EXHIBIT 10.07
EL PASO ELECTRIC COMPANY
DIRECTORS' RESTRICTED STOCK AWARD AGREEMENT
El Paso Electric Company, a Texas corporation (the "Company"), hereby
grants to ________ (the "Holder"), in accordance with the adopted resolution by
the Board of Directors on May 27, 1999, a restricted stock award (the "Award")
of _____ shares of the Company's Common Stock, no par value ("Stock"), upon and
subject to the restrictions, terms and conditions set forth below. Capitalized
terms not defined herein shall have the meanings specified in the Plan.
1. Award Subject to Acceptance of Agreement. The Award shall be null
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and void unless the Holder shall (a) accept this Agreement by executing it in
the space provided below and returning it to the Company and (b) execute and
return one or more irrevocable stock powers. As soon as practicable after the
Holder has executed this Agreement and such stock power or powers and returned
the same to the Company, the Company shall cause to be issued in the Holder's
name a stock certificate or certificates representing the total number of shares
of Stock subject to the Award.
2. Rights as a Stockholder. The Holder shall have the right to vote
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the shares of Stock subject to the Award and to receive dividends and other
distributions thereon; provided, however, that a dividend or other distribution
with respect to shares of Stock (including, without limitation, a stock dividend
or stock split), other than a regular cash dividend, shall be delivered to the
Company (and the Holder shall, if requested by the Company, execute and return
one or more irrevocable stock powers related thereto) and shall be subject to
the same restrictions as the shares of Stock with respect to which such dividend
or other distribution was made.
3. Custody and Delivery of Certificates Representing Shares. The
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Company shall hold the certificate or certificates representing the shares of
Stock subject to the Award until the restrictions on such Award shall have
lapsed, in whole or in part, pursuant to Paragraph 4 hereof, and the Company
shall as soon thereafter as practicable, subject to Section 5.3, deliver the
certificate or certificates for such shares to the Holder and destroy the stock
power or powers relating to such shares. If such stock power or powers also
relates to shares as to which restrictions remain in effect, the Company may
require, as a condition precedent to delivery of any certificate pursuant to
this Section 3, the execution and delivery to the Company of one or more stock
powers relating to such shares.
4. Restriction Period and Vesting. The restrictions on the Award
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shall lapse (i) with respect to all of the shares of Stock subject to the Award
at the earlier of May 31, 2000 and the conclusion of the 2000 Annual Meeting of
Shareholders of the Company, or (ii) earlier in accordance with Section 6.8 of
the Plan (the "Restriction Period").
5. Additional Terms and Conditions of Award.
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5.1. Nontransferability of Award. During the Restriction Period, the
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shares of Stock subject to the Award as to which restrictions remain in effect
may not be transferred by the Holder other than by will, the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the
Company. Except to the extent permitted by the foregoing, during the
Restriction Period, the shares of Stock subject to the Award as to which
restrictions remain in effect may not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process. Upon
any attempt to so sell, transfer, assign, pledge, hypothecate or encumber, or
otherwise dispose of such shares, the Award shall immediately become null and
void.
5.2. Investment Representation. The Holder hereby represents and
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covenants that (a) any share of Stock acquired upon the lapse of restrictions
will be acquired for investment and not with a view to the distribution thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), unless such acquisition has been registered under the Securities Act and
any applicable state securities law; (b) any subsequent sale of any such shares
shall be made either pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws, or pursuant to an
exemption from registration under the Securities Act and such state securities
laws; and (c) if requested by the Company, the Holder shall submit a written
statement, in form satisfactory to the Company, to the effect that such
representation (x) is true and correct as of the date of acquisition of any
shares hereunder or (y) is true and correct as of the date of any sale of any
such shares, as applicable. As a further condition precedent to the delivery to
the Holder of any shares subject to the Award, the Holder shall comply with all
regulations and requirements of any regulatory authority having control of or
supervision over the issuance of the shares and, in connection therewith, shall
execute any documents which the Board or any committee authorized by the Board
shall in its sole discretion deem necessary or advisable.
5.3. Withholding Taxes not applicable.
5.4. Adjustment. In the event of any stock split, stock
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dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Stock other than a
regular cash dividend, the number and class of securities subject to the Award
shall be appropriately adjusted by the Committee. If any adjustment would
result in a fractional security being subject to the Award, the Company shall
pay the Holder in connection with the vesting, if any, of such fractional
security, an amount in cash determined by multiplying (i) such fraction (rounded
to the nearest hundredth) by (ii) the Fair Market Value on the vesting date.
The decision of the Committee regarding any such adjustment shall be final,
binding and conclusive.
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5.5. Compliance with Applicable Law. The Award is subject to the
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condition that if the listing, registration or qualification of the shares
subject to the Award upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the vesting
or delivery of shares hereunder, the shares of Stock subject to the Award may
not be delivered, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained, free of
any conditions not acceptable to the Company. The Company agrees to use
reasonable efforts to effect or obtain any such listing, registration,
qualification, consent or approval.
5.6. Decisions of Board or Committee. The Board or the Committee
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shall have the right to resolve all questions which may arise in connection with
the Award. Any interpretation, determination or other action made or taken by
the Board or the Committee regarding the Plan or this Agreement shall be final,
binding and conclusive.
5.7. Agreement Subject to the Plan. This Agreement is subject to the
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provisions of the Plan and shall be interpreted in accordance therewith. The
Holder hereby acknowledges receipt of a copy of the Plan.
6. Miscellaneous Provisions.
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6.1. Successors. This Agreement shall be binding upon and inure to
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the benefit of any successor or successors of the Company and any person or
persons who shall, upon the death of the Holder, acquire any rights hereunder in
accordance with this Agreement or the Plan.
6.2. Notices. All notices, requests or other communications provided
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for in this Agreement shall be made, if to the Company, to Xxxxxx Building, 000
Xxxxx Xxxxxxx, Xx Xxxx, Xxxxx 00000, Attention: Corporate Secretary, and if to
the Holder, to ___________________________________. All notices, requests or
other communications provided for in this Agreement shall be made in writing
either (a) by personal delivery to the party entitled thereto, (b) by facsimile
with confirmation of receipt, (c) by mailing in the United States mails to the
last known address of the party entitled thereto or (d) by express courier
service. The notice, request or other communication shall be deemed to be
received upon personal delivery, upon confirmation of receipt of facsimile
transmission, or upon receipt by the party entitled thereto if by United States
mail or express courier service; provided, however, that if a notice, request or
other communication is not received during regular business hours, it shall be
deemed to be received on the next succeeding business day of the Company.
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6.3. Governing Law. This Agreement, the Award and all determinations
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made and actions taken pursuant hereto and thereto, to the extent not otherwise
governed by the laws of the United States, shall be governed by the laws of the
State of Texas and construed in accordance therewith without giving effect to
conflicts of laws principles.
6.4. Counterparts. This Agreement may be executed in two
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counterparts each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.
EL PASO ELECTRIC COMPANY
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Chief Executive Officer and
President
Accepted this ____ day of
_________, 1999
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Holder
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