EXHIBIT 10.24
XXXXXXXXX INTERNATIONAL INC.
DEFERRED STOCK UNIT AGREEMENT
THIS AGREEMENT is made as of November 16, 2003 (the "Grant Date") between
XXXXXXXXX INTERNATIONAL INC., a Delaware corporation (the "Company"), and XXXXXX
X. PARIS (the "Participant").
WITNESSETH:
WHEREAS, on January 16, 2004, the Executive Committee of the Board of
Directors of the Company has adopted the recommendation of the Compensation
Committee of the Board of Directors with respect to the compensation to be paid
to the Participant for his service as the interim President and Chief Executive
Officer of the Company, including, among other terms, the issuance to
Participant of certain deferred stock units; and
WHEREAS, in so acting, the Executive Committee of the Board of Directors
acted as the "Committee" for purposes of the Company's 1999 Stock Incentive Plan
("Plan"), and therefore the deferred stock units to be issued to Participant
hereunder are issued pursuant to Section 8.01 of the Plan;
NOW THEREFORE, in consideration of these premises, the parties hereto
agree as follows:
1. Grant. The Company hereby grants to the Participant Sixty Eight Thousand,
Four Hundred Ninety Four (68,494) "Deferred Stock Units." Each Deferred Stock
Unit is fully vested and nonforfeitable. The Company further agrees to grant to
the Participant an additional Sixty Eight Thousand, Four Hundred Ninety Four
(68,494) Deferred Stock Units on each anniversary of this Agreement, provided
that Participant is then employed by the Company as its President and Chief
Executive Officer.
2. Settlement of Deferred Stock Units; Deferral.
(a) Upon settlement of the Deferred Stock Units, the Company shall
transfer to the Participant one share of Common Stock for each Deferred
Stock Unit held by Participant on the date of settlement. Deferred Stock
Units shall be settled automatically and without further action by
Participant or the Company upon the earliest to occur of the following:
(i) The Participant's resignation from the Company or the
termination of his employment by the company for any reason
whatsoever;
(ii) The date falling one business day before the date of any
Change of Control. As used herein, the term "Change of Control"
shall mean the following: (i) any Person (as that term is defined in
Section 2(2) of the Securities Act of 1933 and Section 13(d) of the
Securities Exchange Act of 1934, as amended from time to time)
acquires or otherwise becomes the owner of voting stock of the
Company
which, together with all other voting stock of the Company then
owned or controlled by such Person, represents fifty percent (50%)
or more of the then issued and outstanding voting stock of the
Company, or (ii) the composition of the Company's Board of Directors
is comprised of individuals who are neither incumbent members nor
nominated or appointed by a majority of such incumbent members or
their nominees; or
(iii) The Participant's death.
(b) Notwithstanding Section 2(a)(i), the Participant may defer the
receipt of shares otherwise payable on the settlement date to the earlier
of a future date certain or the events specified in Sections 2(a)(ii) and
2(a)(iii) hereof. Such election to defer by the Participant must be made
in accordance with the rules and procedures established by the Committee,
and shall be made by delivery to the Company of a written notice of
deferral.
3. Tax Withholding. This Agreement is subject to all applicable Federal,
state and local withholding taxes. The Participant may pay such withholding
taxes in cash, in shares of Common Stock having a market value equal to the
amount of such taxes, by having the Company withhold shares of Common Stock
otherwise transferable to the Participant, or in any combination thereof. To the
extent provided by the Committee, the Market Value of shares of Common Stock
withheld, or shares that have been held by the Participant less than six months
that are tendered in payment of withholding, cannot exceed the minimum tax
withholding required by law. No shares of Common Stock shall be transferred to
the Participant hereunder until such time as all applicable withholding taxes
have been satisfied.
4. Rights Not Conferred. Nothing in this Agreement shall confer upon the
Participant any right with respect to continued employment by the Company or any
affiliate or interfere in any way with the right of the Company to terminate the
employment of the Participant at any time. The Participant shall have none of
the rights of a stockholder with respect to the Deferred Stock Units until such
time as the shares of Common Stock are delivered to the Participant in
settlement thereof.
5. Agreement Not Assignable. This Agreement and the Deferred Stock Units
awarded hereunder are not transferable or assignable by the Participant;
provided that no provision herein shall prevent the designation of a Beneficiary
for the Deferred Stock Units in the event of the Participant's death.
6. Adjustments. If and to the extent that the number of outstanding shares of
Common Stock shall be increased or reduced in the event of a reorganization,
recapitalization, stock split, stock dividend, combination or exchange of
shares, merger, consolidation, or any other change in the corporate structure of
the Company, the number and kinds of shares subject to the Deferred Stock Units
awarded hereunder shall be proportionately adjusted by the Committee, whose
determination shall be conclusive.
7. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware.
8. Binding Effect. This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
/s/ Xxxxxx X. Paris
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Xxxxxx X. Xxxxx
XXXXXXXXX INTERNATIONAL INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: VP
