RESTRICTED STOCK GRANT AGREEMENT
Exhibit
99.2
THIS
RESTRICTED STOCK GRANT AGREEMENT is dated as of __________, 2005 (the "Grant
Date") between STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the
"Company"), and _________________ ("Recipient").
RECITALS
A. The
Company has adopted the STRATTEC SECURITY CORPORATION Stock Incentive Plan,
as
amended and restated as of October 4, 2005 (the "Plan"), to provide eligible
participants with the opportunity to obtain a proprietary interest, or otherwise
increase their proprietary interest, in the Company. Capitalized terms not
defined herein shall have the meanings assigned such terms in the
Plan.
B. In
Connection with Recipient's provision of services to and for the benefit
of the
Company, the Company has agreed to issue certain shares of its common stock,
par
value $0.01 per share (the "Common Stock"), to Recipient pursuant to the
terms
and conditions of the Plan.
C. As
a
condition to the issuance of the Common Stock to Recipient, the Company and
Recipient desire to impose certain restrictions on the shares of Common Stock
granted pursuant to the terms of this Agreement.
AGREEMENTS
In
consideration of the recitals and the mutual agreements which follow, the
Company and Recipient agree as follows:
1. Grant
of Restricted Shares.
The
Company hereby grants and issues _____ shares of the Common Stock (the
"Restricted Shares") to Recipient, in accordance with this Agreement and
the
Plan. Promptly following the execution and delivery of this Agreement by
Recipient, the Company shall cause a certificate for the Restricted Shares
to be
delivered to Recipient containing the legend set forth in Section 7
below.
2. Vesting
and Forfeiture of Restricted Shares.
(a) General
Vesting.
Subject
to the forfeiture provisions of section 2(b) and the accelerated vesting
provisions of section 2(c), all of the Restricted Shares shall vest on the
third
anniversary date of the Grant Date (as such date may be modified by application
of section 2(c), the "Vesting Date"). All Restricted Shares which shall have
vested are referred to herein as "Vested Shares." All Restricted Shares which
are not vested are referred to herein as "Unvested Shares." Upon vesting,
the
Restricted Shares shall no longer be subject to forfeiture pursuant to section
2(b) of this Agreement.
(b) Forfeiture
Rights.
The
Unvested Shares shall immediately be forfeited to the Company if, prior to
the
Vesting Date, the Recipient's employment with the Company terminates for
any
reason, other than as described in section 2(c)(ii) below. Upon any forfeiture
of the Restricted Shares pursuant to this section 2(b), Recipient
shall
have no rights as a holder of such Restricted Shares and such Restricted
Shares
shall be deemed transferred to the Company, and the Company shall be deemed
the
owner and holder of such shares.
(c) Special
Vesting.
(i) Change
in Control.
All
Restricted Shares not otherwise vested shall automatically and immediately
vest
immediately prior to the effective date of a Change in Control. Immediately
following a Change in Control, this Agreement shall terminate and cease to
be
outstanding, unless assumed by the successor entity (or parent thereof) in
connection with the Change in Control.
(ii) Termination
as a Result of Death, Disability or Retirement.
Notwithstanding anything herein to the contrary, if Recipient's employment
with
the Company terminates (i) as a result of Recipient's death, (ii) because
Recipient suffers a Disability or (iii) voluntarily by Recipient upon
Retirement, then in each such case the Restricted Shares shall be deemed
fully
vested and shall become Vested Shares.
(iii) Preservation
of Rights.
This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure
or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part
of its business or assets.
2
3. Shareholder
Rights.
Regardless of whether the Restricted Shares are considered Unvested Shares
under
the terms of this Agreement, Recipient shall have all the rights of a
shareholder (including voting and dividend rights) with respect to the
Restricted Shares.
4. Restrictions
on Transfer.
Recipient shall not sell, assign, transfer, pledge, encumber or dispose of
all
or any of his or her Restricted Shares, either voluntarily or by operation
of
law, at any time prior to the Vesting Date. Any attempted transfer of any
Restricted Shares in violation of this Section 4 shall be invalid
and of no
effect.
5. Taxes.
(a) The
Company's obligation to deliver the Restricted Shares to Recipient shall
be
subject to the satisfaction of all applicable federal, state and local income
and employment tax withholding requirements ("Withholding Taxes"). Recipient
has
reviewed with Recipient's own tax advisors the federal, state and local tax
consequences of this investment and the transactions contemplated by this
Agreement. Recipient is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. Recipient
understands that Recipient (and not the Company) shall be responsible for
Recipient's own tax liability that may arise as a result of the transactions
contemplated by this Agreement.
(b) RECIPIENT
ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED THAT RECIPIENT MUST DECIDE
WHETHER
OR NOT TO MAKE AN ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE
OF
1986, AS AMENDED, WITH RESPECT TO THE RESTRICTED SHARES AND THAT RECIPIENT
IS
SOLELY RESPONSIBLE FOR MAKING OR NOT MAKING A TIMELY SECTION 83(b) ELECTION
(AND
OBTAINING TAX ADVICE CONCERNING WHETHER AND HOW TO MAKE SUCH ELECTION).
Recipient hereby agrees to deliver to the Company a signed copy of any document
he or she may execute and file with the Internal Revenue Service evidencing
a
section 83(b) Election, and to deliver such copy to the Company prior
to,
or promptly upon, such filing, accompanied by a cash payment in the amount
the
Company anticipates is required to fulfill the Withholding Taxes.
3
(c) Recipient
agrees to promptly make a cash payment to the Company of any Withholding
Taxes
to the Company when due. Recipient further agrees that the Company may withhold
from Recipient's wages or other remuneration the appropriate amount of
Withholding Taxes (to the extent not covered by Recipient's cash payment
to the
Company). Recipient further agrees that, if the Company does not withhold
an
amount from Recipient's wages or other remuneration sufficient to satisfy
the
withholding obligation of the Company, Recipient will make reimbursement
on
demand, in cash, for the amount underwithheld.
6. Adjustments
for Stock Splits, Stock Dividends, Etc.
If from
time to time during the term of this Agreement there is any stock split-up,
stock dividend, stock distribution or other reclassification of the Common
Stock, any and all new, substituted or additional securities to which Recipient
is entitled by reason of his or her ownership of the Restricted Shares shall
be
immediately subject to the forfeiture and other provisions of this Agreement
in
the same manner and to the same extent as the Restricted Shares. If the
Restricted Shares are converted into or exchanged for, or shareholders of
the
Company receive by reason of any distribution in total or partial liquidation,
securities of another corporation, or other property (including cash), pursuant
to any merger of the Company or acquisition of its assets, then the rights
of
the Company under this Agreement shall inure to the benefit of the Company's
successor and this Agreement shall apply to the securities or other property
received upon such conversion, exchange or distribution in the same manner
and
to the same extent as the Restricted Shares.
7. Legends.
The
share certificate evidencing the Restricted Shares issued hereunder shall
be
endorsed with the following legend (in addition to any legend required under
applicable federal or state securities laws) and the Company may issue
stop-transfer instructions with its transfer agent in connection with such
legend:
"THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE STRATTEC
SECURITY CORPORATION STOCK INCENTIVE PLAN. COPIES OF SUCH PLAN AND AGREEMENT
ARE
ON FILE AT THE OFFICES OF STRATTEC SECURITY CORPORATION, 0000 XXXX
XXXX
XXXX XXXX, XXXXXXXX, XXXXXXXXX 00000-0000."
The
legend set forth above shall be removed from the certificates evidencing
the
Restricted Shares upon the Vesting Date unless such Restricted Shares have
been
forfeited prior to the Vesting Date pursuant to Section 3
above.
4
8. Miscellaneous.
(a) Severability;
Binding Effect; Successors and Assigns.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable
to
the extent permitted by law. The provisions of this Agreement shall inure
to the
benefit of, and be binding upon, the Company and its successors and assigns
and
Recipient and his or her legal representatives, heirs, legatees, distributes,
assigns and transferees.
(b) No
Rights To Continued Service.
Nothing
in this Agreement shall confer upon Recipient any right to continue in the
employment of the Company for any period of time or interfere with or restrict
in any way the rights of the Company or Recipient to terminate the employment
of
Recipient at any time for any reason whatsoever, with or without
cause.
(c) Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties, and supersedes
all prior agreements and understandings, relating to the subject matter of
this
Agreement.
(d) Amendment.
This
Agreement may be amended or modified only by a written instrument executed
by
both the Company and Recipient.
(e) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Wisconsin, without giving effect to any choice of law or conflict
of
law provision or rule that would cause the application of the law of any
jurisdiction other than the State of Wisconsin.
(f) Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed
to be
an original, but all of which together shall constitute one and the same
instrument.
[Remainder
of page intentionally left blank. Signature page to follow.]
5
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
__________________________________
Recipient's
Signature
__________________________________
Print
Name of Recipient
STRATTEC
SECURITY CORPORATION
BY_______________________________
Its_____________________________
6
