QUANEX BUILDING PRODUCTS CORPORATION DIRECTOR PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Exhibit 10.15
<<Name>>
Grantee
Grantee
Date of Award:
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Target Number of Shares of Common Stock:
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AWARD GRANT
| 1. | GRANT OF PERFORMANCE STOCK AWARD. 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, an opportunity to receive shares of the Company’s Common
Stock, $0.01 par value per share (the “Common Stock”), based upon attainment of the
Performance Goals during the Performance Period on the terms and conditions set forth in this
Performance Stock Award Agreement (this “Agreement”). |
For purposes of this Agreement, the term “Performance Period” means the
_____-year period
beginning , 20
_____, and ending , 20
_____. For purposes of this
Agreement, the term “Performance Goals” means .
| 2. | FINAL PERFORMANCE FACTOR. The aggregate number of shares of the Common Stock to be issued to
you under this Agreement (the “Shares”) is equal to the Target Number of Shares of Common
Stock set forth above multiplied by the Final Performance Factor (which is determined as
provided below): |
2.1 The Final Performance Factor shall be equal to one (1) if (a) the Company achieves the
Target Milestone during the Performance Period and does not achieve the Maximum Milestone
during the Performance Period, (b) a Change in Control of the Company has not occurred on or
before the last day of the Performance Period, and (c) you remain an active member of the
Board of Directors of the Company (the “Board”) through the last day of the Performance
Period. For purposes of this Agreement, the “Target Milestone” means and the
“Maximum Milestone” means .
2.2 The Final Performance Factor shall be equal to two (2) if (a) the Company achieves the
Maximum Milestone during the Performance Period, (b) a Change in Control of the Company has
not occurred on or before the last day of the Performance Period, and (c) you remain an
active member of the Board through the last day of the Performance Period.
2.3 The Final Performance Factor shall be equal to three-fourths (3/4) if (a) the Company
achieves the Threshold Milestone during the Performance Period and does not achieve the
Target Milestone during the Performance Period, (b) a Change in Control of the Company has
not occurred on or before the last day of the Performance Period, and (c) you remain an
active member of the Board through the last day of the Performance Period. For purposes of
this Agreement, the “Threshold Milestone” means .
Director
2.4 If the performance standard achieved with respect to a particular Performance Goal is
between the Threshold Milestone and the Target Milestone or between the Target Milestone and
the Maximum Milestone, the applicable Final Performance Factor shall be determined by
interpolation.
For example, assume that the Committee grants a director a performance based
compensation award under the Plan that is contingent upon achieving Performance
Goal A and Performance Goal B, weighting the importance of the goals as 50% and 50%,
respectively. The Committee establishes Threshold, Target and Maximum Milestones for
each Goal. The Final Performance Factor assigned for achieving the threshold, target
and maximum performance standards are 3/4, 1 and 2, respectively. Finally, assume that
the director is awarded 2,000 Performance Shares with a Target Value of $100, is
continuously employed by the Company throughout the Performance Period and achieves
the Maximum Milestone for Performance Goal A, and precisely halfway between the
Target and Maximum Milestones for Performance Goal B. The total amount payable to
the director under the award is $250,000, which is determined as follows: The amount
payable to the director with respect to Performance Goal A is $100,000 (50%
(Performance Goal Percentage) x 2,000 (Performance Shares) x $100 (Performance Share
Value) x 1 (Final Performance Factor) = $100,000), and the amount payable to the
director with respect to Performance Goal B is $150,000 (50% (Performance Goal
Percentage) x 2000 (Performance Shares) x $100 (Target Value) x 1.5 (Final
Performance Factor)= $150,000).
2.5 If the Threshold Milestone is not achieved during the Performance Period and a Change in
Control of the Company has not occurred on or before the last day of the Performance Period,
then the award pursuant to this Agreement shall lapse and be forfeited as of the last day of
the Performance Period.
2.6 The Committee’s determinations with respect to the Performance Period for purposes of
this Agreement shall be binding upon all persons. The Committee may not increase the amount
payable under this Agreement.
| 3. | PAYMENT. The Company shall cause the Shares to be issued to you on , 20
_____
(the “Payment Date”), unless otherwise provided under this Agreement. |
| 4. | TERMINATION OF MEMBERSHIP/CHANGE IN CONTROL OF THE COMPANY. The following provisions will
apply in the event you cease to be a member of the Board of Directors of the Company (the
“Board”), or Change in Control of the Company occurs on or before the last day of the
Performance Period. |
4.1 Termination Generally. If you cease to be a member of the Board on or before
the last day of the Performance Period for any reason other than one of the reasons
described in Sections 4.2 through 4.5 below, all of your rights in this Agreement will lapse
and be completely forfeited on the date you cease to be a member of the Board.
4.2 Permanent Disability. Notwithstanding any other provision of this Agreement to
the contrary, if you cease to be a member of the Board because you incur a Permanent
Disability before the last day of the Performance Period then the Company will issue to you
shares of Common Stock in an amount equal to the product of (1) and (2) where (1) is the
number of Shares you would have received under this Agreement if your membership on the
Board had not ended before the end of the Performance Period and (2) is a fraction, the
numerator of which is the number of days from the beginning of the Performance Period
through the date your membership on the Board ended and the denominator of which is the
number of days in the Performance Period. Any amount payable pursuant to this Section 4.2
will be paid to you on the Payment Date. After such Shares are issued to you, you will have
no further rights with respect to this Agreement and the Company will have no further
obligations to you pursuant to this Agreement.
Director
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4.3 Death. Notwithstanding any other provision of this Agreement to the contrary,
if you die before the last day of the Performance Period and while an active member of the
Board, then the Company will issue to your estate shares of Common Stock in an amount equal
to the product of (1) and (2) where (1) is the number of Shares you would have received
under the Agreement if your membership on the Board had not ended before the end of the
Performance Period and (2) is a fraction, the numerator of which is the number of days from
the beginning of the Performance Period through the date your membership on the Board ended
and the denominator of which is the number of days in the Performance Period. Any amount
payable pursuant to this Section 4.3 will be paid to your estate on the Payment Date. After
such Shares are issued, the Company will have no further obligations to you pursuant to this
Agreement.
4.4 Retirement. Notwithstanding any other provision of this Agreement to the
contrary, if you cease to be a member of the Board due to your Retirement before the last
day of the Performance Period then the Company will issue to you shares of Common Stock in
an amount equal to the product of (1) and (2) where (1) is the number of shares you would
have received under this Agreement if your service with the Company had not ceased before
the end of the Performance Period and (2) is a fraction, the numerator of which is the
number of days from the beginning of the Performance Period through the date you service
with the Company ceased and the denominator of which is the number of days in the
Performance Period. Any amount payable pursuant to this Section 4.4 will be paid to you on
the Payment Date. After such Shares are issued to you, you will have no further rights with
respect to this Agreement and the Company will have no further obligations to you pursuant
to this Agreement. For purposes of this Section 4.4, the term “Retirement” means your
voluntary cessation of your membership as a director with the Company on or after serving
six years or two consecutive terms as a director.
4.5 Change in Control of the Company. Notwithstanding any other provision of this
Agreement to the contrary, if a Change in Control of the Company occurs before the last day
of the Performance Period then the Company will issue to you shares of Common Stock in an
amount equal to the product of (1) and (2) where (1) is the number of shares you would have
received under this Agreement if the Change in Control of the Company had not occurred
before the end of the Performance Period and (2) is a fraction, the numerator of which is
the number of years from the beginning of the Performance Period (rounded up to the nearest
full year) through the date of the Change in Control of the Company and the denominator of
which is the number of years in the Performance Period. Any amount payable pursuant to this
Section 4.5 will be paid to you on the date of the Change in Control of the Company. After
such Shares are issued to you, you will have no further rights with respect to this
Agreement and the Company will have no further obligations to you pursuant to this
Agreement.
| 5. | NONTRANSFERABILITY. This Agreement is not transferable by you otherwise than by will or by
the laws of descent and distribution. Your rights under this Agreement may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of
(other than by will or the applicable laws of descent and distribution). Any such attempted
sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in
violation of this Agreement shall be void and the Company shall not be bound thereby. |
| 6. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the award granted under this
Agreement 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. |
Director
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| 7. | AWARD UNDER THIS AGREEMENT DOES NOT AWARD ANY RIGHTS OF A SHAREHOLDER. You shall not have
the voting rights or any of the other rights, powers or privileges of a holder of the Common
Stock with respect to the award granted to you under this Agreement. Only after the Shares
are issued in exchange for your rights under this Agreement will you have all of the rights of
a shareholder with respect to such Shares issued in exchange for your rights under this
Agreement. |
| 8. | SECURITIES ACT LEGEND. If you are or become 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. |
| 9. | LIMIT OF LIABILITY. Under no circumstances will the Company or an 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. |
| 10. | SALE OF SECURITIES. The Shares that may be issued under this Agreement 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. |
| 11. | 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. |
| 12. | 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 or in this Agreement shall have the meanings ascribed to such terms in the Plan. |
In accepting the award granted 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 | ||||
| Xxxxxxx Xxxx – Chief Executive Officer |
Director
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