EXHIBIT 10.6.3
FORM OF
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT (the "Agreement") dated this ______ day of
________, 1996 providing for the granting of certain shares of restricted stock
by GGS Holdings, Inc., a Delaware corporation (the "Corporation"), to
_____________, a non-employee director of the Corporation or of a subsidiary of
the Corporation (the "Grantee").
As of ________ ___, 1996, the Corporation has duly adopted the GGS
Holdings, Inc. Management Stock Incentive Plan (the "Plan"), which is
incorporated herein by reference. Unless otherwise expressly stated, all defined
terms herein shall have the same meanings ascribed to them in the Plan. In
accordance with Section 12 of the Plan, the Grantee is to be granted restricted
stock under the Plan representing shares of nonvoting common stock, par value
$.01 per share (the "Nonvoting Shares"), of the Corporation.
1. Number of Shares. The Corporation hereby irrevocably grants to the
Grantee ______ Nonvoting Shares (the "Restricted Stock") on the terms and
subject to the conditions set forth herein and in the Plan.
2. Vesting; Forfeiture. (a) This Agreement shall terminate upon the
earliest of (i) the date that is ten (10) years from the date hereof (the "Date
of Grant"), (ii) the date
upon which all Restricted Stock granted pursuant hereto becomes completely
vested and (iii) the date upon which the Restricted Stock (or any portion
thereof) is forfeited pursuant to Section 3 hereof. Upon the termination of this
Agreement, any Restricted Stock which has not yet vested shall be forfeited,
and all rights of the Grantee with respect to such Restricted Stock hereunder
and in connection with such Restricted Stock under the Plan shall cease.
(b) Subject to prior termination thereof, one-fifth of the Restricted Stock
granted pursuant hereto shall vest on the Date of Grant and one-fifth of the
Restricted Stock granted pursuant hereto shall vest on each of the first through
fourth annual anniversaries of the Date of Grant.
(c) Upon the consummation of an Extraordinary Transaction (as defined
below) and upon the death of the Grantee, such portion, if any, of the
Restricted Stock that has not vested shall become fully vested.
(d) For purposes of this Agreement, an "Extraordinary Transaction" means an
event as a result of which Stonington Partners, Inc. and its subsidiaries and
affiliates ("Permitted Holders") cease to be the beneficial owners of at least
50% of the common equity of the Corporation on a fully diluted basis, or any
other event as a result of which: (i) the Tag-Along Rights (as defined and set
forth in the Stockholders'
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Agreement) are triggered; (ii) the Corporation consolidates, enters into a plan
of reorganization with, or merges with or into another corporation or conveys,
transfers or leases all or substantially all of its assets to any person, or
any corporation consolidates with or merges with or into the Corporation, in any
such event pursuant to a transaction in which the outstanding voting common
stock of the Corporation is changed into or exchanged for cash, securities or
other property, other than any such transaction where (A) the outstanding voting
common stock of the Corporation is changed into or exchanged for, in whole or in
part, voting stock of the surviving corporation which is not redeemable capital
stock and (B) the holders of the voting common stock of the Corporation
immediately prior to such transaction own, directly or indirectly, not less
than 50% of the voting stock of the surviving corporation immediately after such
transaction; (iii) at any time, a majority of the members of the Board of
Directors of the Corporation then in office does not consist of (A) individuals
who two years prior to such date were members of the Board of Directors of the
Corporation, (B) new directors whose election to such Board of Directors or
whose nomination for election by the shareholders of the Corporation was
approved by a vote of 66-2/3% of the directors then still in office who were
either directors at the beginning of such two-year period or whose election or
nomination for election was previously ap proved by directors elected or
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nominated in accordance with this clause (B) and (C) such other directors as
have been nominated or approved by the Permitted Holders; or (iv) the
Corporation is liquidated, dissolved, wound-up or adopts a plan of liquidation.
3. Forfeiture Upon Termination of Service. Except in circumstances and to
the extent specified the Plan or the Stockholders' Agreement, Restricted Stock
which has not yet vested shall be forfeited immediately upon the Grantee's
ceasing to be a full-time employee of, a director of or a consultant to the
Corporation or any of its subsidiaries for any reason; provided that, if the
Grantee ceases to be a full-time employee of, a director of or a consultant to
the Corporation or any of its subsidiaries due to the Grantee's death,
Restricted Stock which has not yet vested shall immediately vest upon the
Grantee's death and shall not be forfeited.
4. Non-Transferability of Restricted Stock. Except in accordance with the
terms of the Stockholders Agreement, the Restricted Stock and this Agreement (i)
may not be assigned, transferred, pledged or hypothecated in any way, (ii) shall
not be assignable by operation of law and (iii) shall not be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Restricted Stock contrary to
the provisions hereof shall be null and void and without effect.
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5. Section 83(b) Election. As a condition to receiving the Restricted
Stock, the Grantee shall, within 30 days after the date hereof, make the
election permitted by Section 83(b) of the Code with respect to the Restricted
Stock, and any comparable election under state or local tax law, and the
Corporation shall assist the Grantee in the completion and timely filing of such
elections.
6. Specific Restrictions Upon Nonvoting Shares. The Grantee hereby agrees
with the Corporation as follows:
(a) the Grantee shall acquire the Nonvoting Shares represented by the
Restricted Stock for investment purposes only and not with a view to resale or
other distribution thereof to the public in violation of the Securities Act of
1933, as amended (the "Securities Act"), and shall not dispose of any Nonvoting
Shares in any transaction which, in the opinion of counsel to the Corporation,
may violate the Securities Act, or the rules and regulations thereunder, or any
applicable state securities, or "blue sky," laws;
(b) if any Nonvoting Shares shall be registered under the Securities Act,
no public offering (otherwise than on a national securities exchange, as defined
in the Exchange Act) of any Nonvoting Shares shall be made by the Grantee (or
any other person) under such circumstances that he or she (or such
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other person) may be deemed an underwriter, as defined in the Securities Act;
and
(c) the Corporation shall have the authority to endorse upon the
certificate or certificates representing the Nonvoting Shares such legends
referring to the foregoing restrictions or any other applicable restrictions, as
the Corporation may deem appropriate, including those resulting from the fact
that the Grantee is a party to the Stockholders' Agreement.
7. Termination of Service. The employment, consultancy or directorship of
the Grantee shall not be deemed to have terminated if the Grantee is absent from
such employment, consultancy or directorship by reason of an approved leave of
absence (in accordance with the applicable policy of the Corporation or the
applicable subsidiary) or is transferred to and becomes an employee, consultant
or director of a subsidiary of the Corporation or the Corporation, and, in the
case of a consultant, the expiration of a consulting arrangement without the
prior termination thereof shall not be deemed a termination of such arrangement
(or cessation of being a consultant) for purposes of this Agreement. If a
subsidiary of the Corporation ceases to be such a subsidiary, the employment,
consultancy or directorship, as applicable, of each employee, consultant and
director of such subsidiary who is not an employee, consultant
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or director of the Corporation or of another (remaining) subsidiary of the
Corporation immediately thereafter shall be deemed to have ceased on the date
such subsidiary ceases to be a subsidiary of the Corporation unless proper
provision is made for the conversion of such Grantee's Nonvoting Shares into
shares of capital stock of the surviving or acquiring company on terms which are
intended to preserve substantially the economic value thereof.
8. Time. Time is of the essence for this Agreement.
9. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their heirs, successors and permitted assigns.
10. THE GRANTEE HEREBY REPRESENTS, WARRANTS AND ACKNOWLEDGES TO THE
CORPORATION THAT THE GRANTEE IS A DIRECTOR OF THE CORPORATION OR A SUBSIDIARY OF
THE CORPORATION AND THAT THE GRANTEE WAS NOT AND IS NOT BEING INDUCED TO ENTER
INTO THIS AGREEMENT BY AN EXPECTATION OF DIRECTORSHIP OR CONTINUED DIRECTORSHIP.
11. Notices. Any notice required or permitted under this Agreement shall be
deemed given when delivered personally, or when deposited in a United States
Post Office as registered mail, postage prepaid, addressed, as appropriate, to
the
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Grantee at his or her address set forth below or such other address as he or she
may designate in writing to the Corporation, or to the Corporation, c/o
Stonington Partners, Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxxx X. Xxxxxx or such other address(es) as the Corporation
may designate in writing to the Grantee.
12. Failure to Enforce Not a Waiver. The failure of the Corporation to
enforce at any time any provision of this Agreement shall in no way be construed
to be a waiver of such provision or of any other provision hereof.
13. Governing Law. This Agreement shall be governed by and construed
according to the laws of the State of Delaware, without regard to principles of
conflict of laws.
14. Provisions of Plan. The Restricted Stock provided for herein is granted
pursuant to the Plan, and said Restricted Stock and this Agreement are in all
respects governed by the Plan and subject to all of the terms and provisions
thereof, whether such terms and provisions are incorporated in this Agreement
solely by reference or are expressly cited herein. In the event of any
inconsistency between this Agreement and the Plan, the terms of the Plan shall
govern to the extent of such inconsistency. For greater certainty, without
limiting the generality of the foregoing, the Grantee agrees to be bound by any
amendments to the Plan or this Agreement made
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by the Compensation Committee of the Board of Directors of the Corporation or
the Board of Directors of the Corporation in accordance with the provisions of
the Plan to conform the Plan or this Agreement to the rules and regulations of
any appropriate regulatory authority or any national securities exchange on
which the Corporation proposes to list or lists any of its shares. From and
after the date, if any, on which any shares of the Corporation are listed on any
national securities exchange and/or subject to the rules and regulations of any
applicable regulatory authority, the terms and conditions of this Agreement and
the implementation thereof shall be subject to the rules and regulations of such
exchange and/or regulatory authority, as the case may be, and, in the event of
any inconsistency between the terms and conditions of this Agreement and the
rules and regulations of any such exchange and/or regulatory authority, as the
case may be, the rules and regulations of such exchange and/or regulatory
authority, as the case may be, shall prevail.
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IN WITNESS WHEREOF, the Corporation has executed this Agreement in
duplicate on the day and year first above written.
GGS HOLDINGS, INC.
By:_____________________________________
Name:
Title:
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement.
________________________________________
[name]
________________________________________
________________________________________
ADDRESS
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