CROWN CRAFTS, INC. RESTRICTED STOCK GRANT AGREEMENT
Exhibit 4.5
CROWN CRAFTS, INC.
2006 OMNIBUS INCENTIVE PLAN
| Number of | Date of | |||
Grantee:
|
Shares: | Xxxxx: | ||
| Vesting Date *: | Closing Price at Date of Grant: | ||||||
| $ | per Share | ||||||
THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made and entered into as of the
date of the grant set forth above (the “Grant Date”) by and between Crown Crafts, Inc., a Delaware
corporation (“Crown Crafts”), and the above named individual (the “Grantee”).
W I T N E S S E T H:
WHEREAS, Crown Crafts has established the “Crown Crafts, Inc. 2006 Omnibus Incentive Plan”
(the “Plan”) to advance the interests of Crown Crafts and any parent or subsidiary corporation of
Crown Crafts (together with Crown Crafts, referred to collectively as the “Company”) by
strengthening the Company’s ability to attract and retain individuals of training, experience and
ability in the employ of the Company and to furnish additional incentive to such key employees to
promote the Company’s financial success; and
WHEREAS, pursuant to the provisions of the Plan, the Compensation Committee (the “Committee”)
of the Board of Directors of Crown Crafts (the “Board”) authorized a grant of restricted capital
stock of Crown Crafts to the Grantee as reflected herein on the Grant Date, the Board approved such
grant on the Grant Date, and the Committee has the full power and authority to direct the execution
and delivery of this Agreement in the name and on behalf of Crown Crafts in order to evidence and
to set forth fully the terms of said grant.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Shares. Subject and pursuant to all terms and conditions stated in this
Agreement and in the Plan, which is incorporated herein by this reference and made a part hereof as
though fully set forth herein, Crown Crafts grants to the Grantee on the Grant Date the number of
shares of Crown Crafts’ common stock, $0.01 par value per share (“Common Stock”), set forth above
(the “Shares”). The Grantee hereby accepts the Shares on such terms and conditions.
| * | Subject to acceleration as provided in Sections 2(b) and 3 hereof. |
2. Vesting/Forfeiture of Shares; Employment Termination.
(a) In General. Unless sooner vested pursuant to Section 3 hereof, all the Shares
shall become fully vested to the Grantee on the vesting date set forth above (the “Vesting Date”)
so long as the Grantee remains employed with the Company throughout the period commencing on the
Grant Date through the Vesting Date. Subject to the provisions of paragraph (b) immediately below,
in the event that the Grantee’s employment with the Company terminates for any reason prior to the
Vesting Date, all the Shares shall be forfeited to the Company and cancelled on the date of such
termination.
(b) Discretion to Accelerate Vesting. In the event that the Grantee’s employment with
the Company terminates prior to the Vesting Date due to Retirement, then the Committee, in its sole
and absolute discretion, may cause all or any part of the Shares nevertheless to become fully
vested on the Vesting Date (or sooner, in the discretion of the Committee). In the event that the
Grantee’s employment with the Company terminates prior to the Vesting Date due to either Disability
or Death, then all of the Shares nevertheless shall become fully vested on the Vesting Date,
provided that the Committee, in its sole and absolute discretion, may cause all or any part of the
Shares to become fully vested prior to the Vesting Date. For purposes of this paragraph (b), the
following terms shall have the following meanings:
(1) Death. The date of death of the Grantee as established by the relevant
death certificate.
(2) Disability. The date on which the Grantee becomes permanently and totally
disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), which shall be determined by the Committee on the basis of such
medical or other evidence as it may reasonably require or deem appropriate.
(3) Retirement. The date of termination of the Grantee’s employment either (i)
under conditions which would constitute “normal retirement” or “early retirement” under any
tax qualified retirement plan maintained by the Company or (ii) after attaining age 65.
3. Vesting of Shares; Change in Control. As provided in Section 7.1 of the Plan, all
unvested Shares not previously forfeited and cancelled pursuant to Section 2(a) hereof shall become
immediately and fully vested in the Grantee on the day immediately preceding the date of the
consummation of any Change in Control as defined in the Plan (or sooner, in the discretion of the
Committee).
4. Section 83(b) Election. If the grant of the Shares would not be taxable under the
provisions of Section 83(a) of the Code, as a result of the forfeiture and restriction on
transferability provisions contained herein, then the Grantee shall be authorized, in the Grantee’s
discretion, to make an election to be taxed on the grant of the Shares under Section 83(b) of the
Code. To effect such election, the Grantee shall file an appropriate election with the Internal
Revenue Service and shall submit a copy of any such election to the Company within thirty (30) days
after the grant of the Shares and otherwise in accordance with applicable Treasury Regulations.
The Company’s
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copy of the election shall be sent to the Committee at Crown Crafts, Inc., 000 Xxxxx Xxxxxxxx
Xxxxxx, X.X. Box 1028, Gonzales, LA 70737, Attention: Chairman.
THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, IN THE EVENT
THAT THE GRANTEE DESIRES TO MAKE THE ELECTION.
5. Withholding Taxes. The Grantee acknowledges that he or she generally will be
required to recognize income for federal, state or local income tax purposes upon the vesting of
the Shares (or upon the grant of the Shares, if the Grantee makes an election with respect to the
Shares pursuant to Section 83(b) of the Code, as more fully described in Section 4 hereof), and
that such income generally will be subject to withholding of tax by the Company (the “Tax”). The
Grantee agrees that the Company, in its discretion, may withhold such Tax in any of the following
ways:
(a) The Company may withhold an appropriate amount from any compensation or any other payment
of any kind then payable or which may become payable to the Grantee.
(b) The Committee may require the Grantee to make a cash payment to the Company equal to the
amount of withholding required in the opinion of the Company.
(c) The Grantee may request, in lieu of cash payment, that the Company accept shares of Common
Stock already owned by the Grantee or withhold a portion of the Shares, each as more fully
described below. If the Committee grants any such request in whole or in part, in its sole and
absolute discretion, any shares so accepted or withheld by the Company under this paragraph (c)
shall be valued at their fair market value, as determined in good faith by the Board. In no such
event shall any fractional shares be accepted or withheld, and thus any deficiency remaining after
the acceptance or withholding of whole shares shall be satisfied by the Grantee in cash.
In the event the Committee permits payment of the Tax or any portion thereof to be made in
whole or in part with previously issued shares of Common Stock owned by the Grantee, the stock
certificates evidencing the shares so to be used shall be surrendered to the Company by the date
determined by the Company for such surrender and shall be duly endorsed or accompanied by duly
executed stock powers to transfer the same to the Company. In the event the Committee permits
payment of the tax to be made in whole or in part with a portion of the Shares, the Grantee need
not surrender any stock certificates but shall provide upon request a written statement directing
the Company to retain that number of Shares as shall equal the number of shares of Common Stock
that would have been surrendered to the Company if the Tax had been paid with previously issued
stock.
In the event Grantee does not make such payment when requested, the Company may refuse to
issue or cause to be delivered any Shares under this Agreement or any other incentive plan
agreement entered into by the Grantee and the Company until such payment has been made or
arrangements for such payment satisfactory to the Company have been made.
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6. Escrow and Delivery of Shares.
(a) Escrow; Legend. The Shares shall be issued in the name of the Grantee as soon as
reasonably practicable after the Grantee has executed this Agreement and a Stock Power
substantially in the form attached hereto as Exhibit A. Prior to the time the restrictions on the
Shares lapse pursuant to Section 2 hereof, the Shares may not be sold, transferred or otherwise
disposed of and shall not be pledged or otherwise hypothecated, but the Grantee shall have all
other rights of a stockholder with respect to the Shares as set forth in Section 7 hereof.
Certificates representing the Shares shall be held by the Company in escrow and shall remain in the
custody of the Company until their delivery to the Grantee or his estate as set forth in paragraph
(b) immediately below or their forfeiture to the Company as set forth in Section 2(a) hereof. Each
such stock certificate shall bear a legend in substantially the following form:
This certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture and
restrictions against transfer) contained in the Crown Crafts, Inc.
2006 Omnibus Incentive Plan (the “Plan”) and a Restricted Stock
Grant Agreement (the “Agreement”) between the registered owner of
the shares represented hereby and Crown Crafts, Inc. Release from
such terms and conditions shall be made only in accordance with the
provisions of the Plan and the Agreement, copies of which are on
file in the office of the Secretary of Crown Crafts, Inc.
(b) Delivery. As soon as practical following the lapse of the restrictions pursuant
to Section 2 hereof (or following the vesting of Shares by reason of a Change in Control pursuant
to Section 3 hereof), provided the Grantee has satisfied all applicable withholding requirements
with respect thereto, the Company shall issue new certificates which shall not bear the legend set
forth in paragraph (a) immediately above; provided, however, that the Shares will
be delivered only in compliance with all applicable federal and state securities and other laws.
7. Voting Rights; Dividends; Capital Changes. The Grantee shall have the full power
to vote all of the Shares (including any unvested Shares) from time to time and shall be entitled
to receive all dividends declared upon any of the Shares (including any unvested Shares) from time
to time (net of any applicable withholding taxes). The Grantee hereby acknowledges that any cash
dividends declared upon unvested Shares shall be payable to the Grantee solely in cash and shall
not be eligible for reinvestment in any dividend reinvestment program administered by the Company.
All shares of capital stock or other securities issued with respect to any of the Shares or in
substitution thereof, whether by the Company or by another issuer, shall be subject to all of the
terms of this Agreement and may be forfeited to the Company under Section 2(a) hereof under the
same circumstances as the Shares with respect to, or in substitution for, which they were issued.
8. No Rights to Employment. Neither this Agreement nor the Plan shall confer upon the
Grantee any rights of employment with the Company, including, without limitation, any right to
continue in the employ of the Company, or shall affect the right of the Company to terminate the
employment of the Grantee at any time, with or without cause.
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9. Heirs and Successors. This Agreement and all terms and conditions hereof shall be
binding upon the parties hereto, and their successors, heirs, legatees and legal representatives.
10. Plan Controls. Copies of the Plan will be made available to the Grantee upon
request. In the event of any conflict between the Plan and this Agreement, the Plan shall control
and this Agreement shall be deemed to be modified accordingly.
11. Governing Law. To the extent not superseded by federal law, the laws of the State
of Delaware shall control in all matters relating to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Grant Agreement,
all as of the Grant Date set forth herein.
| CROWN CRAFTS, INC. | ||||
| By: | ||||
| Chairman of the Committee | ||||
| GRANTEE | ||||
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EXHIBIT
A
STOCK POWER
FOR VALUE RECEIVED, hereby sells, assigns and transfers unto
( ) shares of the $0.01 par value per share
Common Stock of Crown Crafts, Inc. standing in his/her name on the books of said Corporation,
represented by Certificate No. , and does hereby irrevocably constitute and appoint
attorney to transfer the said stock on the books of said Corporation
with full power of substitution in the premises.
Dated:
| Print Name: | ||||
GUARANTEE:
