EXHIBIT 10.01
RESTRICTED STOCK AGREEMENT
XXXXXX INDUSTRIES, INC.
This Restricted Stock Grant ("Restricted Stock Grant") that is effective
the ____ day of ____________, 200__ is between Xxxxxx Industries, Inc. ("NII"),
acting on behalf of Xxxxxx Industries Ltd. ("NIL" or the "Company") and at the
request of a subsidiary of NIL (the "Subsidiary"), and [NAME] ("Grantee"), an
employee of Subsidiary.
Upon the Date of Grant, the fair market value of a share of Common Stock of NIL
was _______.
RECITALS
Under the Xxxxxx Industries Inc., 2003 Employee Stock Plan ("2003 Plan"),
the Compensation Committee of the Board of Directors (the "Committee") has
determined the form of this Restricted Stock Grant and selected the Grantee, an
Eligible Person, to receive this Restricted Stock Grant and the shares of Common
Stock that are subject hereto. The applicable terms of the 2003 Plan are
incorporated in this Restricted Stock Grant by reference, including the
definition of terms contained in the 2003 Plan.
RESTRICTED STOCK GRANT
In accordance with the terms of the 2003 Plan, the Committee has made this
Restricted Stock Grant and concurrently has issued or transferred to the Grantee
shares of Common Stock upon the following terms and conditions:
SECTION 1. Number of Shares. The number of shares of Common Stock awarded
under this Restricted Stock Grant is _______________ (the "Award").
SECTION 2. Rights of the Grantee as Shareholder. The Grantee, as the owner
of the shares of Common Stock issued or transferred pursuant to this Restricted
Stock Grant, is entitled to all the rights of a shareholder of NIL, including
the right to vote, the right to receive dividends payable either in stock or in
cash, and the right to receive shares in any recapitalization of the Company,
subject, however, to the restrictions stated in this Restricted Stock Grant. If
the Grantee receives any additional shares by reason of being the holder of the
shares of Common Stock issued or transferred under this Restricted Stock Grant
or of the additional shares previously distributed to the Grantee, all of the
additional shares shall be subject to the provisions of this Restricted Stock
Grant. Initially, the shares of Common Stock will be held in an account
maintained with the processor under the 2003 Plan (the "Account"). At the
discretion of NIL, NIL may provide the Grantee with a certificate for the
shares, which would bear a legend as described in Section 5.
SECTION 3. Restriction Period. The period of restriction ("Restriction
Period") for the shares of Common Stock issued under this Restricted Stock Grant
shall commence on the Date of Grant and shall expire in three equal annual
installments beginning on the first calendar year anniversary hereof (i.e., the
award will vest one-third per year).
1
SECTION 4. Terms and Conditions. The Award is subject to the following
terms and conditions:
a. Any Award made to Grantee shall be for the benefit of the Grantee, his
heirs, devisees, legatees or assigns at any time. In the event of
termination of employment for any reason, except by NIL or the
Subsidiary for cause or by voluntary resignation by Grantee (in which
case any unvested portion of this Award shall be forfeited), any
unvested portion of this Award shall become immediately vested as of
the date of termination of employment without regard to the
Restriction Period set forth in Section 3 above. The term "for cause"
shall have the same meaning as in Section 1(h) of the Grantee's
employment agreement effective ________________. Notwithstanding
anything to the contrary in any plan, policy, or other document
(including, but not limited to, the Plan), Section 4 of this Agreement
shall exclusively govern the rights of the Grantee with respect to the
Award upon termination of employment.
b. Except as otherwise provided in this Agreement, this Restricted Stock
Grant is subject to, and the Subsidiary and the Grantee agree to be
bound by, all the terms and conditions of the 2003 Plan, as the same
may have been amended from time to time in accordance with its terms.
Pursuant to said 2003 Plan, the Board of Directors of NIL or its
Committee established for such purposes is vested with conclusive
authority to interpret and construe the 2003 Plan and this Agreement,
and is authorized to adopt rules and regulations for carrying out the
2003 Plan.
SECTION 5. Legend on Certificates. Any certificate evidencing ownership of
shares of Common Stock issued or transferred pursuant to this Restricted Stock
Grant that is delivered during the Restriction Period shall bear the following
legend on the back side of the certificate:
These shares have been issued or transferred subject to a Restricted
Stock Grant and are subject to certain restrictions as more
particularly set forth in a Restricted Stock Grant Agreement, a copy of
which is on file with Xxxxxx Corporate Services, Inc.
At the discretion of NIL, NIL may hold the shares of Common Stock issued or
transferred pursuant to this Restricted Stock Grant in an Account as described
in Section 2, otherwise hold them in escrow during the Restriction Period, or
issue a certificate to the Grantee bearing the legend set forth above.
2
SECTION 6. Section 83(b) Election. If the Grantee makes an election
pursuant to Section 83(b) of the Internal Revenue Code, the Grantee shall
promptly (but in no event after thirty (30) days from grant) file a copy of such
election with NIL, and cash payment for taxes shall be made at the time of such
election.
SECTION 7. Withholding Tax. Before NIL removes restrictions on transfer
from the Account or delivers a certificate for shares of Common Stock issued or
transferred pursuant to this Restricted Stock Grant that bears no legend or
otherwise delivering shares free from restriction, the Grantee shall be required
to pay to NIL (or to the Subsidiary, if so designated by NII or NIL) the amount
of federal, state or local taxes, if any, required by law to be withheld
("Withholding Obligation"). Subject to any subsequent Committee determination,
NIL will withhold the number of shares required to satisfy any Withholding
Obligation, and provide to Grantee a net balance of shares ("Net Shares") unless
NIL receives notice not less than five (5) days before any Withholding
Obligation arises that Grantee intends to deliver funds necessary to satisfy the
Withholding Obligation in such manner as NIL may establish or permit.
Notwithstanding any such notice, if Grantee has not delivered funds within
fifteen (15) days of after the Withholding Obligation arises, NIL may elect to
deliver Net Shares.
SECTION 8. Notices and Payments. Any notice to be given by the Grantee
under this Restricted Stock Grant shall be in writing and shall be deemed to
have been given only upon receipt by the Stock Plan Administrator of Xxxxxx
Corporate Services, Inc. at the offices of Xxxxxx Corporate Services, Inc. in
Houston, Texas, or at such address as may be communicated in writing to the
Grantee from time to time. Any notice or communication by NIL, NII, or the
Subsidiary to the Grantee under this Restricted Stock Grant shall be in writing
and shall be deemed to have been given if sent to the Grantee at the address
listed in the records of NIL or at such address as specified in writing to NIL
by the Grantee.
SECTION 9. Waiver. The waiver by NIL of any provision of this Restricted
Stock Grant shall not operate as, or be construed to be, a waiver of the same or
any other provision of this Restricted Stock Grant at any subsequent time for
any other purpose.
SECTION 10. Governing Law & Severability. The Plan and all rights and
obligations thereunder shall be construed in accordance with and governed by the
laws of the State of Delaware. If any provision of this Agreement should be held
invalid, the remainder of this Agreement shall be enforced to the greatest
extent permitted by applicable law, it being the intent of the parties that
invalid or unenforceable provisions are severable.
SECTION 11. Entire Agreement. This Agreement, together with the Plan,
contains the entire agreement between the parties with respect to the subject
matter and supersedes any and all prior understandings, agreements or
correspondence between the parties.
3
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first written above.
XXXXXX INDUSTRIES, INC.
By:-------------------------
GRANTEE
----------------------------
[NAME]
4
