EXHIBIT 10(c)
THE XXXXXX & SESSIONS CO.
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made as
of [DATE OF GRANT], by and between The Xxxxxx & Sessions Co., an Ohio
corporation (the "Company"), and [NAME OF PARTICIPATE], a director of the
Company (the "Grantee"), pursuant to the Company's 1998 Incentive Equity Plan,
as amended and restated, (the "1998 Plan").
RECITALS
A. The Grantee serves as a Director of the Company and
has made an election under the Company's Non-Employee Directors Deferred
Compensation Plan (the "Directors Deferred Plan") to defer his annual retainer,
board and committee meeting fees to be invested in the Company's common stock.
An additional amount equal to 25% of the deferred amount will be issued in
Restricted Shares from the 1998 Plan, pursuant to the terms of this Agreement.
B. On April 29, 2004, the Governance, Nominating and
Compensation Committee (the "Committee") of the Board of Directors (the "Board")
of the Company duly authorized the grant of Restricted Shares, representing 25%
of the deferred amount of the Grantee's annual retainer, board and committee
meeting fees and duly adopted a resolution authorizing the execution of a
restricted stock agreement substantially in the form of this Agreement.
AGREEMENT
NOW, THEREFORE, subject to the terms and conditions of the
1998 Plan and this Agreement, the Company hereby agrees to grant to the Grantee
[______] Restricted Shares, effective as of the [DATE OF GRANT] and subject to
the following terms, conditions, limitations and restrictions:
ARTICLE I
DEFINITIONS
Capitalized terms not otherwise defined in this Agreement have
the meanings stated in the 1998 Plan, unless the context clearly indicates
otherwise.
ARTICLE II
CERTAIN TERMS OF RESTRICTED SHARES
1. Signing of and Compliance With Agreement. Grantee
----------------------------------------
shall not have any right with respect to the Restricted Shares issued pursuant
to this Agreement, unless and until Grantee has executed this Agreement,
(whether directly or pursuant to a Power of Attorney) and has delivered a fully
executed copy thereof to the Company, and has otherwise complied with the
applicable terms and conditions of this Agreement.
2. Stock Certificates. Grantee shall be issued a stock
------------------
certificate with respect to these Restricted Shares. This certificate shall be
registered in the name of Grantee, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Shares, substantially in the following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF THE XXXXXX &
SESSIONS CO. 1998 INCENTIVE EQUITY PLAN, AS AMENDED AND
RESTATED, AND AN AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND THE XXXXXX & SESSIONS CO. COPIES OF
SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF THE
XXXXXX & SESSIONS CO., CLEVELAND, OHIO AND WILL BE MAILED
TO THE REGISTERED OWNER, WITHOUT CHARGE, WITHIN FIVE DAYS
AFTER RECEIPT OF WRITTEN REQUEST THEREFOR.
2
3. Certificates in Company Custody. Stock certificates
-------------------------------
evidencing Restricted Shares shall be held in custody by the Company until the
restrictions thereon shall have lapsed, and as a condition of any Restricted
Shares, the Grantee shall have delivered a stock power relating to the
Restricted Shares.
4. Restriction Period. Subject to the provisions of the
------------------
1998 Plan and this Agreement, during the period from the Date of Grant until [3
YEARS FROM DATE OF GRANT] (the "Restriction Period"), the Grantee shall not be
permitted to sell, transfer, pledge, assign or otherwise encumber Restricted
Shares awarded under the 1998 Plan.
5. Acceleration of Restricted Shares. Notwithstanding
---------------------------------
Section 4 of this Article II, if the Grantee is no longer serving on the
Company's Board due to any of the circumstances set forth in Section 7 of this
Article II, the Grantee is immediately entitled to receive the Restricted
Shares.
6. Treatment of Dividends. The Grantee shall have, with
----------------------
respect to the Restricted Shares covered by this Agreement, all of the rights of
a shareholder of the Company, including the right to vote the shares, and the
right to receive any dividends. However, any dividends on such shares shall be
automatically deferred and reinvested in additional Restricted Shares subject to
the same restrictions as the underlying award (as long as there are sufficient
shares available under Section 3 of the Plan).
7. Forfeiture. Upon termination of the Grantee from the
----------
Company's Board during the Restriction Period for any reason other than death,
disability, a Change in Control, or with the consent of the Committee,
retirement or other termination of service, all shares still subject to
restriction shall be forfeited by the Grantee.
3
8. Delivery of Shares. If and when the Restriction
------------------
Period expires without a prior forfeiture of the Restricted Shares subject to
such Restriction Period, unrestricted certificates for such shares shall be
delivered to the Grantee.
ARTICLE III
GENERAL PROVISIONS
1. Compliance with Law. Notwithstanding any other
-------------------
provision of this Agreement, the Company may not issue any of the Restricted
Shares if such issuance would result in a violation of law.
2. Transferability. The Grantee may not sell, transfer,
---------------
pledge, assign or otherwise encumber Grantee's right to receive the Restricted
Shares except by will or the laws of descent and distribution.
3. Adjustments. The Board may (a) make any adjustments
-----------
in the number or kind of Restricted Shares or other securities covered by this
Agreement that the Committee determines in good faith to be equitably required,
or (b) provide alternative consideration to the Grantee in substitution of any
or all of the Grantee's rights under this Agreement, in order to prevent any
dilution or expansion of the Grantee's rights under this Agreement that
otherwise would result from any (i) stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company, (ii) merger, consolidation, separation, reorganization or partial or
complete liquidation involving the Company or (iii) other transaction or event
having an effect similar to any of the events referred to in this sentence.
4. Relation to Other Benefits. The Company will not take
--------------------------
into account any economic or other benefit to the Grantee under this Agreement
or the 1998 Plan in determining any benefits to which the Grantee may be
entitled under any retirement or other benefit or compensation plan
4
maintained by the Company or a Subsidiary. The Company will not reduce the
amount of any life insurance coverage available to any beneficiary under any
life insurance plan covering directors of the Company or a Subsidiary as a
result of any economic or other benefit to the Grantee under this Agreement or
the 1998 Plan.
5. Amendments. Any amendment to the 1998 Plan will be
----------
deemed to be an amendment to this Agreement to the extent that the 1998 Plan
amendment (a) is applicable to awards of Restricted Shares and (b) does not
adversely affect the rights of the Grantee with respect to the Restricted
Shares. In order for a 1998 Plan amendment that adversely affects the Restricted
Shares to be effective against the Grantee, the Grantee must consent to such
1998 Plan amendment.
6. Severability. If any provision of this Agreement is
------------
invalidated for any reason by a court of competent jurisdiction, the invalid
provision will be deemed to be separable from the other provisions of this
Agreement and the remaining provisions will continue to be valid and fully
enforceable.
7. Counterparts. This Agreement may be executed in one
------------
or more counterparts, each of which is an original but all of which together
constitute one and the same document.
8. Governing Law. This Agreement is made under, and will
-------------
be construed in accordance with, the laws of the State of Ohio, without giving
effect to its principles of conflict of laws.
THE XXXXXX & SESSIONS CO.
By:________________________________
Xxxx X. Xxxxxxx
Chairman of the Board, President
and Chief Executive Officer
Grantee:___________________________
[Grantee's Name]
Date:____________________________
5
