Exhibit 10.19.1
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Form of
Restricted Stock Agreement
(Director Compensation Restricted Stock)
This RESTRICTED STOCK AGREEMENT ("Agreement") is made effective as of the
____________ day of __________________, between KAISER VENTURES INC. a Delaware
corporation ("Company"), and _______________________, a director of the Company
("Director").
Recitals
A. The Company adopted effective May 10, 2000, a compensation program for
non-employee individuals serving on the Company's Board of Directors ("Director
Compensation Plan"). As a part of the Director Compensation Plan, the Company
desires to provide Director with added incentive to continue his services to the
Company and, through his proprietary interest, to increase his participation in
the success of the Company.
B. Director is willing to accept the grant of stock upon the restrictions
and other terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
set forth below, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Company and Director agree as
follows:
1. Transfer of Restricted Stock. Subject to the terms and conditions set
forth below in this Agreement, the Company grants, assigns, transfers, and
delivers to Director pursuant to and in accordance with the Company's Director
Compensation Plan , a total of __________________________ (_______) shares of
the Company's $.03 par value common stock (the "Shares"), for no cash
consideration. The Shares are to be evidenced by a certificate or certificates
registered in the name of Director and bearing an appropriate legend or legends
referring to the restrictions set forth in this Agreement.
2. Restricted Period. The restrictions to which the Shares shall be
subject during the Restricted Period, defined as the period commencing on the
effective date hereof and terminating as set forth in this Agreement, shall be
as follows:
(a) During the Restricted Period applicable to any portion of the
Shares, none of the Shares still subject to the restrictions hereof shall be
sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of,
whether voluntarily, involuntarily, or by operation of law.
(b) If Director's service as a member of the Board of Directors of
the Company should be terminated for cause or if Director should voluntarily
resign from serving as a director with the Company, other than in connection
with a Material Event (as defined below), the Director shall forfeit to the
Company, for no consideration, all the Shares for which the Restricted Period
has not lapsed. In the event Director's service as a director is terminated
during the Restricted Period because of death, disability, retirement, or due to
termination without cause, failure to be nominated (other than for cause) or for
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any reason except for cause or Director's voluntary resignation, then all the
restrictions shall immediately lapse.
(c) Subject to the acceleration of vesting, the Restricted Period for
the Shares granted pursuant to this Agreement shall lapse in accordance with the
following schedule:
Date Number of Shares for which
Restricted Period Lapses
-------------- ---------------------------------
Investing Date #
3. Investment Representation. Director is acquiring the Shares for
investment and not for resale or distribution. Director has been fully informed
of the circumstances under which he is required to hold the Shares pursuant to
the requirements of the Securities Act of 1993 (the "Act") and applicable state
securities, or Blue Sky laws. Until such time as the Shares are registered with
the Securities and Exchange Commission, the Shares are not registered under the
Act and may not be transferred or otherwise disposed of unless there is an
exemption from registration. The Company makes no representation that the Shares
will ever be registered under the Act.
4. Deposit of Certificates. To induce the Company to issue to Director
the Shares pursuant to this Agreement, and the Director Compensation Plan,
Director agrees that he shall, at any time upon the request of the Corporation,
deposit with the Corporation the certificate or certificates representing the
Shares (to the extent the certificate or certificates are not, at the time of
such request, already deposited with the Corporation), together with stock
transfer powers or other instruments of transfer appropriately endorsed in blank
by him. This deposit of the Shares and stock transfer powers shall remain in
effect with respect to any portion of the Shares until the Restricted Period
shall have lapsed with respect to such Shares pursuant to this Agreement. The
Company shall have the right to notify the Company's stock transfer agent as to
the restrictions contained in this Agreement and preventing any transfer of the
Shares except in compliance with this Agreement.
5. Continuation of Service. Nothing in this Agreement shall be construed
as constituting a commitment, guaranty, agreement, or understanding of any kind
or nature that the Company or its shareholders shall continue to nominate and/or
elect Director to serve on the Company's Board of Directors, and this Agreement
shall not affect in any way the right of the Corporation or its shareholders to
remove Director from service on the Company's Board of Directors or the right
not to nominate Director to continue to serve on the Company's Board of
Directors.
6. Changes in Capital Structure of the Corporation. The number of Shares
held by the Director for which the Restricted Period has not lapsed shall be
adjusted equitably by the Company, as if the Restricted Period had lapsed with
respect to such Shares, in the event of (i) a subdivision or combination of the
shares of capital stock of the Company, (ii) a dividend payable in shares of
capital stock of the Company, (iii) a reclassification of any shares of capital
stock of Company, or (iv) any other change in the capital structure of the
Company. Except as provided in Section 8, any additional shares issued to
Director as a result of any of the foregoing events shall continue to be subject
to the
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terms of this Agreement to the same extent as the shares giving rise to the
right to receive such additional shares.
7. Cash Distribution. In the event of a cash distribution to
shareholders, the amount of such distribution on the Shares for which
restrictions Shares have not lapsed shall be retained by the Company and be paid
out upon the lapse of the restrictions on the Shares.
8. Merger or Consolidation or Acquisition. In the event of a merger or
consolidation to which the Company is a party and the Company is not the
surviving corporation, any other acquisition of a majority of the issued and
outstanding shares of Common Stock of the Company for cash or property or
involving an exchange or a substitution of stock of an acquiring corporation for
Common Stock of the Company, any transfer of all or substantially all of the
principal assets of the Company in exchange for stock of an acquiring
corporation or the occurrence of any other event of such a substantial and
similar nature shall constitute a "Material Event", and all the Shares subject
to this Agreement shall vest immediately upon the record date of the Material
Notice to the extent not already vested.
9. Rights of Shareholder. Subject to the terms and provisions of this
Agreement, Director shall have all the rights of a shareholder of the Company
with respect to the Shares, including the right to vote the Shares.
10. Taxes. Director acknowledges that he is fully responsible for the
payment of any personal income or other taxes that may be due with respect to
the grant of the shares and/or that may be due upon the lapse of the Restricted
Period with regard to any of the Shares.
11. Burden and Benefit. The terms and provisions of this Agreement shall
be binding upon, and inure to the benefit of, Director and Director's executors
or administrators, heirs, and personal and legal representatives.
12. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of California except to the extent that
Delaware Corporation law should be applicable.
13. Modifications. Any change in, or modification of, this Agreement
shall be valid only if in writing and signed by the parties to this Agreement.
14. Entire Agreement. This Agreement and the Director Compensation Plan,
including the Board Stock Plan which is part of the Board Compensation Plan,
sets forth all of the promises, agreements, conditions, understandings,
warranties and representations between the parties of this Agreement with
respect to the Shares, and there are no promises, agreements, conditions,
understandings, warranties, or representations, oral or written, express or
implied, between the parties with respect to the Shares other than as set forth
in this Agreement and in the Director Compensation Plan. Any modifications or
amendments to this Agreement shall be in witness executed by the parties hereto.
15. Notices. Any and all notices provided for in this Agreement shall be
addressed: (i) if to the Company, to the principal executive office of the
Company; and (ii) if
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to the Director, to the address of the Director as reflected in the stock
records of the Company.
16. Invalid or unenforceable Provisions. The invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions of this Agreement, and this Agreement shall be construed in
all respects as if that invalid or unenforceable provision were omitted.
IN WITNESS WHEREOF, the Company and Director have executed this Agreement
to be effective as of the day and year first above written.
"Company" "Director"
Kaiser Ventures Inc.
By: _______________________________ By: ____________________________
Xxxxxxx X. Xxxxxxxx,
Chief Executive Officer and
Chairman of the Board
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