EXHIBIT 10.25
RESTRICTED SHARES AWARD AGREEMENT
This Restricted Shares Award Agreement (the "Agreement") is made and
entered into as of November 1, 1996, between Colonial Data Technologies Corp, a
Delaware corporation (the "Corporation"), and Xxxxxxx X. Xxxxxx ("Award
Recipient").
W I T N E S S E T H:
WHEREAS, the Award Recipient is the Executive Vice President, Chief
Operating Officer and a Director of the Corporation.
WHEREAS, the Corporation wishes to recognize the valuable services rendered
by the Award Recipient to the Corporation, to retain the Award Recipient as an
employee of the Corporation, to provide inducement to him to continue his
employment and to provide an additional incentive to him to promote the best
interests of the Corporation all through the use of a restricted shares award.
WHEREAS, the Corporation maintains the Colonial Data Technologies Corp.
1994 Long-Term Incentive Plan (the "Plan") under which the Compensation
Committee of the Board of Directors of the Corporation (the "Compensation
Committee") may, among other things, award shares of the Corporation's Common
Stock, $.01 par value per share (the "Common Stock"), to such members of the
Company's management team as the Committee may determine, subject to terms,
conditions or restrictions as it may deem appropriate.
WHEREAS, pursuant to the Plan, the Compensation Committee has awarded to
the Award Recipient a restricted shares award (the "Restricted Shares Award") of
certain shares of the Common Stock conditioned upon the execution by the
Corporation and the Award Recipient of this Restricted Shares Award Agreement
setting forth all the terms and conditions applicable to such award.
NOW, THEREFORE, in consideration of the agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound thereby, the parties
hereby agree as follows:
1. AWARD OF SHARES
Under the terms of the Plan, and subject to the terms and conditions set
forth herein, the Corporation awards to the Award Recipient, on the day and year
first written above (hereinafter referred to as the "Effective Date"), ten
thousand (10,000) fully paid and non-assessable shares of Common Stock of the
Corporation (the "Restricted Shares").
2. SHARE RESTRICTIONS
All Restricted Shares awarded to the Award Recipient pursuant to this
Agreement are subject to the following restrictions:
(a) Without limiting the provisions of paragraphs 2(b) and 2(c) below, the
Restricted Shares shall be restricted until the closing of the transactions
contemplated by the Agreement and Plan of Merger dated as of August 5, 1996
between US Order, Inc. and the Corporation (the "Merger Agreement"). If the
Merger Agreement is terminated prior to the consummation of the transactions
contemplated thereby, the Restricted Shares shall immediately be cancelled and
the Award Recipient's rights with respect to the Restricted Shares shall be
forfeited.
(b) If the Award Recipient's employment with the Corporation terminates for
any reason other than death or total disability, prior to December 31, 1998,
such Restricted Shares that are then subject to the restrictions imposed under
this paragraph 2(b) shall immediately be cancelled and the Award Recipient's
rights with respect to such Restricted Shares shall be forfeited. The
restrictions imposed under this paragraph 2(b) shall lapse and be of no further
effect ("Lapse") as to 5,000 Restricted Shares on December 31, 1997 and as to
5,000 Restricted Shares on December 31, 1998. In the event that the Award
Recipient shall die while in the regular full time employment of the Corporation
or terminate his employment by virtue of his having become totally disabled, the
restrictions imposed under this paragraph 2(b) shall Lapse.
(c) Until the restrictions imposed under this paragraph 2 Lapse, the Award
Recipient agrees that the Award Recipient will not sell, offer to sell, or
otherwise transfer or dispose of the Restricted Shares subject to such
restrictions, whether by gift, sale, assignment, pledge, other encumbrance, or
by operation of law.
3. SECRETARY TO HOLD CERTIFICATES
In order to enforce the restrictions imposed upon the Restricted Shares
under paragraph 2 of this Agreement, the Restricted Shares, together with a
stock power duly executed by the Award Recipient, shall be held by the Secretary
of the Corporation until the restrictions imposed pursuant to said paragraph 2
have Lapsed; and as such restrictions Lapse, the Secretary shall distribute to
the Award Recipient those Restricted Shares which are no longer subject to such
restrictions. The Award Recipient hereby appoints the person holding the office
of Secretary of the Corporation, from time to time, as his attorney-in-fact to
take all actions necessary to carry out the intent of this Agreement including
but not limited to endorsing the certificate evidencing the Restricted Shares
back to the Corporation, and to the extent that the Corporation is entitled to a
distribution of some, but not all, of the Restricted Shares under the terms
hereof, re-issuing such new certificates with regard to the Restricted Shares as
may be appropriate upon Lapse of the restrictions or termination of the Award
Recipient's employment.
4. WITHHOLDING TAXES
The Corporation shall have the right to retain and withhold from any
payment of Restricted Shares awarded the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, the Corporation may require the Award Recipient
receiving shares of Common Stock under this Restricted Shares Agreement Award to
reimburse the Corporation for any such taxes required to be withheld by the
Corporation and withhold any distribution in whole or in part until the
Corporation is so reimbursed. In lieu thereof, the Corporation shall have the
right to withhold from any other cash amounts due or to become due from the
Corporation to the Award Recipient an amount equal to such taxes required to be
withheld by the Corporation to reimburse the Corporation for any such taxes or
retain and withhold a number of shares having a market value of not less than
the amount of such taxes and cancel (in whole or in part) any such shares so
withheld in order to reimburse the Corporation for any such taxes.
5. LEGAL RESTRICTIONS
This Restricted Shares Award and the Corporation's obligation to issue
shares of its Common Stock hereunder shall be subject to all applicable laws,
rules and regulations, including without limitation, federal and state
securities laws. It shall be a condition precedent to the Corporation's
obligation to issue any shares hereunder that the Award Recipient make any
representation, warranty or agreement to the Corporation as may be required by
applicable law or regulation. The certificate or certificates for shares of
Common Stock issued pursuant to this Agreement shall be registered in the name
of the Award Recipient and shall contain, among other required legends, the
following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including, without
limitation, forfeiture events) contained in the Colonial Data Technologies Corp.
1994 Long-Term Incentive Plan and Restricted Shares Award Agreement entered into
between the registered owner hereof and Colonial Data Technologies Corp. Copies
of such Plan and Restricted Shares Award Agreement are on file in the office of
the Secretary of Colonial Data Technologies Corp., New Milford, Connecticut.
Colonial Data Technologies Corp. will furnish to the record holder of the
certificate, without charge and upon written request at its principal place of
business, a copy of such Plan and Restricted Shares Award Agreement. Colonial
Data Technologies Corp. reserves the right to refuse to record the transfer of
this certificate until all such restrictions are satisfied, all such terms are
complied with and all such conditions are satisfied."
6. ADMINISTRATION
The Compensation Committee Board of Directors of the Corporation shall have
full authority and discretion to decide all matters relating to the
administration and interpretation of this Agreement. All such Committee
determinations shall be final, conclusive and binding upon the Corporation, the
Award Recipient, and any and all interest parties.
7. RIGHT TO CONTINUE EMPLOYMENT
Nothing in this Agreement shall confer on an Award Recipient any right to
continue in the employ of the Corporation or in any way affect the Corporation's
right to terminate the Award Recipient's employment without prior notice at any
time for any or no reason.
8. FORCE AND EFFECT
The various provisions of this Agreement are severable in their entirety.
Any determination of invalidity or unenforceability of any one provision shall
have no effect on the continuing force and effect of the remaining provisions.
9. PREVAILING LAWS
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware.
10. SUCCESSORS
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
11. NOTICES
Unless waived by the Corporation, any notice to the Corporation required
under or relating to this Agreement shall be in writing and addressed to:
Colonial Data Technologies Corp.
00 Xxxxxxx Xxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attention: Secretary
12. NON-TRANSFERABILITY
The rights of the Award Recipient under this Agreement are nontransferable
and any attempted transfer thereof shall be void.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties and shall
not be modified or amended except by an instrument in writing and duly signed by
the parties. No waiver by either party of any default under this Agreement shall
be deemed to waiver of any subsequent default.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
hereof.
COLONIAL DATA
TECHNOLOGIES CORP.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Title: President
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Award Recipient
