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EXHIBIT 10(j)
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[NON-EMPLOYEE DIRECTOR]
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THE XXXXX-XXXXXXX STORES CORP.
EQUITY AND PERFORMANCE INCENTIVE PLAN
Restricted Stock Agreement
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WHEREAS, ________________ (the "Grantee") is a Non-Employee
Director of The Xxxxx- Xxxxxxx Stores Corp. (the "Corporation"); and
WHEREAS, the execution of a restricted stock agreement in the
form hereof (the "Agreement") has been authorized by a resolution of the Board
of Directors (the "Board") of the Corporation duly adopted on ____________,
1997;
NOW, THEREFORE, pursuant to the Corporation's Equity and
Performance Incentive Plan (the "Plan"), the Corporation grants, as of
_________________, 1997 (the "Date of Grant"), to the Grantee shares of the
Corporation's common stock, par value $0.01 per share (the "Stock"), subject to
the terms and conditions of the Plan and the following terms, conditions,
limitations and restrictions:
1. ISSUANCE OF STOCK. The Stock covered by this Agreement will be fully
paid and nonassessable and will be represented by a certificate(s) registered in
the name of the Grantee and bearing a legend referring to the restrictions
hereinafter set forth.
2. RESTRICTIONS ON TRANSFER OF STOCK. The Stock subject to this
Agreement may not be transferred, sold, pledged, exchanged, assigned or
otherwise encumbered or disposed of by the Grantee, except to the Corporation,
until it has become vested in accordance with Section 3; provided, however, that
the Grantee's interest in the Stock covered by this Agreement may be transferred
at any time by will or the laws of descent and distribution. Any purported
transfer, encumbrance or other disposition of the Stock covered by this
Agreement that is in violation of this Section will be null and void, and the
other party to any such purported transaction will not obtain any rights to or
interest in the Stock covered by this Agreement. When and as permitted by the
Plan, the Corporation may waive the restrictions set forth in this Section with
respect to all or any portion of the Stock covered by this Agreement.
3. VESTING OF STOCK. (a) The Stock covered by this Agreement will become
nonforfeitable upon the third anniversary of the Date of Grant, if the Grantee
remains a Non- Employee Director until the third anniversary of the Date of
Grant.
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(b) Notwithstanding the provisions of Subsection (a) of this
Section, all of the Stock covered by this Agreement will become immediately
nonforfeitable in the event of the Grantee's death or disability, or upon the
occurrence of a Change of Ownership that occurs while the Grantee is a
Non-Employee Director of the Corporation.
4. FORFEITURE OF STOCK. Any of the Stock covered by this Agreement that
has not become vested in accordance with Section 3 will be forfeited upon the
termination of the Grantee's service as a Non-Employee Director in circumstances
other than those described in Section 3(b), unless the Committee determines to
provide otherwise. In the event of a forfeiture, the certificates representing
all of the Stock covered by this Agreement that has not become vested in
accordance with Section 3 will be cancelled.
5. DIVIDEND, VOTING AND OTHER RIGHTS. The Grantee will have all of the
rights of a shareholder with respect to the Stock covered by this Agreement for
so long as the Grantee holds such Stock, including the right to vote the Stock
and receive any dividends that may be paid thereon. Any additional Stock that
the Grantee may become entitled to receive pursuant to a share dividend or a
merger or reorganization in which the Corporation is the surviving corporation
or any other change in the capital structure of the Corporation will be subject
to the same restrictions as the Stock covered by this Agreement.
6. RETENTION OF SHARE CERTIFICATE(S) BY CORPORATION. The certificate(s)
representing the Stock covered by this Agreement will be held in custody by the
Corporation, together with a stock power endorsed in blank by the Grantee with
respect thereto, until those shares have become vested in accordance with
Section 3.
7. COMPLIANCE WITH LAW. The Corporation will make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Corporation will not
be obligated to issue any restricted or unrestricted Stock pursuant to this
Agreement if the issuance thereof would result in a violation of any such law.
8. ADJUSTMENTS. The Committee may make any adjustments in the number or
kind of shares of stock or other securities covered by this Agreement that the
Committee, on its discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the Grantee's rights
under this Agreement that otherwise would result from (a) any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Corporation, or (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of rights or warrants to
purchase securities, or (c) any other corporate transaction or event having an
effect similar to any of the foregoing. Moreover, in the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for any or all of the Grantee's rights under this Agreement such
alternative consideration as it, in good faith, may determine to be equitable
under the circumstances and may require in connection therewith the surrender of
all grants so replaced.
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9. WITHHOLDING. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any issuance
of restricted or unrestricted Stock or other securities pursuant to this
Agreement, and the amounts available to the Corporation for such withholding are
insufficient, it will be a condition to the receipt of such Stock that the
Grantee make arrangements satisfactory to the Corporation for payment of the
balance of such taxes required to be withheld. If necessary, the Committee may
require relinquishment of a portion of such Stock.
10. NOTICES. Any notice necessary under this Agreement must be addressed
to the Corporation or the Committee at the principal executive office of the
Corporation and to the Grantee at the address appearing in the personnel records
of the Corporation or a Subsidiary for such Grantee, or to either party at such
other address as either party may designate in writing to the other. Any such
notice will be deemed effective upon receipt thereof by the addressee.
11. AGREEMENT SUBJECT TO THE PLAN. The Stock granted under this
Agreement and all of the terms and conditions hereof are subject to all of the
terms and conditions of the Plan. In the event of any inconsistency between this
Agreement and the Plan, the terms of the Plan will govern.
12. AMENDMENTS. Any amendment to the Plan will be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights of
the Grantee under this Agreement without the Grantee's consent.
13. SEVERABILITY. In the event that one or more of the provisions of
this Agreement is invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated will be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof will continue
to be valid and fully enforceable.
14. DEFINITIONS. All terms used herein with initial capital letters have
the meanings assigned to them in the Plan or in this Agreement.
15. GOVERNING LAW. This Agreement will be construed and governed in
accordance with the laws of the State of Ohio.
This Agreement is executed on __________________, _____.
THE XXXXX-XXXXXXX STORES CORP.
By:
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The undersigned Grantee hereby acknowledges receipt of an
executed original of this Restricted Stock Agreement and accepts the right to
receive the Stock subject to the terms and conditions of the Plan and the terms
and conditions hereinabove set forth.
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Grantee
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