ANGELICA CORPORATION RESTRICTED STOCK AGREEMENT
Exhibit
10.5
XXXXXXXX
CORPORATION
This
Restricted Stock Agreement (this “Agreement”) is made and entered into as of
June 6, 2005 by and between Xxxxxxxx Corporation, a Missouri corporation
(the
“Company”) and Xxxxx X. Xxx Xxxxx (“Executive”).
WHEREAS,
Executive has heretofore performed valuable services for the Company
and the
Company desires to encourage Executive to continue to perform such services
in
the future; and
WHEREAS,
in consideration of the foregoing, the Board of Directors of the Company
desires
to award shares of the Company’s common stock, $1.00 par value (the “Common
Stock”), to Executive pursuant to Section 2.4(e) of that certain employment
agreement dated June 1, 2005 by and between the Company and Executive
(the
“Employment Agreement”) and Executive desires to receive such shares on the
terms and conditions, and subject to the restrictions, herein set forth;
and
NOW,
THEREFORE, in consideration of the terms and conditions herein contained
and for
other good and valuable consideration, the receipt and sufficiency of
which is
hereby acknowledged by each of the parties hereto, the parties hereby
agree as
follows:
Section
1. Definitions.
As
used
in this Agreement, the following terms shall have the following
meanings:
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A.
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“Award”
means the award provided for in Section 2.
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B.
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“Board
of Directors” means the Board of Directors of the
Company.
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C.
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“Change
in Control” means:
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(i)
the acquisition by an individual, entity or group, or Person
(within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of
1934, as amended) of ownership of 20% of more of either
(a) the then
outstanding shares of common stock of the Company (the
“Outstanding
Company Common Stock”) or (b) the combined voting power of the then
outstanding voting securities of the Company entitled to
vote generally in
the election of directors (the “Outstanding Company Voting Securities”);
or
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(ii)
individuals who, as of the date hereof, constitute the
Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming
a
director
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subsequent
to the date hereof whose election,
or nomination for election, by the Company’s stockholders was approved by
a vote of at least a majority of the directors then comprising
the
Incumbent Board shall be considered as though such individual
were a
member of the Incumbent Board, but excluding, as a member
of the Incumbent
Board, any such individual whose initial assumption of
office occurs as a
result of either an actual or threatened election contest
or other actual
or threatened solicitation of proxies or consents by
or on behalf of a
Person other than the Board;
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(iii)
Approval by the stockholders of the Company of a reorganization,
merger or
consolidation, in each case, unless, following such reorganization,
merger
or consolidation, (1) more than 50% of, respectively,
the then
outstanding shares of common stock of the corporation
resulting from such
reorganization, merger or consolidation and the combined
voting power of
the then outstanding voting securities of such corporation
entitled to
vote generally in the election of directors is then beneficially
owned,
directly or indirectly, by all or substantially all of
the individuals and
entities who were the beneficial owners, respectively,
of the Outstanding
Company Common Stock and Outstanding Company Voting Securities
immediately
prior to such reorganization, merger or consolidation
in substantially the
same proportion as their ownership, immediately prior
to such
reorganization, merger or consolidation, of the Outstanding
Company Common
Stock and Outstanding Company Voting Securities, as the
case may be,
(2) no Person beneficially owns, directly or indirectly,
20% or more
of, respectively, the then outstanding shares of common
stock of the
corporation resulting from such reorganization, merger
or consolidation or
the combined voting power of the then outstanding voting
securities of
such corporation, entitled to vote generally in the election
of directors,
and (3) at least a majority of the members of
the board of directors
of the corporation resulting from such reorganization,
merger or
consolidation were members of the Incumbent Board at
the time of the
execution of the initial agreement providing for such
reorganization,
merger or consolidation; or
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(iv)
Approval by the stockholders of the Company of (a) a
complete
liquidation or dissolution of the Company or (b) the
sale or other
disposition of all or substantially all of the assets
of the Company,
other than to a corporation, with respect to which following
such sale or
other disposition, (1) more than 50% of, respectively,
the then
outstanding shares of common stock of such corporation
and the combined
voting power of the then outstanding voting securities
of such corporation
entitled to vote generally in the election of directors
is then
beneficially owned, directly or indirectly, by all or
substantially all of
the individuals and entities who were the beneficial
owners, respectively,
of the Outstanding Company Common Stock and Outstanding
Company Voting
Securities immediately prior to such sale
or
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other
disposition in substantially the same
proportion as their ownership, immediately prior to such
sale or other
disposition, of the Outstanding Company Common Stock
and Outstanding
Company Voting Securities, as the case may be, (2) no
Person
beneficially owns, directly or indirectly, 20% or more
of, respectively,
the then outstanding shares of common stock of such corporation
and the
combined voting power of the then outstanding voting
securities of such
corporation entitled to vote generally in the election
of directors and
(3) at least a majority of the members of the
board of directors of
such corporation were members of the board of directors
of such
corporation were members of the Incumbent Board at the
time of the
execution of the initial agreement or action of the Board
providing for
such sale or other disposition of assets of the
Company.
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D.
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“Date
of Award” means June 6, 2005.
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E.
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“Period
of Restriction” means with respect to the Restricted Shares, the period
of
time between the Date of Award and the date that the
Risk of Forfeiture
lapses as set forth in Section 4 of this Agreement.
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F.
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“Restricted
Shares” means the number of shares of the Company’s Common Stock being
granted pursuant to Section 2 of this Agreement, as well
as any additional
shares of Common Stock or other securities that may be
issued after the
date of the initial grant pursuant to Section 8 of this
Agreement.
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G.
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“Risk
of Forfeiture” mean the possibility that the Restricted Shares may
be
forfeited back to the Company as provided for in Section
3.
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Section
2. Award.
Subject
to the terms of this Agreement, effective as of the Date of Award, the
Company
awards to the Executive an aggregate of Twenty Thousand (20,000) Restricted
Shares, subject to the Risk of Forfeiture set forth in Section 3 and
the
limitations on transfer set forth in Section 5.
Section
3. Risk
of Forfeiture on Restricted Shares Upon Termination of Employment during
Period
of Restriction.
If the
Executive shall cease to be employed by the Company during the Period
of
Restriction, the Executive shall immediately forfeit to the Company all
Restricted Shares that have not previously vested as provided in Section
4,
without any consideration paid to Executive, and, thereafter, the Executive
shall have no further rights with respect to such Restricted Shares (hereinafter
referred to herein as the “Risk of Forfeiture”).
Section
4. Lapse
in Period of Restriction.
The
Period of Restriction will lapse with respect to all Restricted Shares
then held
by the Executive to which the Risk of Forfeiture is still applicable
upon the
occurrence of, or in connection with, a Change in Control as set forth
in the
Employment Agreement. Unless the Period of Restriction is vested sooner
pursuant
to the immediately preceding sentence, the Period of Restriction for
Four
Thousand (4,000) Restricted
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Shares
shall be scheduled to lapse upon the final determination as of the end
of each
fiscal year of the Company starting with the 2005 fiscal year and ending
with
the 2009 fiscal year that net revenue increases at a cumulative rate
of at least
fifteen percent (15%) on an annual basis from the 2004 fiscal year baseline
net
revenue from continuing operations (i.e.,
$316
million) and
gross
margin increases by at least 0.9% on an annual basis from the 2004 fiscal
year
baseline gross margin from continuing operations (i.e.,
15.5%).
To the extent that the Period of Restriction scheduled to lapse for the
Restricted Shares in a particular fiscal year do not fully lapse due
to the
failure to achieve the performance levels set forth in the immediately
preceding
sentence: (i) the Period of Restriction for two-thirds (2/3) of the Restricted
Shares attributable to such fiscal year will lapse if the cumulative
rate of
increase in net revenue from the 2004 fiscal year baseline through the
end of
the fiscal year is at least ten percent (10%) on an annual basis and
the
increase
in gross margin from the 2004 fiscal year baseline through the end of
such
fiscal year is at least 0.6% on an annual basis; or (ii) the Period of
Restriction for one-third (1/3) of the Restricted Shares attributable
to such
fiscal year will lapse if the cumulative rate of increase in net revenue
from
the 2004 fiscal year baseline through the end of such fiscal year is
at least
seven percent (7%) on an annual basis and
the
cumulative increase in gross margin from the 2004 fiscal year baseline
through
the end of such fiscal year is at least 0.3% on an annual basis. For
purposes of
this Section, the lapse in the Period of Restriction for the Restricted
Shares
will not be prorated above the designated partial lapse levels if actual
performance for a fiscal year is higher than the designated levels.
To
the
extent that the Period of Restriction for all or a portion of the Restricted
Shares that are scheduled to lapse in a prior fiscal year or years did
not lapse
due to the failure to meet the cumulative performance levels for such
fiscal
year or years, the Period of Restriction for all or a designated portion
of
those Restricted Shares applicable to prior fiscal years will lapse in
an
subsequent fiscal year if, and at the level that, the cumulative performance
levels for such subsequent fiscal year are achieved. By way of illustration,
assume that for the 2005 fiscal year, the Period of Restriction for only
1/3 of
the Restricted Shares attributable to that year lapse on the basis of
the
cumulative performance levels through fiscal 2005, and in the 2006 fiscal
year,
the Period of Restriction for only 2/3 of the Restricted Shares attributable
to
that year lapse on the basis of the cumulative performance levels through
fiscal
2006, and in the 2007 fiscal year, the Period of Restriction for all
of the
Restricted Shares attributable to that year lapse on the basis of the
cumulative
performance levels through fiscal 2007. In this case, the Period of Restriction
for 1/3 of the 4,000 Restricted Shares attributable to the 2005 fiscal
year, or
1,333 Resticted Shares, will lapse after the 2005 fiscal year. After
the 2005
fiscal year, the Period of Restriction for 2/3 of the 4,000 Restricted
Shares,
or 2,667 Restricted Shares, will lapse plus
the
Period of Restriction of another 1/3 of the Restricted Shares, or 1,333
Restricted shares, attributable to the 2005 fiscal year that did not
lapse after
the 2005 fiscal year, will lapse. After the 2007 fiscal year, the Period
of
Restriction of all 4,000 Restricted Shares attributable to the 2007 fiscal
year
plus
the
Period of Restriction on the remaining 1/3 of the Restricted Shares attributable
to the 2005 and 2006 fiscal years, or 2,667 Restricted Shares in the
aggregate,
that did not lapse after those prior fiscal years, will also lapse.
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Section
5. Limitations
on Transfer during Period of Restriction.
Restricted Shares may not be sold, assigned, transferred, exchanged,
pledged,
hypothecated, or otherwise encumbered during the Period of Restriction,
and no
such sale, assignment, transfer, exchange, pledge, hypothecation, or
encumbrance, whether made or created by voluntary act of the Executive
or of any
agent of the Executive or by operation of law, shall be recognized by,
or be
binding upon, or shall in any manner affect the rights of, the Company
or any
agent or any custodian holding certificates for such Restricted Shares
during
the Period of Restriction.
Section
6. Shareholder
Rights during Period of Restriction.
Unless
and until the Restricted Shares are forfeited as set forth in Section
3 hereof,
the Executive shall have all of the rights of a shareholder of the Company
with
respect to Restricted Shares, including the right to vote and to receive
dividends on the Restricted Shares, during the Period of
Restriction.
Section
7. Certificates
for Shares.
The
issuance of the Restricted Shares will be made in uncertificated book
entry form
on the date of grant and will remain in such form through the Period
of
Restriction. As and when the Period of Restriction for any of the Restricted
Shares lapse, the Company shall cause actual certificates for such shares
to be
issued without legend, unless otherwise required by federal or state
securities
laws, and promptly delivered to the Executive .
Section
8. Adjustment
in Certain Events.
If
there is any change in the Common Stock by reason of stock dividends,
split-ups,
mergers, consolidations, reorganizations, combinations or exchanges of
shares or
the like, each Restricted Share under this Agreement shall be adjusted
in the
same manner as any other share of the Company’s Common Stock and the provisions
of this Agreement shall extend not only to the number of Restricted Shares
awarded hereunder, but also to all additional shares of Common Stock
or other
securities received by the Executive pursuant to any such change with
respect to
the Restricted Shares granted hereunder, which additional shares of Common
Stock
or other securities shall be deemed to be Restricted Shares for purposes
of this
Agreement.
Section
9. Amendment.
This
Agreement may be amended by mutual consent of the parties hereto by written
agreement.
Section
10. Withholding.
The
Company shall have the right to withhold from or require Executive to
pay to the
Company any amounts required to be withheld by the Company in respect
of any
Federal, estate or local taxes in respect of the Restricted Shares or
any
compensation under this Agreement.
Section
11. Governing
Law.
This
Agreement shall be construed and administered in accordance with the
laws of the
State of Missouri.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day first written above.
| XXXXXXXX CORPORATION | |||
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By:
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/s/ Xxxxxxx X. X’Xxxx | ||
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Xxxxxxx
X. X’Xxxx
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Chief
Executive Officer
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| EXECUTIVE | |||
| /s/ Xxxxx X. Xxx Xxxxx | |||
| Xxxxx X. Xxx Xxxxx | |||
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