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Exhibit 10.27
RESTRICTED STOCK GRANT AGREEMENT
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This RESTRICTED STOCK GRANT AGREEMENT is entered into effective March
4, 1996 ("Date of Grant") by and between SEALY CORPORATION, a Delaware
corporation, (the "Company") and XXX X. XXXXX (the "Employee"), for the purpose
of subjecting 60,000 shares of the common stock of the Company and any
distributions thereon (the "Stock") granted to the Employee as a Restricted
Stock Grant subject to certain forfeiture provisions contained herein.
W I T N E S S E T H:
WHEREAS, to provide an incentive to the Employee to use Employee's best
efforts to increase the value of the Company, the Employee has been granted the
Stock subject to the forfeiture provisions contained herein; and
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
Section 1. VESTING AND FORFEITURE. Fifteen thousand (15,000) of the
shares of Stock shall vest on each anniversary of the Date of Grant. If at a
time any shares of Stock are not vested (I) the employment of Employee by the
Company and its subsidiaries is terminated by reason of the death or permanent
disability of Employee or the Employee's resignation (unless such resignation is
forced by the Company) or (ii) any transfer of Stock shall be made in violation
of this Agreement, or the stockholder agreement dated March 4, 1996 between the
Company and the Employee (the "Stockholder Agreement"), such unvested shares of
Stock may be reacquired by the Company, upon notice to the Employee or any
permitted transferee, at no cost to the Company (with distributions thereon
being valued at their current value, which in the case of cash shall be assumed
to have grown at the compound rate of 8% per year). Such notice of forfeiture
shall be given by the Company no later than 90 days after the date on which the
Company receives actual notice of the occurrence of such event. In the case of
any other termination of employment, all shares shall vest.
Section 2. ADDITIONAL SHARES. In lieu of receiving any dividends
payable on the Stock during 1996, the number of shares of common stock included
in the Stock shall be increased by a number of shares equal to the result of
dividing the amount of the dividends
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by 9.43. Any dividends payable on the Stock after 1996 shall be distributed to
the Employee.
Section 3. PROHIBITED TRANSFERS. Any sale, hypothecation, encumbrance
or other transfer other than transfer by death of any of the shares of Stock
which are subject to forfeiture is prohibited unless the same shall have been
consented to in advance in writing by the Company (which consent may be withheld
in the sole discretion of the Company) or permitted by the Stockholder
Agreement. After vesting, shares of stock will continue to be subject to the
provisions of the Stockholder Agreement.
Section 4. LEGENDS. Each instrument representing unvested Stock shall
be endorsed with the following legend and with any other legends required by law
or the Stockholder Agreement:
THE SALE OR TRANSFER OF SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE, WHETHER VOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO
THE RESTRICTIONS ON TRANSFER AND FORFEITURE CONDITIONS (WHICH INCLUDE
THE SATISFACTION OF CERTAIN EMPLOYMENT SERVICE REQUIREMENTS) SET FORTH
IN A RESTRICTED STOCK GRANT AGREEMENT. A COPY OF SUCH AGREEMENT MAY BE
INSPECTED AT THE OFFICE OF THE SECRETARY OF THE CORPORATION.
Section 5. WITHHOLDING TAXES. As a condition to the grant or the
vesting of the Stock acquired hereunder, the Grantee shall make such
arrangements as the Company may require for the satisfaction of any Federal,
state or local withholding tax obligations that may arise in connection with
such grant or vesting.
Section 6. PARTIES IN INTEREST. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their respective heirs,
executors, administrators, successors, assigns and personal representatives.
Section 7. SPECIFIC PERFORMANCE. In the event of a breach of this
Agreement by any party hereto, any other party hereto shall be entitled to
secure specific performance of this Agreement in any court of competent
jurisdiction.
Section 8. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
Section 9. NOTICES, ETC. All notices and other communications required
or permitted hereunder will be in writing and will be mailed by first-class
mail, postage prepaid, addressed (a) if to Company at
Sealy Corporation
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0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn.: Chairman of the Board of Directors
or at such other address as Company will have furnished to Employee in writing,
or (b) if to Employee at
or at such other address as Employee will have furnished to Company in writing
in accordance with this Section.
All notices and other communications to be given hereunder shall be
given in writing. Except as otherwise specifically provided herein, all notices
and other communications hereunder shall be deemed to have been given if
personally delivered to the party being served, or two business days after
mailing thereof by registered mail, return receipt requested, postage prepaid,
to the requisite address set forth above (until notice of change thereof is
served in the manner provided in this Section).
Section 10. NO RIGHT TO EMPLOYMENT. Nothing in this Agreement or in
the act of granting the Stock to Employee shall give the Employee any rights to
continue to be employed by the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Company:
SEALY CORPORATION
a Delaware corporation
By _______________________________
Its_______________________________
Employee:
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