AWARD AGREEMENT
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This Agreement is entered into as of this ________day of ________,
______ by and between Xxxxxx Products, Inc. ("Xxxxxx") and ____________
("Participant").
WHEREAS, the Compensation Committee of the Board of Directors of Xxxxxx
(the "Committee") has selected Participant to receive an award under the
Long-Term Capital Accumulation Plan of Xxxxxx (the "Plan"); and
WHEREAS, Participant wishes to accept that award, subject to the terms
and conditions of the Plan and this Agreement;
NOW, THEREFORE, Xxxxxx and Participant hereby agree as follows:
1. The award evidenced by this Agreement (the "Award") consists of
__________ (________) Shareholder Value Appreciation Rights ("SVARs") with an
effective date of __________. This Agreement supersedes and replaces all
previous oral or written communications between Xxxxxx and Participant about any
award to Participant under the Plan.
2. All aspects of the SVARs evidenced by this Agreement (including but
not limited to vesting, valuation, payment and possible forfeiture) shall be
governed by this Agreement and by the Plan, a copy of which has been provided to
Participant and is hereby acknowledged by Participant, and the terms and
conditions of which are incorporated into this Agreement by reference.
3. Without limiting the scope of Section 2, above, Participant
acknowledges that:
(a) No payment shall be made with respect to the SVARs constituting
the Award unless and until the material terms of the Plan have been approved by
a majority vote of the shareholders of Xxxxxx;
(b) As a condition to retaining the SVARs constituting the Award,
Participant shall be required to enter into an employment agreement with Xxxxxx
including confidentiality and other restrictive covenants, as described in
Section 14 of the Plan;
(c) Any amount that would otherwise be payable to Participant or
his/her beneficiaries with respect to the SVARs constituting the Award shall be
subject to reduction in accordance with Section 13 of the Plan as a result of
the special excise tax rules described in Section 13 of the Plan; and
(d) The Committee may amend or terminate any or all of the
provisions of the Plan and any or all of the provisions this Agreement in
accordance with Section 24 of the Plan.
IN WITNESS WHEREOF, Participant and Xxxxxx have executed this Agreement
as of the date set forth above.
XXXXXX PRODUCTS, INC.
By:
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Participant
