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Exhibit 10(s)
RESTRICTED STOCK AWARD AGREEMENT
This is an Agreement dated as of _____________ (the "Grant Date")
between Springs Industries, Inc., a South Carolina corporation, ("Springs") and
_________________ (the "Participant").
BACKGROUND:
The Participant is currently serving as ________________ of Springs. Springs
currently has in effect the Springs' 1999 Incentive Stock Plan (the "Plan")
which provides for the grant of Restricted Stock Awards of shares of Class A
Common Stock, $.25 par value, of Springs (the "Common Stock") subject to certain
restrictions as an incentive for valued employees of Springs and its
subsidiaries. Springs desires to grant a Restricted Stock Award to the
Participant pursuant to the Plan.
AGREEMENT:
Pursuant to the Plan the parties hereto do hereby agree as follows:
1. Springs hereby grants to the Participant a Restricted Stock Award of
_________ (_______) shares of Common Stock (the "Shares") subject to
the terms of the Plan and this Agreement.
2. The Shares are subject to the following restrictions:
a. None of the Shares may be sold, assigned, transferred,
exchanged, pledged, hypothecated, or otherwise encumbered by
the Participant until these restrictions have expired with
respect to such Shares as provided in paragraph 3 below.
Participant's rights in connection with this Award may be
exercised during Participant's lifetime only by Participant or
by Participant's legal representative or guardian.
b. If at any time the Participant's full-time, active employment
with Springs terminates prior to the expiration of these
restrictions pursuant to paragraph 3 as to any of the Shares
for any reason that does not cause these restrictions to
expire as provided in paragraph 3, such Shares shall
immediately be forfeited to Springs, and the Participant shall
have no further rights with respect thereto.
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3. The restrictions contained in paragraph 2 with respect to any of the
Shares that have not been previously forfeited as provided herein shall
expire on the earliest to occur of any of the following:
a. Upon termination of the Participant's employment with Springs
by reason of death or Total and Permanent Disability as such
term is defined in paragraph 10 below, or
b. Upon the continued full-time, active employment of Participant
with Springs through __________, the restrictions with respect
to ____ of the Shares shall expire, or
c. Upon the continuous full-time, active employment of
Participant with Springs through __________, the restrictions
with respect to the balance of the Shares shall expire, or
d. Upon receipt by the Participant of written notice from the
Management Compensation and Organization Committee of the
Board of Directors of Springs (the "Compensation Committee")
that the restrictions have been terminated.
4. For purposes of this Agreement, the Participant's full-time, active
employment by Springs shall be deemed to terminate upon the first day
on which he is no longer employed on a full-time, active basis with
Springs or a subsidiary of Springs. A termination of full-time, active
employment shall not be deemed to occur by reason of a transfer of
Participant between Springs and a subsidiary of Springs or between two
subsidiaries of Springs or if Participant is on a leave of absence from
Springs or a subsidiary of Springs which has been approved by Springs'
chief human resources officer.
5. Whenever Participant is entitled to a distribution of Common Stock as a
result of the termination of restrictions with respect to any Shares,
Springs shall have the right to require Participant to remit to Springs
or a subsidiary of Springs an amount sufficient to satisfy any federal,
state, and local withholding tax requirements. Participant may elect
with respect to a distribution of Common Stock to surrender or
authorize Springs to withhold shares of Common Stock (valued at fair
market value on the date of surrender or withholding of the Common
Stock) in satisfaction of such withholding requirements (the "Stock
Surrender Withholding Election") in accordance with the terms and
conditions of the Plan.
6. The Participant agrees to endorse one or more stock powers for the
Shares and agrees that a legend reflecting the restrictions contained
in this Agreement shall be placed on any certificate for the Shares
subject to such restrictions as required by the Plan.
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7. The Participant shall be entitled to receive any dividends paid with
respect to any Shares which have not been forfeited; provided, however,
that no dividends shall be payable to or for the benefit of the
Participant with respect to record dates occurring prior to the Grant
Date, or with respect to record dates occurring on or after the date,
if any, on which the Participant has forfeited the Shares. The
Participant shall be entitled to vote any Shares which have not been
forfeited to the same extent as would have been applicable to the
Participant if the Participant was then vested in the Shares; provided,
however, that the Participant shall not be entitled to vote the Shares
with respect to record dates for such voting rights arising prior to
the Grant Date, or with respect to record dates occurring on or after
the date, if any, on which the Participant has forfeited the Shares.
8. All certificates issued for the Shares shall be registered in
Participant's name and shall be held by the Secretary of Springs so
long as the restrictions set forth in paragraph 2 have not expired.
Upon the expiration of such restrictions, the certificates for such
amount of the Shares as to which the restrictions have expired, net of
the number of Shares withheld to satisfy mandatory tax withholding
requirements, shall be delivered to the Participant. If this Agreement
requires forfeiture of any of the Shares to Springs, the Secretary
shall take appropriate action to cancel the certificates for the
forfeited Shares and restore the forfeited Shares to authorized but
unissued shares of Common Stock.
9. The Plan is incorporated into and made a part of this Agreement, and
this Agreement is subject to the terms of the Plan. Capitalized terms,
unless otherwise defined herein, shall have the same meaning as defined
in the Plan.
10. "Total and Permanent Disability" means a physical or mental condition
of Participant resulting from bodily injury, disease, or mental
disorder which renders Participant incapable of continuing his usual
and customary employment with Springs and its subsidiaries. The
disability of Participant shall be determined by a licensed physician
chosen by Springs.
11. This Agreement shall not be deemed to confer upon Participant any right
with respect to continued employment with Springs or any subsidiary of
Springs or affect the right of Springs or any of its subsidiaries to
terminate such employment at any time.
12. This Agreement shall be governed and construed in accordance with the
laws of the State of South Carolina.
13. All notices and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the date of
delivery, if delivered personally, or when received, if mailed to the
party to whom notice is to be given
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by certified mail, return receipt requested, postage prepaid, to the
following address or any other address specified by notice duly given:
To Participant as follows:
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To Springs as follows:
Springs Industries, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Corporate Secretary
SPRINGS INDUSTRIES, INC.
By:
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Title:
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PARTICIPANT
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(Name)
Date: ____________________
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