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Exhibit 10.8
HMI INDUSTRIES INC.
EXHIBIT 10
MATERIAL CONTRACTS - RESTRICTED STOCK AGREEMENT
AGREEMENT
PARTICIPANT DATE SHARES VESTING DATE
Xxxxx X. Xxxxxx 7/2/97 12,500 10/1/97
12,500 01/2/98
Xxxx X. Xxxxx III 7/2/97 12,500 10/1/97
12,500 01/2/98
Xxxx X. Xxxx 7/2/97 12,500 10/1/97
12,500 01/2/98
Xx. Xxxxxx, Xx. Xxxxx and Xx. Xxxx forfeited and surrendered the right to the
shares to be issued on October 1,1997,
see filed exhibit for Xxxx X. Xxxx
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RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT is entered into as of this 2nd day of
July, 1997, by and between HMI Industries Inc., a Delaware corporation, with
its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx (the
"Company"), and XXXX X. XXXX (the "Employee").
WHEREAS, the Employee is employed as a senior executive of the Company;
and,
WHEREAS, pursuant to the Company's 1992 Omnibus Long-Term Compensation
Plan (the "Plan") the Board of Directors of the Company has approved a grant to
the Employee of 25,000 shares of Common Stock of the Company, par value $1.00
per share, subject to certain restrictions; and,
WHEREAS, the Employee has agreed to accept the shares subject to the
restrictions placed on his ownership of the shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company and the Employee agree as follows:
1. GRANT OF SHARES. The Company grants to the Employee 25,000 shares of Common
Stock of the Company subject to the restrictions in section 2 (the "Shares"),
and the Employee accepts the Shares subject to the restrictions.
2. VESTING. The shares shall vest on the following dates in the amount
indicated:
October 1, 1997 12,500 shares
January 2, 1998 12,500 shares
Prior to the vesting of the Shares, if the Employee terminates his employment
with the Company or if the Company shall terminate his employment with Cause (as
defined below), the shares shall be forfeited as provided in section 4. In the
event of the following occurrences, all unvested shares shall vest immediately
and shall not be subject to forfeiture: (a) Termination of the Employee's
employment without Cause; (b) Death of the Employee; (c) Change in Control of
the Company as defined in the Plan; (d) Termination of the Company's Common
Stock from trading on a national securities exchange.
3. DEFINITION OF CAUSE. Termination of Employee's employment for any of the
following reasons will constitute cause: (a) conviction of a felony or a crime
involving dishonesty or moral turpitude; (b) material breach of, or neglect of,
the Employee's duties and responsibilities that is willful and deliberate and
that is likely to result in material economic injury to the Company.
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4. FORFEITURE. In the event that the shares granted herein do not vest, the
shares shall be surrendered and canceled and returned to the Company's treasury,
and the Employee shall receive no payment in consideration of such forfeited
shares.
5. RESTRICTED LEGEND. Employee acknowledges that the shares granted herein have
not been registered under the Securities Act of 1933, as amended, and that the
shares will contain a legend reading substantially as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may not be sold
or transferred in the absence of such registration or an opinion of
counsel that registration is not required due to an exemption from
registration under that Act."
6. INVESTMENT INTENT. Employee acknowledges that these shares are being held for
investment purposes only and not with a view to distribution or resale. Employee
agrees not to sell or otherwise transfer such shares without registration or an
opinion of counsel that registration is not required.
7. SAFEGUARDING OF SHARES. Employee agrees that the Company will retain the
shares until they vest or are forfeited. Employee further agrees to execute an
assignment separate from certificate with a medallion signature guarantee
transferring the shares to the Company in the event of forfeiture.
8. RECEIPT OF PLAN. Employee acknowledges receipt of a copy of the Plan, and
agrees that this grant of Restricted Shares shall be subject to all of the terms
and provisions of the Plan, including any future amendments.
9. TAXES. Employee acknowledges that any federal, state or local income taxes
that may be due as a result of this grant are solely the responsibility of the
Employee, and agrees to pay any such taxes when due. If, as a result of this
grant, the Company is required to withhold any amount from the Employee for
federal, state or city income tax, FICA or Medicare Tax or other similar taxes
or fees for which withholding is required by an employer for compensation paid
to an employee, the Employee authorizes the Company to withhold, from other cash
sources due to the Employee from the Company, sufficient amounts to pay any
withholding which may be required as a result of the grant of shares.
10. NO CONTRACT OF EMPLOYMENT. This agreement does not constitute a contract of
employment, and nothing herein shall be construed as creating a contract of
employment between the Employee and the Company.
11. CONSIDERATION. It is understood that the consideration for the Shares shall
be past services through the date of issuance having a value not less than the
par value of the shares.
12. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
the Employee.
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IN WITNESS WHEREOF, the Company and Employee have executed this
Restricted Stock Agreement as of the date indicated above.
HMI INDUSTRIES INC.
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Chairman
Compensation Committee
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
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