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EXHIBIT 10(p)
THE STANDARD PRODUCTS COMPANY
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this "Agreement"), is made as of this
1st day of July, 1995, by and between The Standard Products Company, an Ohio
corporation (the "Company"), and Xxxxxx Mesnel ("Executive") under the The
Standard Products Company 1991 Restricted Plan (the "Plan");
1. The Company hereby awards to Executive up to Twenty-Five Thousand
(25,000) Common Shares, $1.00 par value, of the Company ("Common Shares"),
which may be earned at a rate of up to 5,000 shares per year in the current
fiscal year and each of the four succeeding fiscal years, in all respects
subject to the terms, conditions and provisions of this Agreement and the Plan,
a copy of which is attached to this Agreement and incorporated herein by
reference.
2. Common Shares awarded to Executive hereunder are subject to restriction
and may not be sold, transferred or otherwise assigned until such shares are
earned in accordance with paragraph 3 hereof and have vested in accordance with
paragraph 4 hereof. Notwithstanding the foregoing, however, Common Shares
awarded to Executive hereunder which are earned but non-vested or awarded
Common Shares that remain available to Executive but are unearned shall
immediately vest in Executive upon a Change in Control of the Company (as
defined in the Plan). In the event of Executive's death, all earned but
non-vested Common Shares and one-half of awarded Common Shares that remain
available to Executive but are unearned shall vest in Executive's designated
beneficiary.
3. The number of awarded Common Shares which may be earned with respect to
each fiscal year at a rate of up to 5,000 shares per year in the current fiscal
year and each of the succeeding four fiscal years equals the product of 5,000
multiplied by the ratio of the cash bonus earned by Executive under the
Company's Officers' Bonus Plan over the maximum possible cash bonus which
Executive could have earned under such Plan with respect to each such fiscal
year. No more than 5,000 Common Shares may be earned in any one fiscal year
and no Common Shares may be earned with respect to any fiscal year after the
fiscal year ending June 30, 1999.
4. Common Shares awarded hereunder and earned by Executive in accordance
with paragraph 3 above shall become vested in Executive at the end of the third
fiscal year following the end of the fiscal year with respect to which such
Common Shares are earned.
5. Common Shares awarded hereunder and earned in accordance with paragraph
3 above shall be issued in the name of Executive, and the Company's transfer
agent will show Executive as the owner of record of such Common Shares.
Executive will have all rights of a shareholder with respect to awarded and
earned Common Shares, including the right to vote such shares, subject to the
limitations imposed by this Agreement and the Plan. The certificates
representing awarded and earned Common Shares shall not be delivered to
Executive until such Common Shares become vested. If Executive shall
voluntarily cease to be an employee of the Company prior to vesting of Common
Shares (whether such Common Shares are earned or unearned), Executive shall
forfeit to the Company all Common Shares not then vested in Executive;
provided, that if Executive desires to retire as an active employee of the
Company, the Compensation Committee shall have the authority to waive such
forfeiture under such terms and conditions as said Committee deems appropriate.
In this regard, simultaneously with the issuance of certificates representing
awarded and earned Common Shares, Executive shall execute and deliver stock
powers forfeiting to the Company Common Shares awarded and earned hereunder but
not vested in the event Executive voluntarily ceases to be an employee of the
Company prior to any vesting
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date. Executive acknowledges that Common Shares awarded hereunder shall be
subject to the restrictions and risks of forfeiture contained herein and in
Section 8 of the Plan.
6. Executive hereby agrees that he shall pay to the Company, in cash, any
foreign, United States federal, state or local taxes of any kind required by
law to be withheld with respect to the Common Shares awarded to him hereunder.
If executive does not make such payment to the company, the Company shall have
the right to deduct from any payment of any kind otherwise due to Executive
from the Company (or from any subsidiary of the Company), any federal, state or
local taxes of any kind required by law to be withheld with respect to Common
Shares awarded to Executive under this Agreement.
7. Executive represents that Common Shares awarded hereunder are being
acquired by Executive not with a view toward resale or distribution an
Executive will not sell or otherwise transfer such Common Shares except in
compliance with the Securities Act of 1933 and the rules and regulations
promulgated thereunder. Executive hereby acknowledges that Common Stares
awarded hereunder shall bear legends and statements evidencing such
restrictions and other restrictions contained in Section 8 of the Plan.
THE STANDARD PRODUCTS COMPANY
By /s/ Xxxx X. Xxxxxxxxx
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Title Vice President Human Resources
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Date 8/22/1995
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Executive acknowledges receipt of the Plan, a copy of which is attached
hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby agrees that Common Shares granted under this Agreement are
subject to all terms and provisions of this Agreement. Executive hereby agrees
to accept as binding, conclusive and firm all decisions and interpretations of
the Compensation Committee of the Board of Directors of the Company.
EXECUTIVE
/s/ Xxxxxx Mesnel
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Date , 1995
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