EXHIBIT 10.25
FORM OF AGREEMENT
PGT, INC.
2006 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (the "Agreement"), dated
as of ___________, 20__ (the "Grant Date"), is made by and between PGT, Inc., a
Delaware corporation (the "Company"), and [___________] (the "Grantee").
WHEREAS, the Company has adopted the PGT, Inc. 2006 Equity Incentive
Plan (the "Plan"), pursuant to which the Company may grant awards representing
the right to receive shares of Stock or cash after the lapse of such forfeiture
restrictions as may be determined by the Board (such rights hereinafter referred
to as "Restricted Stock Units");
WHEREAS, the Company desires to grant to the Grantee the number of
Restricted Stock Units provided for herein;
NOW, THEREFORE, in consideration of the recitals and the mutual
agreements herein contained, the parties hereto agree as follows:
Section 1. GRANT OF RESTRICTED STOCK UNIT AWARD
(a) Grant of Restricted Stock Units. The Company hereby grants to the
Grantee [______] Restricted Stock Units on the terms and conditions set forth in
this Agreement and as otherwise provided in the Plan. The Company shall
establish a book account in the Grantee's name with respect to the Award granted
hereby.
(b) Incorporation of Plan. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Plan. The Board shall have final authority
to interpret and construe the Plan and this Agreement and to make any and all
determinations thereunder, and its decision shall be binding and conclusive upon
the Grantee and his/her legal representative in respect of any questions arising
under the Plan or this Agreement.
1
Section 2. TERMS AND CONDITIONS OF AWARD
The grant of Restricted Stock Units provided in Section 1(a) shall be
subject to the following terms, conditions and restrictions:
(a) Restrictions. The Restricted Stock Units and any interest therein, may
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of, except by will or the laws of descent and distribution, prior to the lapse
of restrictions set forth in this Agreement applicable thereto, as set forth in
Section 2(b). The Board may in its discretion, cancel all or any portion of any
outstanding restrictions prior to the expiration of the periods provided under
Section 2(b). The period from the date of grant of a Restricted Stock Unit to
the date it becomes vested and payable shall be referred to herein as the
"Restricted Period."
(b) Lapse of Restrictions. Except as may otherwise be provided herein, the
restrictions on transfer set forth in Section 2(a) shall lapse with respect to
[________ PERCENT (__%)] of the Restricted Stock Units granted hereunder on each
of the [_______] anniversaries of the Grant Date, so long as the Grantee is
employed by or providing services to the Company or an Affiliate as of the
relevant date. [Performance Goals.]
(c) Form of Payment. Unless otherwise determined by the Committee at the
time of payment, each Restricted Stock Unit granted hereunder shall represent
the right to receive [one share of Stock] [an amount in cash equal to the Fair
Market Value of one share of Stock as of the date of vesting] [a combination of
cash and Stock] upon the date on which the restrictions applicable to such
Restricted Stock Unit lapse.
[(d) Dividend Equivalents. Additional Restricted Stock Units shall be
credited to the Grantee's account as of each date (a "Dividend Date") on which
cash dividends and/or special dividends and distributions are paid with respect
to Stock, provided that the record date with respect to such dividend or
distribution occurs within the Restricted Period. The number of Restricted Stock
Units to be credited to the Grantee's account with respect to this Award as of
any Dividend Date shall equal the quotient obtained by dividing (a) the product
of (i) the number of the Restricted Stock Units credited to such account on the
record date for such dividend or distribution and (ii) the per share dividend
(or distribution value) payable on such Dividend Date, by (b) the Fair Market
Value of a share of Stock as of such Dividend Date.]
(e) Issuance of Certificate. In the event that shares of Stock are to be
issued upon any lapse of restrictions relating to the Restricted Stock Units,
the Company shall issue to the
2
Grantee or the Grantee's personal representative a stock certificate
representing such shares of Stock.
(e) Termination of Employment. In the event that the Grantee's employment
with or service to the Company and its subsidiaries is terminated prior to the
lapsing of restrictions with respect to any portion of the Restricted Stock
Units granted hereunder, such portion of the Award shall become free of such
restrictions or be forfeited as follows:(1)
Restricted Stock Units forfeited pursuant to this Section 2(e) shall be
transferred to, and reacquired by, the Company without payment of any
consideration by the Company, and neither the Grantee nor any of the Grantee's
successors, heirs, assigns or personal representatives shall thereafter have any
further rights or interests in such units.
(f) Income Taxes. The Grantee shall pay to the Company promptly upon
request, and in any event at the time the Grantee recognizes taxable income in
respect of the Restricted Stock Units, an amount equal to the taxes the Company
determines it is required to withhold under applicable tax laws with respect to
the Restricted Stock Units. Such payment shall be made in the form of cash,
shares of Stock already owned by the Grantee, shares of Stock otherwise issuable
upon the lapse of restrictions, or in a combination of such methods.
Section 3. MISCELLANEOUS
(a) Notices. Any and all notices, designations, consents, offers,
acceptances and any other communications provided for herein shall be given in
writing and shall be delivered either personally or by registered or certified
mail, postage prepaid, which shall be addressed, in the case of the Company to
the [CORPORATE COUNSEL OF THE COMPANY] at the principal office of the Company
and, in the case of the Grantee, to Grantee's address appearing on the books of
the Company or to the Grantee's residence or to such other address as may be
designated in writing by the Grantee.
(b) No Right to Continued Employment. Nothing in the Plan or in this
Agreement shall confer upon the Grantee any right to continue in the employ or
service of the Company or any subsidiary or shall interfere with or restrict in
any way the right of the Company and its subsidiaries, which is hereby expressly
reserved, to remove, terminate or discharge the Grantee at any time for any
reason whatsoever, with or without Cause.
--------
(1) Typically, all restricted shares are forfeited as of the date of termination
(previously vested shares are already held by the Grantee). Consider whether any
shares should become vested following termination for certain reasons (e.g.,
retirement, death or disability? terminations without cause?).
3
(c) Bound by Plan. By signing this Agreement, the Grantee acknowledges
that he/she has received a copy of the Plan and has had an opportunity to review
the Plan and agrees to be bound by all the terms and provisions of the Plan.
(d) Successors. The terms of this Agreement shall be binding upon and
inure to the benefit of the Company, its successors and assigns, and of the
Grantee and the beneficiaries, executors, administrators, heirs and successors
of the Grantee.
(e) Invalid Provision. The invalidity or unenforceability of any
particular provision thereof shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.
(f) Modifications. No change, modification or waiver of any provision of
this Agreement shall be valid unless the same be in writing and signed by the
parties hereto.
(g) Entire Agreement. This Agreement and the Plan contain the entire
agreement and understanding of the parties hereto with respect to the subject
matter contained herein and therein and supersede all prior communications,
representations and negotiations in respect thereto.
(h) Governing Law. This Agreement and the rights of the Grantee hereunder
shall be construed and determined in accordance with the laws of the State of
Delaware.
(i) Headings. The headings of the Sections hereof are provided for
convenience only and are not to serve as a basis for interpretation or
construction, and shall not constitute a part, of this Agreement.
(j) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4
IN WITNESS WHEREOF, this Agreement has been executed and delivered
by the parties hereto as of the ____ day of ____________, 20__.
PGT, INC.
By: __________________________
Its: ________________________
[GRANTEE]
Signature: ___________________
Printed Name: ________________
Address: _____________________
______________________________
5
