ANGELICA CORPORATION LONG TERM INCENTIVE PROGRAM CASH AWARD AGREEMENT
Exhibit 10.1
XXXXXXXX
CORPORATION
LONG
TERM INCENTIVE PROGRAM
This
Cash
Award Agreement (this “Agreement”) is made and entered into as of the ____ day
of ____________, _____ by and between Xxxxxxxx Corporation, a Missouri
corporation (the “Company”) and _____________________ (“Employee”).
WHEREAS,
Employee has been designated a participant in the Company’s Long-Term Incentive
Program for the ___________ performance period; and
WHEREAS,
in consideration of the foregoing, the Board of Directors of the Company desires
to award a cash amount (the “Cash Award”), to Employee under and in accordance
with the terms of the ____ Long Term Incentive Program (the “____ Program”), and
Employee desires to receive such Cash Award 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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“Cash
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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“Cause”
means (i) Employee’s willful and continued failure to substantially
perform his duties and responsibilities with the Company (other than
as a
result of incapacity due to a physical or mental condition), after
a
written demand for substantial performance is delivered by the Company
to
Employee in which there is a specific identification of the manner
in
which Employee is not substantially performing his duties and
responsibilities; (ii) Employee’s commission of an act constituting a
criminal offense involving moral turpitude, dishonesty or breach
of trust;
or (iii) Employee’s material breach of the terms of any employment
agreement between Employee and the Company.
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D.
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“Change
of Control” means Change of Control as defined in the Company’s 1999
Performance Plan.
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E.
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“Date
of Award” means _____________, ______.
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F.
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“Disability” means
that Employee has been unable to perform the duties and
responsibilities then required of him on a full-time basis for a
period of
180 consecutive business days by reason of physical or mental
condition. Disability shall be deemed to exist when certified
by a physician or physicians selected by the Company who are acceptable
to
Employee or Employee’s legal representative, such agreement as to
acceptability not to be unreasonably
withheld.
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G.
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“Performance
Period” means the period of three consecutive fiscal years of the Company,
commencing January __, _____.
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H.
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“Restrictions”
mean the restrictions on the Cash Award as provided for in Sections
3, 4
and 5 of this Agreement.
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Section
3. Forfeiture of Cash
Award for
Certain Terminations of Employment during the Performance
Period.
(a) If
Employee shall cease to be employed by the Company at any time prior to the
end
of the Performance Period due to a termination by the Company for Cause or
termination by Employee for any reason other than death or Disability, or if,
at
any time during the initial eighteen (18) months of the Performance Period,
Employee shall cease to be employed by the Company due to a termination by
the
Company without Cause, Employee shall immediately forfeit to the Company the
entire amount of the Cash Award that has not previously been earned as provided
in Section 5, without any consideration paid to Employee, and, thereafter,
Employee shall have no further rights with respect to such Cash
Award.
(b) Provided
that the Cash Award has not previously been earned as provided in Section 5,
if
Employee’s employment with the Company terminates prior to the end of the
Performance Period and such termination occurred by reason of Employee’s death
or Disability, or if, during the final eighteen (18) months of the Performance
Period Employee’s employment with the Company terminates and such
termination was initiated by the Company for any reason other than
Cause, Employee shall immediately forfeit to the Company that portion of the
Cash Award determined by multiplying the amount of the Cash Award by a fraction,
the numerator of which is the number of whole months from the date of
termination of employment to the end of the Performance Period and the
denominator of which is 36. The remaining portion of the Cash Award
will be earned and paid, or forfeited, in accordance with Section
4.
Section
4. Forfeiture of Cash
Award if
Maximum Performance Goals are not Achieved; Payment of Earned Cash Award.
If Employee shall have been continuously employed by the Company from the Date
of Award through the end of the Performance Period, and the Cash Award has
not
previously been earned pursuant to Section 5, the portion of the Cash Award
to
be
forfeited by Employee, if any, shall be that portion that has not been earned
by
Employee
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based
on
achievement of the performance goals established under the Company’s 2008
Long-Term Incentive Program, as set forth in Attachment A. The Cash
Award earned, if any, shall be payable as soon as administratively feasible
following the determination of achievement, but not later than the end of the
calendar year in which the Performance Period ends.
Section
5. Change of
Control.
(a)
Notwithstanding Section 4, in the event of a Change of Control prior to the
end
of the Performance Period, and provided Employee is employed by the Company
on
the effective date of the Change of Control, the full amount of the Cash Award
will be earned and payable to Employee as of the earlier of either: (i) the
date
that is one (1) year following the effective date of such Change of Control;
(ii) the date upon which Employee’s employment is terminated by the Company for
any reason other than for Cause; or (iii) the date upon which Employee’s
employment terminates by reason of Employee’s death or Disability, and, in the
case of termination of employment due to Disability, the termination is deemed
to be a “separation from service” as defined in Section 409A of the Internal
Revenue Code and the regulations promulgated thereunder.
(b)
Notwithstanding Section 5(a), if, during such one (1) year period following
any
such Change of Control, Employee’s employment is terminated by Employee
voluntarily or by the Company for Cause, the full amount of the Cash Award
shall
thereupon be forfeited to the Company and Employee shall have no further rights
to such Cash Award.
(c) A
Cash Award payable in accordance with this Section 5 shall be paid as soon
as
administratively feasible following the date such Cash Award becomes payable,
but in no event later than the later of (i) the end of the calendar year in
which the Cash Award becomes payable; and (ii) the 15th
day of
the third calendar month following the date the amount becomes
payable.
Section
6. Limitations on
Transfer. Subject to Section 8 (concerning tax withholding),
no portion of the Cash Award may be assigned, transferred, exchanged, pledged,
hypothecated, or otherwise encumbered until such time as it has been earned
and
paid and no such assignment, transfer, exchange, pledge, hypothecation, or
encumbrance, whether made or created by voluntary act of Employee or of any
agent of such Employee or by operation of law, shall be recognized by, or be
binding upon, or shall in any manner affect the rights of, the
Company.
Section
7. Amendment. This
Agreement may be amended by mutual consent of the parties hereto by written
agreement.
Section
8. Withholding. The
Company shall have the right to withhold from or require Employee to pay to
the
Company any amounts required to be withheld by the Company in respect of any
federal, state or local taxes in respect of the Cash Award under this
Agreement.
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Section
9. Governing
Law. This Agreement shall be construed and administered in
accordance with the laws of the State of Missouri.
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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Xxxxxxx
X. X’Xxxx
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President
and Chief Executive Officer
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| EMPLOYEE | |||
| Printed Name: | |||
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