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EXHIBIT 10.2.3
IRT PROPERTY COMPANY
RESTRICTED STOCK AWARD AGREEMENT
IRT Property Company (the "Company") hereby grants to Xxxx X. Xxxxxx
(the "Executive") 23,952 shares of the Company's $1.00 par value common stock
("Common Stock") set forth herein ("Restricted Stock") pursuant to the IRT
Property Company 1998 Long Term Incentive Plan, and the Executive hereby accepts
such grant upon such terms and conditions. Capitalized terms used but not
defined herein shall have the meanings specified in the Plan.
RESTRICTED STOCK GRANT
Number of shares of Restricted Stock granted: 23,952
Date of Grant: June 18, 1998
Vesting Date(s) of Restricted Stock: 2,395 (10% of the total
shares of Restricted Stock
granted hereby shall vest
on January 31 of each year
commencing 1999, with the
balance vesting on January
31, 2008)
Restrictions applicable to Restricted Stock:
(a) The Executive must remain in the continuous employ of the
Company or a Subsidiary of the Company until the respective vesting dates shown
above (the "Restricted Period"). For example, if on January 31, 1999 the
Executive has since the grant date been in the continuous employ of the Company
or an affiliate that is consolidated with the Company in the Company's
consolidated financial statements, 2,395 shares will vest and no longer be
subject to forfeiture. The foregoing notwithstanding, all shares of Restricted
Stock held at death or Disability shall immediately vest upon the death or
Disability of the Executive, or upon any action of the Board of Directors or the
Compensation Committee to vest such shares earlier than the scheduled vesting
date. For purposes hereof, "Disability" shall mean the absence of the Executive
from the Executive's duties with the Company on a full-time basis for 180
consecutive days as a result of incapacity due to mental or physical illness
which is determined to be total and permanent by a physician selected by the
Company or its insurers and acceptable to the Executive or the Executive's legal
representative.
(b) The shares of Common Stock will be issued in the name of the
Executive as Restricted Stock and the certificates representing such shares will
be held by the Company during the Restricted Period until vested and until
released from any pledge of such shares of Common Stock of the Company.
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(c) The Executive, as beneficial owner of the Restricted Shares,
shall have full voting and dividend rights with respect to the Restricted Shares
during the Restricted Period.
(d) Certificates representing shares of Restricted Stock shall
bear the following legend:
THE SHARES ARE SUBJECT TO A RESTRICTED STOCK AWARD AGREEMENT DATED AS
OF JUNE 18, 1998 (THE "AWARD AGREEMENT"), AND NO SHARES OR ANY RIGHTS
OR INTERESTS THEREIN MAY BE SOLD, TRANSFERRED OR DISPOSED OF EXCEPT IN
ACCORDANCE WITH THE AWARD AGREEMENT.
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The following additional terms shall apply to this Restricted Stock
Agreement:
1. TAX WITHHOLDING. Prior to the delivery of any certificate or
certificates for shares acquired upon the vesting of Restricted Stock hereunder,
the Executive must satisfy federal, state and local withholding tax obligations
by either (a) delivering to the Company shares of Common Stock, or (b) directing
the Company to withhold certain of such shares, or (c) remitting to the Company
a sufficient amount of cash to satisfy the withholding requirements. No election
to satisfy withholding under (a) or (b) shall be effective unless approved by
the Board of Directors of the Company, in its sole discretion. If withholding is
to be satisfied under either (a) or (b), the Common Stock used for payment shall
have a fair market value (as determined by the Board) on the date of delivery or
withholding, which shall be the date the withholding tax is determined, equal to
the amount of the taxes to be withheld. Any election by the Executive to satisfy
withholding under (a) or (b) must be made in writing, signed by the Executive
and delivered by the Executive prior to the date the amount of the withholding
tax is determined, and shall be irrevocable. The portion of any withholding tax
represented by a fractional share must be paid in cash.
2. PAYMENT OF WITHHOLDING OBLIGATIONS. Prior to the delivery of
stock certificates to the Executive pursuant to vesting of shares of Restricted
Stock, the Executive shall deliver to the Company her check and/or a stock
certificate registered in the name of the Executive duly assigned to the Company
(with the assignment guaranteed by a bank, trust company, member firm of the New
York Stock Exchange ("NYSE") or other participant in a Signature Guarantee
Medallion Program), or directions for withholding of shares (as applicable)
which the Board of Directors has permitted the Executive to transfer for
satisfying federal and state withholding tax obligations.
3. TRANSFERABILITY. None of the shares of Restricted Stock
granted hereby or any interest therein are transferable or assignable prior to
vesting. The shares of Restricted Stock have not been registered under the 1933
Act, and, even after vesting, unless registered under the Securities Act of
1933, as amended (the "1933 Act"), may not be sold or transferred, nor will any
assignee thereof be recognized as an owner by the Company for any
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purpose, unless a registration statement under the 1933 Act with respect to such
shares shall then be in effect or unless the availability of an exemption from
registration with respect to any proposed disposition or transfer of such shares
is established to the satisfaction of counsel to the Company.
4. DELIVERY OF SHARES. Certificates representing the shares of
Common Stock will be held in pledge by the Company and shall be delivered as
soon as practicable after vesting of the Restricted Stock and any release from
pledge, but such delivery may be postponed for such period as may be required
for the Company with reasonable diligence to comply if deemed advisable by the
Company, with registration requirements under the 1933 Act, listing requirements
under the rules of the NYSE, and requirements under any other law or regulation
applicable to the issuance or transfer of such shares.
5. SUCCESSORS. This Agreement shall be binding upon and inure to
the benefit of any successor of the Company, in accordance with the terms of
this Restricted Stock Award Agreement.
6. MISCELLANEOUS. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia. All shares of
Restricted Stock, and shares of Common Stock resulting after the Restricted
Period from such shares of Restricted Stock are hereby pledged to secure the
Executive's obligations under a Secured Promissory Note and a Pledge Agreement
of even date herewith and all certificates representing all such shares shall be
held by the Company until all of the Executive's obligations under the Secured
Promissory Note and Pledge Agreement have been irrevocably paid in full, or
otherwise in the Company's sole discretion, as and to the extent such shares are
released.
IRT PROPERTY COMPANY
By: /s/ Xxxxxx X. XxXxxxx
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Name: Xxxxxx X. XxXxxxx
Date: June 18, 1998
As of the day and year first above written, I hereby accept the above
Restricted Stock grant in accordance with and subject to the terms and
conditions set forth above, and pledge all such Restricted Stock to the Company,
and I agree that any shares of Common Stock, together with all substitutions and
replacements therefore received by me hereunder will not be sold or otherwise
disposed of by me except in a manner in compliance with applicable securities
laws. I agree to notify the Company at least five business days in advance of
any proposed sale or other disposition of any such shares following the vesting
thereof and as permitted by the Pledge Agreement.
/s/ Xxxx X. Xxxxxx
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Executive
Date: June 18, 1998
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