EXHIBIT 10.3
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement") is dated as of May
16, 2003 and is entered into between United Auto Group, Inc., a Delaware
corporation (the "Company"), and ____________ (the "Grantee").
WITNESSETH:
WHEREAS, the Company is granting the Grantee restricted shares of
voting common stock, par value $0.0001 per share (the "Common Stock"), of the
Company, on the terms and conditions set forth herein and in the 2002 United
Auto Group, Inc. Equity Compensation Plan (the "Plan").
NOW, THEREFORE, the parties hereby agree:
1. Defined Terms. Capitalized terms used in this Agreement and not
specifically defined herein shall have the respective meanings ascribed thereto
in the Plan. In the event of any inconsistency between the Agreement and the
Plan, the terms of the Plan shall govern.
2. Authority. The shares of Common Stock issuable to the Participant
pursuant to this Agreement will be issued pursuant to the authority granted
under the Plan (which has been provided to Grantee), and are subject to the
terms and conditions of the Plan, as the same may be amended from time to time.
The interpretation and construction by the Committee of the Plan, this Agreement
and such rules and interpretations as may be adopted by the Committee for the
purpose of administering the Plan shall be final and binding upon the
Participant.
3. Grant of Restricted Stock. The Company hereby grants to Grantee ___
restricted shares of Common Stock (the "Shares"). The Shares will be restricted
by being subject to vesting and non-transferability as hereafter provided in
this Agreement and shall be subject to such limitations on transfer as are
contained in the Plan, the federal and state securities laws applicable to the
Shares or any other limitations on transferability as may be imposed by the
Company.
4. Risk of Forfeiture. The Shares will be subject to a substantial risk
of forfeiture. The Participant must continue in his or her employment as set
forth in the Plan on the vesting date(s) set forth below in order to vest in the
ownership of the Shares. If the Participant's employment with the Company is
terminated for any reason prior to the vesting date(s) as to any Shares, those
Shares shall revert to the Company, except as set forth in the Plan. This
Agreement is not an employment agreement and shall not confer on the Participant
any right to be retained in the employment of Company.
5. Restriction on Transfer. Until the Participant vests in the Shares,
the Shares may not be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered in any manner.
6. Vesting of Shares. Subject to the restrictions set forth herein and
in the Plan, the Shares shall vest as follows:
One-third of the shares shall vest on May 16, 2004; one-third of the
shares shall vest on May 16, 2005; and the remaining one-third of the
shares shall vest on May 16, 2006.
7. Issuance of Certificates. As promptly as practicable after the date
hereof, the Company shall issue a certificate or certificates for the number of
Shares specified herein, or, at its sole option, shall direct the Company's
transfer agent to evidence the issuance hereunder by book-entry registration or
other means in the name of Grantee. If stock certificates are issued in respect
of the Shares, such certificates shall be deposited with the Company or its
designee, together with a stock power endorsed in blank. In any event, a legend
shall be placed upon such securities substantially as follows:
THE SECURITIES REPRESENTED HEREBY ARE ISSUED PURSUANT TO A RESTRICTED
STOCK AGREEMENT, DATED AS OF MAY 16, 2003 (THE "AGREEMENT"), BY AND
BETWEEN UNITED AUTO GROUP, INC. AND THE PERSON IN WHOSE NAME THESE
SECURITIES ARE REGISTERED. THE TERMS AND CONDITIONS OF THE AGREEMENT
SUBJECT THESE SECURITIES TO A SUBSTANTIAL RISK OF FORFEITURE AND TO
RESTRICTIONS ON TRANSFERABILITY.
At the expiration of the restricted period(s) applicable to the Shares, the
Company shall deliver to the Participant or the legal representative of the
Participant's estate stock certificates for such shares. If stock certificates
were previously issued for the shares and a legend has been placed on such
certificates, the Company shall cause such certificates to be reissued without
the legend.
8. Voting. Unless the Committee shall determine otherwise, the
Participant shall be entitled to exercise any voting rights with respect to the
Shares and receive any dividends paid with respect thereto. In the event that
the outstanding securities of any class then comprising the Shares are
increased, decreased or exchanged for or converted into cash, property and/or a
different number or kind of securities, or cash, property and/or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
reclassification, dividend (other than a regular cash dividend) or other
distribution, stock split, reverse stock split or the like, then, unless the
Committee shall determine otherwise, the terms "Common Stock" or "Shares" shall,
from and after the date of such event, include such cash, property and/or
securities so distributed in respect of the
Shares, or into or for which the Shares are so increased, decreased, exchanged
or converted.
Whenever the word "Grantee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the executors, the administrators or personal representatives, the
world "Grantee" shall be deemed to include such person or persons.
9. Taxes.
(i) Section 83(b) Election. The Participant understands that the
taxable income recognized by the Participant as a result of the award of Shares
hereunder, and the withholding liability and required date of withholding with
respect thereto, if any, will be affected by a decision by the Participant to
make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986,
as amended (an "83(b) Election"). The Participant understands and agrees that
the Participant will have the sole responsibility for determining whether to
make an 83(b) Election with respect to the Shares, and for properly making such
election and filing the election with the relevant taxing authorities on a
timely basis. The Participant acknowledges that the Company has urged the
Participant to consult with the Participant's own tax advisor with respect to
the desirability of and procedures for making an 83(b) Election with respect to
the Shares, including when the election should be made. The Participant agrees
to submit to the Company a copy of any 83(b) Election with respect to the Shares
immediately upon filing such election with the relevant taxing authority.
(ii) Withholding. By the execution of this Agreement, the Participant
agrees to pay to the Company the amount of federal, state and local taxes that
the Company is required to withhold and remit to the taxing authorities
applicable to the Participant as a result of the transactions contemplated by
this Agreement (collectively, "Taxes"). The Participant shall pay to the Company
an amount equal to the Taxes the Company is required to withhold and remit as
calculated by the Company in accordance with the rules and regulations of
applicable taxing authorities governing the calculation of such withholding. The
Participant shall make such withholding payment to the Company on the vesting
date(s) or upon the Participant making an 83(b) Election. If the Participant
does not make a Section 83(b) Election, the withholding can be satisfied by
having the Company retain from the Shares Common Stock having a fair market
value equal to the amount of the withholding obligation by completing the
election form attached hereto as Exhibit 1.
If the Participant fails or refuses to make such payment to the Company
on its due date, the Participant hereby authorizes the Company, in addition to
any of its other remedies, to withhold from any other compensation or payments
due by the Company to the Participant an amount sufficient to pay such
withholding plus interest as hereafter provided until such withholding and
interest is paid in full.
10. Notice. Any notice required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered or if sent by
telegram, telex, facsimile transmission or by registered or certified mail,
postage prepaid, with return receipt requested, as follows:
(a) If to the Company:
United Auto Group, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx, Xx.
or to such other address or to the attention of such other person as the Company
shall designate by written notice to the Grantee; and
(b) If to the Grantee:
---------------
United Auto Group, Inc.
Xxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
or to such other address as the Grantee shall designate by written notice to the
company. Any notice given hereunder shall be deemed to have been given at the
time of receipt thereof by the party to whom such notice is given.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
UNITED AUTO GROUP, INC.
By:
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Xxxxxx X. Xxxxxxx, Xx.
Executive Vice President,
Secretary and General Counsel
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Name
Exhibit 1. Withholding Notice
WITHHOLDING ELECTION FOR
RESTRICTED SHARES
INSTRUCTIONS
1. You can use this election form if you would like to have some of your
restricted shares retained by the Company when they vest and used to
satisfy your tax withholding obligations. If you do not file this election
with the Company's Secretary on or before the date your restricted shares
vest, you must pay the Company the amount of your federal, state and local
tax withholding obligation with respect to such restricted shares by cash
or check at the time you recognize income with respect to such restricted
shares, or you must make other arrangements with the Company to satisfy
this obligation.
2. DO NOT FILE THIS FORM IF YOU HAVE MADE AN ELECTION WITH RESPECT TO THE
RESTRICTED SHARES UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE.
3. If you would like to have some of your restricted shares used to satisfy
tax withholding obligations, you should file this Withholding Election on
or before the date your restricted shares vest.
4. You may amend this election at any time by filing a subsequently dated
Withholding Election form with the Company's Secretary. Copies of this form
may be obtained from the Company's Secretary.
5. Please call the Company's Secretary if you have any questions about this
Withholding Election form.
I hereby elect to have United Auto Group, Inc. retain a number of shares of
Common Stock from the award granted to me equal to the number of shares
necessary to satisfy the Company's federal, state and local tax withholding
obligation with respect to the vesting of such restricted shares.
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(Signature)
Name:
Date:
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