SANDERS MORRIS HARRIS GROUP INC.
Exhibit
10.04
XXXXXXX
XXXXXX XXXXXX GROUP INC.
THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”)
is made
and entered into by and between Xxxxxxx Xxxxxx Xxxxxx Group Inc. (the
“Company”)
and
---, employee of the Company or a Subsidiary thereof (“Grantee”)
effective as of the grant date(s) shown in the attached Appendix to this
Agreement (the “Appendix”),
pursuant to the Company’s Capital Incentive Program (the “Program”).
The
Program was adopted by the Compensation Committee pursuant to authority granted
to it under the Company’s 1998 Incentive Plan, as amended (the “Plan”), each of
the Program and Plan is incorporated herein by reference in its entirety.
Capitalized terms not otherwise defined in this Agreement shall have the meaning
given to such terms in the Program and the Plan.
WHEREAS,
the Company desires to grant to Grantee a number of restricted shares of the
Company's common stock, par value $.01 per share (the “Common
Stock”),
subject to the terms and conditions of this Agreement and the Program, with
a
view to increasing Grantee's interest in the Company's welfare and growth;
and
WHEREAS,
Grantee desires to receive shares of the Common Stock subject to the terms
and
conditions of this Agreement;
NOW,
THEREFORE, in consideration of the premises, mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending
to be
legally bound hereby, agree as follows:
1. Grant
of Common Stock.
Subject
to the restrictions, forfeiture provisions and other terms and conditions set
forth herein (a) the Company hereby grants to Grantee the number of shares
of
Common Stock (“Restricted
Shares”)
as set
out in the Appendix hereto, and (b) Grantee shall have and may exercise rights
and privileges of ownership of such Restricted Shares, including, without
limitation, the voting rights of such shares and the right to receive dividends
declared in respect thereof, subject to the terms and conditions of the
Program.
2. Transfer
Restrictions.
Grantee
shall not sell, assign, transfer, exchange, pledge, encumber, gift, devise,
hypothecate or otherwise dispose of (collectively, “Transfer”)
any
Restricted Shares. These transfer restrictions shall lapse in accordance with
the Vesting Schedule set out in the Appendix, provided that Grantee remains
an
Employee through the Vesting Date except as may otherwise be provided in the
Program.
3. Forfeiture.
(a) Termination
of Employment.
If
Grantee's Employment is terminated, then Grantee’s vested interest, if any, in
the Restricted Shares shall be determined pursuant to the terms and conditions
of the Program.
(b) Forfeited
Shares.
Any
Shares forfeited hereunder shall automatically revert to the Company and become
canceled. Any certificate(s) representing Restricted Shares which include
forfeited shares shall only represent that number of Restricted Shares which
have not been forfeited hereunder. Upon the Company's request, Grantee agrees
for himself and any other holder(s) to tender to the Company any certificate(s)
representing Restricted Shares which include forfeited shares for a new
certificate representing the unforfeited number of Restricted
Shares.
4. Issuance
of Certificate.
(a) The
Restricted Shares may not be Transferred until they become vested. Further,
the
vested and unrestricted shares may not be sold or otherwise disposed of in
any
manner which would constitute a violation of any applicable federal or state
securities laws in the opinion of counsel satisfactory to the Company. The
Company shall cause to be issued a stock certificate, registered in the name
of
the Grantee, evidencing the Restricted Shares upon receipt of a stock power
duly
endorsed in blank with respect to such shares. Each such stock certificate
shall
bear the legend as set forth in the Program. Such legend shall not be removed
from the certificate evidencing Restricted Shares until such time as the
restrictions thereon have lapsed.
(b) The
certificate issued pursuant to this Section
4,
together with the stock powers relating to the Restricted Shares evidenced
by
such certificate, shall be held by the Company. The Company may issue to the
Grantee a receipt evidencing the certificates held by it which are registered
in
the name of the Grantee.
5. Miscellaneous.
(a) Certain
Transfers Void.
Any
purported transfer of Restricted Shares in breach of any provision of this
Agreement, the Program or the Plan shall be void and ineffectual, and shall
not
operate to transfer any interest or title in the purported
transferee.
(b) No
Fractional Shares.
All
provisions of this Agreement concern whole shares of Common Stock. If the
application of any provision hereunder would yield a fractional share, the
value
of such fractional share shall be paid to the Grantee in cash.
(c) Not
an Employment Agreement.
This
Agreement is not an employment agreement, and no provision of this Agreement
shall be construed or interpreted to create any right to continued employment
with the Company or any Subsidiary.
(d) Notices.
Any
notice, instruction, authorization, request or demand required hereunder shall
be in writing, and shall be delivered either by personal in-hand delivery,
by
telecopy or similar facsimile means, by certified or registered mail, return
receipt requested, or by courier or delivery service, addressed to the Company
at the address indicated beneath its signature on the execution page of this
Agreement, and to Grantee at his address indicated on the Company's stock
records, or at such other address and number as a party shall have previously
designated by written notice given to the other party in the manner herein
set
forth. Notices shall be deemed given when received, if sent by facsimile means
(confirmation of such receipt by confirmed facsimile transmission being deemed
receipt of communications sent by facsimile means), and when delivered and
receipted for (or upon the date of attempted delivery where delivery is
refused), if hand-delivered, sent by express courier or delivery service, or
sent by certified or registered mail, return receipt requested.
(e) Amendment
and Waiver.
This
Agreement may be amended, modified or superseded only by written instrument
executed by the Company and Grantee. Any waiver of the terms or conditions
hereof shall be made only by a written instrument executed and delivered by
the
party waiving compliance. Any amendment or waiver agreed to by the Company
shall
be effective only if executed and delivered by a duly authorized executive
officer of the Company other than Grantee. The failure of any party at any
time
or times to require performance of any provisions hereof shall in no manner
effect the right to enforce the same. No waiver by any party of any term or
condition in this Agreement, or breach thereof, in one or more instances shall
be deemed a continuing waiver of any such condition or breach, a waiver of
any
other condition, or the breach of any other term or condition.
(f) Independent
Legal and Tax Advice.
The
Grantee is strongly advised to obtain independent legal and tax advice regarding
this grant of Restricted Shares and the disposition of such shares, including,
without limitation, the election available under Section 83(b) of the Internal
Revenue Code.
(f) Governing
Law and Severability.
This
Agreement shall be governed by the internal laws, and not the laws of conflict,
of the State of Texas. The invalidity of any provision of this Agreement
shall not affect any other provision of this Agreement which shall remain in
full force and effect.
(g) Successors
and Assigns.
Subject
to the limitations which this Agreement imposes upon transferability of
Restricted Shares, this Agreement shall bind, be enforceable by and inure to
the
benefit of the Company and its successors and assigns, and Grantee, and, upon
his death, on his estate and beneficiaries thereof (whether by will or the
laws
of descent and distribution).
[Signature
page follows.]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first above written.
|
COMPANY:
XXXXXXX
XXXXXX XXXXXX GROUP INC.
By:
Name:
Title:
Address: Xxxxxxx
Xxxxxx Xxxxxx Group Inc.
Telecopy
No.: (___) ____-______
Attention:
GRANTEE:
Signature Printed Name |
APPENDIX
TO
Grantee’s
Name: Name
Vesting
Schedule:
|
Annual
Anniversary
|
Vested
% of the Shares Subject
|
|
|
of
the Grant Date
|
to
the Restricted Stock Award
|
|
|
First
|
50%
|
|
|
Second
|
75%
|
|
|
Third
|
100%
|
|
|
Number
of
|
||
|
Grant
Date:
|
Restricted
Shares Granted
|
|
|
____________________________
|
||
|
____________________________
|
Note:
All
vesting is subject to the terms and conditions of the Program.
