, 2010 and 2011. |
AWARD OF RESTRICTED STOCK
| 1. | GRANT OF RESTRICTED STOCK AWARD. The Compensation Committee (the “Committee”) of the Board
of Directors of Quanex Building Products Corporation, a Delaware corporation (the “Company”),
pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”),
hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth
above (the “Date of Award”), that number of shares (the “Shares”) of the Company’s common
stock, $0.01 par value per share (the “Common Stock”), set forth above as Restricted Stock on
the following terms and conditions: |
|
During the Restricted Period, the Shares of Restricted Stock will be evidenced by entries in
the stock register of the Company reflecting that such Shares of Restricted Stock have been
issued in your name. For purposes of this Agreement, the term “Restricted Period” means the
period designated by the Committee during which the Shares may not be sold, assigned,
transferred, pledged, or otherwise encumbered. |
||
The Shares that are awarded hereby to you as Restricted Stock shall be subject to the
prohibitions and restrictions set forth herein with respect to the sale or other disposition
of such Shares and the obligation to forfeit and surrender such Shares to the Company (the
“Forfeiture Restrictions”). The Restricted Period and all Forfeiture Restrictions on the
Restricted Stock covered hereby shall lapse as to those shares when the shares become vested
and you meet all other terms and conditions of this Agreement. |
||
| 2. | TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL. The following provisions will apply in the
event your employment with the Company and all Affiliates (collectively, the “Company Group”)
terminates, or a Change in Control of the Company a occurs, before the third anniversary of
the Date of Award (the “Third Anniversary Date”) under the Agreement: |
|
2.1 Termination Generally. Except as specified in Sections 2.2 through 2.4 below,
if your employment with the Company Group terminates on or before the Third Anniversary
Date, the Forfeiture Restrictions then applicable to the Shares of Restricted Stock shall
not lapse and the number
of Shares of Restricted Stock then subject to the Forfeiture Restrictions shall be forfeited
to the Company on the date your employment terminates. |
2.2 Potential or Actual Change in Control of the Company. |
(i) Termination Without Cause or for Good Reason in Connection With a Potential
Change in Control of the Company Before the Third Anniversary Date. If (a) the
Company Group terminates your employment without Cause (as defined in the Change in
Control Agreement between you and the Company) on or before the Third Anniversary
Date prior to a Change in Control of the Company (whether or not a Change in Control
of the Company ever occurs) and such termination is at the request or direction of a
person who has entered into an agreement with the Company the consummation of which
would constitute a Change in Control of the Company or is otherwise in connection
with or in anticipation of a Change in Control of the Company (whether or not a
Change in Control of the Company ever occurs) or (b) you terminate your employment
with the Company Group for Good Reason (as defined in the Change in Control Agreement
between you and the Company) on or before the Third Anniversary Date prior to a
Change in Control of the Company (whether or not a Change in Control of the Company
ever occurs), and such termination or the circumstance or event which constitutes
Good Reason occurs at the request or direction of a person who has entered into an
agreement with the Company the consummation of which would constitute a Change in
Control of the Company or is otherwise in connection with or in anticipation of a
Change in Control of the Company (whether or not a Change in Control of the Company
ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on
the date of the termination of your employment relationship.
(ii) Employment Not Terminated Before a Change in Control of the Company on or
Before the Third Anniversary Date. If a Change in Control of the Company occurs
on or before the Third Anniversary Date and your employment with the Company Group
does not terminate before the date the Change in Control of the Company occurs, then
all remaining Forfeiture Restrictions shall immediately lapse on the date the Change
in Control of the Company occurs.
2.3 Disability. Notwithstanding any other provision of this Agreement to the
contrary, if you incur a Disability before the Third Anniversary Date and while in the
active employ of one or more members of the Company Group, all remaining Forfeiture
Restrictions shall lapse on a prorated basis determined by dividing the number of days
during the period commencing on the last anniversary vesting date and ending on the date of
your Disability by 1095. |
||
2.4 Death. Notwithstanding any other provision of this Agreement to the contrary,
if you die before the Third Anniversary Date and while in the active employ of one or more
members of the Company Group, all remaining Forfeiture Restrictions shall lapse on a
prorated basis determined by dividing the number of days during the period commencing on the
last anniversary vesting date and ending on the date of your death by 1095. |
||
| 3. | TAX WITHHOLDING. To the extent that the receipt of the Shares of Restricted Stock or the
lapse of any Forfeiture Restrictions results in income, wages or other compensation to you for
any income, employment or other tax purposes with respect to which the Company has a
withholding obligation, you shall deliver to the Company at the time of such receipt or lapse,
as the case may be, such amount of money as the Company may require to meet its obligation
under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized
to withhold from the Shares awarded hereby or from any
cash or stock remuneration or other payment then or thereafter payable to you any tax
required to be withheld by reason of such taxable income, wages or compensation sufficient
to satisfy the withholding obligation based on the last per share sales price of the Common
Stock for the trading day immediately preceding the date that the withholding obligation
arises, as reported in the New York Stock Exchange Composite Transactions. |
2
| 4. | NONTRANSFERABILITY. Notwithstanding anything in this Agreement to the contrary and except as
specified below, the Shares of Restricted Stock awarded to you under this Agreement shall not
be transferable or assignable by you other than by will or the laws of descent and
distribution to the extent then subject to Forfeiture Restrictions. You may transfer the
Shares to (a) a member or members of your immediate family, (b) to a revocable living trust
established exclusively for you or you and your spouse, (c) a trust under which your immediate
family members are the only beneficiaries or (d) a partnership of which your immediate family
members are the only partners. For this purpose, “immediate family” means your spouse,
children, stepchildren, grandchildren, parents, grandparents, siblings (including half
brothers and sisters), and individuals who are family members by adoption. |
|
The terms applicable to the assigned Shares shall be the same as those in effect for the
Shares immediately prior to such assignment and shall be set forth in such documents to be
executed by the assignee as the Committee may deem appropriate. You may also designate one
or more persons as the beneficiary or beneficiaries of your Shares of Restricted Stock
under the Plan, and those Shares shall, in accordance with such designation, automatically
be transferred to such beneficiary or beneficiaries upon your death while holding those
Shares. Such beneficiary or beneficiaries shall take the transferred Shares of Restricted
Stock subject to all the terms and conditions of the Agreement. Except for the limited
transferability provided by the foregoing, outstanding Shares of Restricted Stock under the
Plan shall not be assignable or transferable to the extent then subject to Forfeiture
Restrictions. |
||
None of the Company, its employees or directors makes any representations or guarantees
concerning the tax consequences associated with the inclusion of this provision in the
Agreement or your transfer of the Shares of Restricted Stock. It is your sole
responsibility to seek advice from your own tax advisors concerning those tax consequences.
You are entitled to rely upon only the tax advice of your own tax advisors. |
||
Further, the Shares awarded hereby that are no longer subject to Forfeiture Restrictions may
not be sold or otherwise disposed of in any manner that would constitute a violation of any
applicable federal or state securities laws. You also agree that (a) the Company may refuse
to cause the transfer of the Shares to be registered on the stock register of the Company if
such proposed transfer would in the opinion of counsel satisfactory to the Company
constitute a violation of any applicable federal or state securities law and (b) the Company
may give related instructions to the transfer agent, if any, to stop registration of the
transfer of the Shares. Upon the lapse of the Forfeiture Restrictions with respect to
Shares awarded hereby such Shares shall be transferable by you (except to the extent that
any proposed transfer would, in the opinion of counsel satisfactory to the Company,
constitute a violation of applicable federal or state securities law). |
||
| 5. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Shares of Restricted Stock
shall not affect in any way the right or power of the Company or any company the stock of
which is awarded pursuant to this Agreement to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or its business,
engage in any merger or consolidation, issue any debt or equity securities, dissolve or
liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or
business, or engage in any other corporate act or proceeding. |
|
| 6. | RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD. During the
Restricted Period, (a) any securities of the Company distributed by the Company in respect of
the Shares of Restricted Stock will be evidenced by entries in the appropriate securities
register of the Company reflecting that such securities of the Company, if any, have been
issued in your name (the “Retained Company Securities”) and (b) any securities of any company
other than the Company or any other property (other than regular cash dividends) distributed
by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by
such certificates or in such other manner as the Company determines (the “Retained Other
Securities and Property”) and may bear a restrictive legend to the effect that ownership of
such Retained Other Securities and Property and the enjoyment of all rights appurtenant
thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this
Agreement. The Retained Company Securities and the Retained Other Securities and Property
(collectively, the “Retained Distributions”) shall be subject to the same restrictions, terms
and conditions as are applicable to the Shares of Restricted Stock. |
3
| 7. | RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING
RESTRICTED PERIOD. You shall have the right to vote the Shares of Restricted Stock awarded to
you and to receive and retain all regular cash dividends (which will be paid currently and in
no case later than the end of the calendar year in which the dividends are paid to the holders
of the Common Stock or, if later, the 15th day of the third month following the date the
dividends are paid to the holders of the Common Stock), and to exercise all other rights,
powers and privileges of a holder of the Common Stock, with respect to such Shares of
Restricted Stock, with the exception that (a) you shall not be entitled to have custody of
such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall
have lapsed, (b) the Company shall retain custody of all Retained Distributions made or
declared with respect to the Shares of Restricted Stock until such time, if ever, as the
Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which
such Retained Distributions shall have been made, paid, or declared shall have lapsed, and
such Retained Distributions shall not bear interest or be segregated in separate accounts and
(c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares
of Restricted Stock or any Retained Distributions during the Restricted Period. During the
Restricted Period, the Company may, in its sole discretion, issue certificates for some or all
of the Shares of Restricted Stock, in which case all such certificates shall be delivered to
the Corporate Secretary of the Company or to such other depository as may be designated by the
Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted
Stock occurs or the Forfeiture Restrictions lapse. When requested by the Company, you shall
execute such stock powers or other instruments of assignment as the Company requests relating
to transfer to the Company of all or any portion of such Shares of Restricted Stock and any
Retained Distributions that are forfeited in accordance with the Plan and this Agreement. |
|
| 8. | EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, you shall be considered to be in
the employment of the Company Group as long as you have an employment relationship with the
Company Group. The Committee shall determine any questions as to whether and when there has
been a termination of such employment relationship, and the cause of such termination, under
the Plan and the Committee’s determination shall be final and binding on all persons. |
|
| 9. | SECTION 83(B) ELECTION. You shall not exercise the election permitted under Section 83(b) of
the Code with respect to the Shares of Restricted Stock without the written approval of the
Chief Financial Officer or General Counsel of the Company. |
|
| 10. | NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment agreement, and no provision
of this Agreement shall be construed or interpreted to create an employment relationship
between you and the Company or any Affiliate or guarantee the right to remain employed by
the Company or any Affiliate for any specified term. |
|
| 11. | SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the
Securities Act of 1933, you consent to the placing on any certificate for the Shares of an
appropriate legend restricting resale or other transfer of the Shares except in accordance
with such Act and all applicable rules thereunder. |
4
| 12. | REGISTRATION. The Shares that may be issued under the Plan are registered with the
Securities and Exchange Commission under a Registration Statement on Form S-8. |
|
| 13. | LIMIT OF LIABILITY. Under no circumstances will the Company or any Affiliate be liable for
any indirect, incidental, consequential or special damages (including lost profits) of any
form incurred by any person, whether or not foreseeable and regardless of the form of the act
in which such a claim may be brought, with respect to the Plan. |
|
| 14. | MISCELLANEOUS. This Agreement is awarded pursuant to and is subject to all of the provisions
of the Plan, including amendments to the Plan, if any. In the event of a conflict between
this Agreement and the Plan provisions, the Plan provisions will control. The term “you” and
“your” refer to the Grantee named in this Agreement. Capitalized terms that are not defined
herein shall have the meanings ascribed to such terms in the Plan. |
In accepting the award of Shares of Restricted Stock set forth in this Agreement you accept and
agree to be bound by all the terms and conditions of the Plan and this Agreement.
| QUANEX BUILDING PRODUCTS CORPORATION | ||||
5
