XXXX XXX CORPORATION
RESTRICTED SHARE AGREEMENT
1. THIS AGREEMENT made this 29th day of April, 1998 (the "Award Date"), by
and between Xxxx Xxx Corporation, a Maryland corporation (the
"Corporation") and Xxxxx Xxxxxxx (the "Participant") is evidence of an
award made under the 1995 Long-Term Incentive Stock Plan (the "Stock
Plan") which is incorporated into this Agreement by reference. A copy
of the plan has been provided to the Participant. This agreement will
form an integral part of the employment-agreement of Xxxxx Xxxxxxx with
the Corporation, entered into as of January 1, 1996.
2. RESTRICTED SHARE UNIT AWARD. Subject to the continued employment of the
Participant with the Corporation until April 29, 2003, the Corporation
hereby awards to the Participant as of the Award Date 50,000 restricted
share units (the "Share Units"). These Share Units will remain
restricted until April 29, 2003. While the restrictions are in effect,
the Share Units are not transferable by the Participant by means of
sale, assignment, exchange, pledge, or otherwise.
3. SHARE UNITS. This award will be registered in the name of the
Participant on the Corporation's books as of the Award Date until the
Share Units are vested (i.e., the restrictions lapse). As such time as
the Share Units vest, if ever, the Share Units will be converted into
shares of common stock of the Corporation (the "Shares") on a
one-for-one basis. Until the Share Units vest, the Participant will not
be entitled to any rights of a shareholder.
4. DIVIDEND UNITS. Beginning on the Award Date, Dividend Units (in an
amount equal to dividends paid on Shares) will be accrued on the books
of the
Corporation at the same time that actual dividends are paid to owners of
Shares. Interest will accrue in arrears and will be credited on the
books of the Corporation at the same rate used under the Corporation's
deferred compensation plans. Dividend Units and the interest thereon
will be paid in cash when the Share Units vest, unless otherwise
deferred pursuant to Section 8 of this Agreement.
5. COSTS AND EXPENSES. Any costs and/or expenses for the account of the
Participant before April 29, 2003 will be born by the Corporation and
will be repaid by the Participant to the Corporation if and when the
vesting of the Share Units occurs. If and to the extent the Participant
has to pay taxes before vesting of the Share Units, the Corporation will
grant an interest free loan to the Participant to be repaid by the
Participant to the Corporation if and when the vesting of the Share
Units occurs or which loan will be cancelled or waived in case no such
vesting will occur.
6. DISTRIBUTION OF THE AWARD. Upon vesting, all Share Units will be
converted into Shares with Dividend Units, and interest accrued thereon
paid to the Participant in cash as soon as practicable, unless otherwise
deferred pursuant to Section 8 of this Agreement.
7. TAXES. Tax withholding is required when the Share Units vest and
applies to the Share Units, Dividend Units and accrued interest. The
tax liability at the time of vesting will be settled by withholding a
number of Shares with a market value not less than the amount of such
taxes. A certificate for the net number of Shares will be delivered to
the Participant as soon as practicable after vesting occurs.
8. ELECTION TO DEFER DISTRIBUTION. The Participant may elect to defer the
distribution of some or all of the Share Units, Dividend Units and
interest. Such election must be received in writing by the Corporation's
Senior Vice President of Human Resources no later than April 29, 2003.
The deferral, if elected, will result in the transfer of the Share Units
and corresponding Dividend Units and interest into the Corporation's
deferred compensation plan in effect at the time the restrictions lapse
on this award. The deferred compensation plan rules will govern the
administration of this award beginning on the date the Share Units vest.
9. DEATH OR TOTAL DISABILITY. The restrictions will lapse on a pro-rata
number of the Share Units in the event of the Participant's death or
total disability before the restrictions on the Share Units have lapsed.
If applicable, the Share Units and related Dividend Units and interest
will then be released as soon as practicable, subject to Section 7 of
this Agreement.
10. OTHER END OF EMPLOYMENT PROVISIONS. In the event the Participant
resigns or is terminated for cause before the restrictions on the Share
Units have lapsed, the Share Units, Dividend Units and interest accrued
thereon will be forfeited. In the case of ordinary termination by the
Corporation, including termination by the Corporation or resignation by
the Participant for reason of Change or Control the Share Units,
Dividend Units and interest accrued thereon will be awarded on a pro
rata basis.
11. CHANGE OF CONTROL. Either in contemplation of or in the event that the
Corporation undergoes a Change of Control (as defined in the SLC 1995
Long-
Term Incentive Stock Plan) or is not the surviving corporation in a
merger or consolidation with another corporation, the Compensation and
Employee Benefits Committee of the Corporation (the "Committee") may
provide for appropriate adjustments taking into account Participant's
best interests.
12. INTERPRETATIONS. Any dispute, disagreement or question which arises
under, or as a result of, or in any way relates to the interpretation,
construction or application of the Stock Plan will be determined and
resolved by the Committee. In case of ultimate disagreement, despite
best efforts of both parties, arbitration may be initiated by either
party. Nothing in the Stock Plan or this Agreement will confer on the
Participant any right to continue in the employ of the Corporation or in
any way affect the Corporation's right to terminate the Participant's
employment without prior notice at any time for any reason.
