EXHIBIT 10.12
SUNGLASS HUT INTERNATIONAL, INC.
STOCK AWARD AGREEMENT
This STOCK AWARD AGREEMENT made as of the 1st day of April, 1997, by and between
SUNGLASS HUT INTERNATIONAL, INC., a Florida corporation (the "Company"), and
Xxxxxx X. Xxxxx (the "Executive").
BACKGROUND
The Compensation Committee of the Company has determined that it is in
the best interests of the Company and its shareholders to recognize the
Executive's performance and to provide incentive to the Executive based upon
increases in the value of the Company's common stock by making a grant to him of
shares of the Company's Common Stock.
NOW, THEREFORE, in consideration of the covenants and of the mutual
promises contained herein, the parties hereto , intending to be legally bound
hereby, agrees as follows.
1. DEFINITIONS. As used in this Agreement, the following terms shall
have the meaning set forth below:
(a) "Agreement" shall mean this Stock Award Agreement and
any amendments thereto.
(b) "Committee" shall mean the Compensation Committee of the
Board of Directors of the Company.
(c) "Common Stock" shall mean the common stock of the Company
as described in the Company's Articles of Incorporation, or such other stock as
shall be substituted therefor.
(d) "Company" shall mean Sunglass Hut International, Inc., a
Florida corporation, or any successor to the Company.
2. AWARD OF RESTRICTED STOCK. As of the date of this Agreement, the
Committee has granted to the Executive twenty-five thousand (25,000) shares of
Common Stock (the "Awarded Stock"). The shares of Awarded Stock shall be issued
promptly hereafter in the Executive's name and shall be free of any restrictions
or limitations other than those imposed by law.
3. TAXES. Prior to the Company's delivery of the shares of Awarded
Stock to the Executive, the Executive shall pay to the Company, or make
arrangements satisfactory to the Committee for payment of, any federal, state or
local taxes of any kind required by law to be withheld with respect to the
Awarded Stock and the Company shall, to the extent permitted by law, have the
right to deduct from any payment of any kind otherwise due to Executive any
federal, state, or local taxes of any kind required by law to be withheld with
respect to such Awarded Stock.
4. AMENDMENT, MODIFICATION AND ASSIGNMENT. No provision of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by the Executive and the Committee.
No waiver by either party of any breach by the other party hereto of any
condition or provision of this Agreement shall be deemed a waiver of any other
conditions or provisions of this Agreement. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. This Agreement shall not be assigned by the Executive in whole or in
part. The rights and obligations created hereunder shall be binding on the
Executive and his heirs and legal representatives and on the successors and
assigns of the Company.
5. MISCELLANEOUS
(a) NO RIGHT TO EMPLOYMENT. The grant of the Awarded Stock
shall not be construed as giving the Executive the right to be retained in
the employ of the Company nor affect in any way the right of the Company to
terminate such employment at any time, with or without cause.
(b) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing
contained in this Agreement shall preclude the Company from adopting or
continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.
(c) SEVERABILITY. If any provision of this Agreement is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify this Agreement under any applicable law, such provision
shall be construed or deemed amended to conform to applicable law (or if such
provision cannot be so construed or deemed amended without materially altering
the purpose or intent of this Agreement, such provision shall be stricken as to
such jurisdiction and the remainder of this Agreement shall remain in full force
and effect).
(d) GOVERNING LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State
of Florida.
(e) HEADINGS. Headings are given to the Sections and
Subsections of this Agreement solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of this Agreement or any provision thereof.
(f) INTERPRETATION. The Executive accepts the Awarded Stock
subject to all of the terms and provisions of the Plan and this Agreement. The
Executive hereby accepts as
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binding, conclusive and final all decisions or interpretations of the Committee
or the Board upon any questions arising under the Plan and this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
SUNGLASS HUT INTERNATIONAL, INC.
By:_____________________________________
XXXX X. XXXXXXX, President and Chief
Executive Officer
________________________________________
XXXXXX X. XXXXX
