THE RESTRICTED SHARES AWARDED UNDER THIS RESTRICTED STOCK AWARD AGREEMENT ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE UNTIL VESTED. RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.2
Restricted
Stock Agreement
Fair
value per share on
Grant
Date
-- $23.07
ARE
SUBJECT TO A SUBSTANTIAL
RISK OF FORFEITURE UNTIL VESTED.
LMI
AEROSPACE,
INC.
TO: Xxxx
X. Xxxxx
For
the purposes set forth in
the LMI Aerospace, Inc. ("Company") 2005 Long-Term Incentive Plan, as the
same
may be amended from time to time (the "Plan"), you have been awarded by the
Committee Twenty One Thousand Six Hundred Seventy-Three (21,673) shares
of the common stock of
the Company, $0.02 par value per share (the "Restricted Shares"), which award
(the "Award") is subject to and conditioned upon your acceptance of this
Restricted Stock Award Agreement (the "Agreement").
The
terms
of the Award are as set forth in this Agreement and in the Plan. The Plan
is
incorporated into this Agreement by reference, which means that this Agreement
is limited by and subject to the express terms and provisions of the Plan.
In
the event of a conflict between the terms of this Agreement and the terms
of the
Plan, the terms of the Plan shall control. Capitalized terms that are not
defined in this Agreement have the meanings given to them in the Plan. The
more
salient terms of the Award are summarized as follows:
1. Grant
Date: July
31,
2007
2. Number
of Restricted
Shares Subject to this Award: 21,673
3. Restricted
Period. Restricted
Shares
awarded hereunder shall vest based upon the following
schedule:
|
Anniversary
|
Percentage
of
Restricted
Shares for
which
restrictions
will
lapse
|
Aggregate
Percentage of
Restricted
Shares for which
restrictions
shall have lapsed
|
|
First
Anniversary
|
6.67%
|
6.67%
|
|
Second
Anniversary
|
13.34%
|
20.01%
|
|
Third
Anniversary
|
20.01%
|
40.02%
|
|
Fourth
Anniversary
|
26.68%
|
66.70%
|
|
Fifth
Anniversary
|
33.30%
|
100.00%
|
provided,
however, that
notwithstanding the foregoing, the "Restricted Period" (as defined below)
shall
earlier lapse and such Restricted Shares shall vest and become unrestricted
upon
your death or Permanent Disability. As used herein, the term "Restricted
Period"
means the first to occur of: (a) your death; (b) your Permanent Disability;
or
(c) the expiration of the aforementioned Restricted Period expiration dates.
During the Restricted Period, the Restricted Shares awarded to you pursuant
to
this Agreement shall not be sold, assigned, transferred or otherwise disposed
of, or mortgaged, pledged or otherwise encumbered except as provided in this
Agreement or in the Plan.
4. Termination. All
Restricted
Shares granted under this Agreement shall terminate upon the termination
of your
status as an Employee of the Company and its Affiliates at any time during
the
Restricted Period for any reason other than your death or Permanent
Disability.
5. Rights
as a
Stockholder. Restricted
Shares, when issued, will be represented by a stock certificate or certificates
registered in your name. If requested by the Company, such certificate shall
bear a legend in substantially the following form:
"The
shares represented by this certificate are subject to the terms and conditions
(including forfeiture and restrictions against transfer) contained in the
LMI
Aerospace, Inc. 2005 Long-Term Incentive Plan. A copy of such Plan is on
file in
the office of LMI Aerospace, Inc."
You
will deposit such
certificates with the Company or its designee, together with stock powers
or
other instruments of assignment, each endorsed in blank, which will permit
transfer to the Company of all or any portion of the Restricted Shares that
shall have been forfeited. The Restricted Shares shall constitute issued
and
outstanding shares of Common Stock for all corporate purposes other than
the
right to receive and retain dividends or other distributions in respect of
such
shares ("Retained Distributions"). You will have the right to vote such
Restricted Shares and to exercise all other rights, powers and privileges
of a
holder of Common Stock with respect to such shares, with the exception that
(i)
you will not be entitled to delivery of the stock certificate or certificates
representing such Restricted Shares until the Restricted Period shall have
expired and unless all other vesting requirements with respect thereto shall
have been fulfilled; (ii) the Company will retain custody of the stock
certificate or certificates representing the Restricted Stock during the
Restricted Period; (iii) the Company will retain custody of all distributions
made or declared in respect of the Restricted Shares (and such Retained
Distributions will be subject to the same restrictions, terms and conditions
as
are applicable to the Restricted Shares until such time, if ever, as the
Restricted Shares with respect to which such Retained Distributions shall
have
been made, paid or declared shall have become vested, and such Retained
Distributions shall not bear interest or be segregated in separate accounts);
(iv) you may not sell, assign, transfer or otherwise dispose of, or mortgage,
pledge, or otherwise encumber any Restricted Shares or any Retained
Distributions during the Restricted Period; and (v) a breach of any
restrictions, terms or conditions provided in the Plan or established by
the
Committee with respect to any Restricted Shares or
Retained
Distributions will cause a forfeiture of such Restricted Shares and any Retained
Distributions with respect
thereto.
6. Termination
of
Restricted Period. Upon
the
termination of the Restricted Period (whether by the expiration or earlier
termination thereof as provided in paragraph 3) with respect to your Restricted
Shares and the satisfaction of any other applicable restrictions, terms and
conditions, all Restricted Shares issued to you and any Retained Distributions
with respect to such Restricted Shares shall become vested and no longer
subject
to forfeiture. The Company shall promptly thereafter issue and deliver to
you
new stock certificates or instruments representing the Restricted Shares
and
other distributions registered in your name or, if deceased or disabled,
your
legatee, personal representative or distributee, which do not contain the
legend
set forth in Section 5 hereof.
7. Beneficiary
Designation. You
may designate a
beneficiary for each outstanding grant of Restricted Shares in the event
of your
death. If no beneficiary is designated or the beneficiary does not survive
you,
the award shall be made to your surviving spouse, or, if there is none, to
your
estate.
8. Section
83(b)
Election.
If
you decide to
file an election with the Internal Revenue Service to include the Fair Market
Value of any of your Restricted Shares awarded hereunder in your gross income
as
of the date of this Award, you shall promptly furnish to the Company a copy
of
such election, together with the amount of any federal, state, local or other
taxes required to be withheld, to enable the Company to claim an income tax
deduction with respect to such election.
9. Taxes.
(a) Generally.
You are ultimately
liable and responsible for all taxes owed in connection with the Award,
regardless of any action the Company or any of its subsidiaries takes with
respect to any tax withholding obligations that arise in connection with
the
Award. Neither the Company nor any of its subsidiaries makes any representation
or undertaking regarding the treatment of any tax withholding in connection
with
the grant or vesting of the Award or the subsequent sale of Shares after
the
Restricted Shares has vested. The Company and its subsidiaries do not commit
and
are under no obligation to structure the Award to reduce or eliminate your
tax
liability.
(b) Payment
of Withholding Taxes.
Unless you have filed a Section 83(b) election, the vesting of Restricted
Shares
will trigger a taxable event. Prior to the occurrence of vesting, you must
arrange for the satisfaction of the minimum amount of such tax, whether federal,
state or local, including any social security tax obligation ("Tax Withholding
Obligation") in a manner acceptable to the Company.
You
may satisfy your Tax
Withholding Obligation by:
(i) delivering
of a certified
check payable to the Company, c/o the Corporate Secretary, at the address
specified in Section 12, or such other address as the Company may from time
to
time direct; or
(ii) electing
in writing to have
the Company retain that number of Shares having a Fair Market Value equal
to the
minimum amount required to be withheld (rounded downward to the nearest whole)
determined on the applicable Vest Date; or
(iii) such
other means as the
Committee may permit;
provided,
however, that if
you do not elect the means by which you will satisfy your Tax Withholding
Obligation within five business days following the date upon which the
Restricted Shares vest, the Company may satisfy this obligation by any means
reasonable, including automatic deduction from your check (s) for
compensation.
10. Registration. The
Company
currently has an effective registration statement on file with the Securities
and Exchange Commission with respect to your Restricted Shares. The Company
intends to maintain this registration but has no obligation to do so. If
the
registration ceases to be effective, you will not be able to transfer or
sell
shares even after the restrictions lapse unless exemptions from registration
under applicable securities laws are available. Such exemptions from
registration are limited and might be unavailable. You agree that any resale
by
you of Shares shall comply in all respects with the requirements of all
applicable securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act, the Exchange Act and the
respective rules and regulations promulgated thereunder) and any other law,
rule
or regulation applicable thereto, as such laws, rules and regulations may
be
amended from time to time. The Company shall not be obligated to either issue
Restricted Shares or permit the resale of any shares following vesting, if
such
issuance or resale would violate any such
requirements.
11. Limitation
on Rights;
No Right to Future Grants. By
entering into
this Agreement and accepting the Award, you acknowledge that: (a) the Plan
is
discretionary and may be modified, suspended or terminated by the Board at
any
time as provided in the Plan; (b) the grant of the Award is a one-time benefit
and does not create any contractual or other right to receive future grants
of
awards or benefits in lieu of awards; (c) all determinations with respect
to any
such future grants, including, but not limited to, the times when awards
will be
granted, the number of shares of Common Stock subject to each award, the
award
price, if any, and the time or times when each award will be settled, will
be at
the sole discretion of the Company; (d) your participation in the Plan is
voluntary; (e) the Award is not part of normal or expected compensation for
any
purpose, including without limitation for calculating any benefits, severance,
resignation, termination, redundancy, end of service payments, bonuses,
long-term service awards, pension or retirement benefits or similar payments;
(f) the future value of the common stock subject to the Award is unknown
and
cannot be predicted with certainty; and (g) neither the Plan, the Award nor
the
issuance of the Restricted Shares confers upon you any right to any relationship
with the Company or any subsidiary other than as expressly provided hereby
or
thereby.
12. Execution
of Award
Agreement. Please
acknowledge your acceptance of the terms and conditions of the Award by signing
the original of this Agreement and returning it to the Corporate Secretary
of
the Company at the principal corporate offices of the Company at 000 Xxxxxxxx
Xxxx Xxxxxxxxx, Xx. Xxxxxxx, Xxxxxxxx 00000. If you do not sign and return
this
Agreement, the Company is not obligated to provide you any benefit hereunder
and
may refuse to issue Restricted Shares to you.
13. Governing
Law. The
validity,
construction, and effect of this Agreement and any rules and regulations
relating to this Agreement, shall be determined in accordance with the internal
laws, and not the law of conflicts, of the State of
Missouri.
14. Rights
and Remedies
Cumulative. All
rights and
remedies of the Company and you enumerated in this Agreement shall be cumulative
and, except as expressly provided otherwise in this Agreement, none shall
exclude any other rights or remedies allowed by law or in equity, and each
of
said rights or remedies may be exercised and enforced
concurrently.
15. 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.
16. Entire
Agreement. This
Agreement
and the Plan constitute the entire agreement between the Company and you
in
respect of the subject matter of this Agreement, and this Agreement supersedes
all prior and contemporaneous agreements between the parties hereto in
connection with the subject matter of this Agreement. No officer, employee
or
other servant or agent of the Company, and no servant or agent of you is
authorized to make any representation, warranty or other promise not contained
in this Agreement. No change, termination or attempted waiver of any of the
provisions of this Agreement shall be binding upon any party hereto unless
contained in a writing signed by the party to be
charged.
17. Successors
and
Assigns. At
the option of
the Company, the rights of the Company under this Agreement may be transferable
to any one or more persons or entities, and all covenants and agreements
hereunder so transferred shall inure to the benefit of, and be enforceable
by,
such transferees.
|
Very
truly
yours,
|
||||
|
LMI
AEROSPACE,
INC.
|
||||
|
By:
|
/s/ Xxxxxxxx X. Xxxxxxxxx | |||
|
Name:
|
Xxxxxxxx
X. Xxxxxxxxx
|
|||
|
Title:
|
Chief
Financial Officer
and Secretary
|
|||
|
Facsimile:
|
(000)
000-0000
|
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ACCEPTANCE
AND
ACKNOWLEDGMENT
I,
a resident of __________________
(state,
or
country if other than U.S.), accept and agree to the terms of the Award described
in this
Agreement and in the Plan, acknowledge receipt of a copy of this Agreement,
the
Plan and the
applicable Plan Summary, and acknowledge that I have read them carefully
and
that I fully understand their contents.
|
Dated:
|
|
|
Taxpayer
I.D.
Number
|
Participant
|
||
|
Address:
|
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|
Facsimile
No.:
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