XXXXXXXX'X INTERNATIONAL, INC.
AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
(stock ownership guidelines)
(Officer Participants in the Executive Retirement Plan)
This Restricted Stock Award Agreement (the "Agreement") is made this (DATE)
with (NAME) (the "Grantee") and evidences the grant by Xxxxxxxx'x International,
Inc. (the "Company") of a Restricted Stock Award (the "Award") to the Grantee on
the date hereof (the "Grant Date") under the Xxxxxxxx'x International, Inc.
Amended and Restated 1995 Equity Incentive Plan (the "Plan"), in accordance with
the Company's Stock Ownership Guidelines. By executing this Agreement, the
Grantee agrees to be bound in accordance with the provisions of the Plan.
Defined terms used but not defined herein shall have the same meaning as used in
the Plan.
1. Shares Awarded and Restrictions on Shares. The Grantee is hereby awarded
(NUMBER OF SHARES) shares of the Company's common stock, $.01 par value (the
"Restricted Shares"), which are subject to forfeiture and to the restriction
on the rights of sale and transfer set forth in this document and further
subject to the terms and conditions of the Plan, the provisions of which are
hereby incorporated in this document by reference.
2. Sale or Transfer Restrictions. Except as set forth in Paragraph 6 below, all
Restricted Shares shall be held by the Grantee without the rights of sale or
transfer, and subject to forfeiture as provided in Paragraph 3 below;
provided, however, that such restrictions shall lapse as of (VEST) so long
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as on such date the Grantee owns shares of common stock equal to or greater
than the amounts required to be held by him/her as set forth in the
Company's Stock Ownership Guidelines and is employed by the Company as of
such date(s).
3. Employment and Stock Ownership Requirements. Except as provided in Paragraph
6 below, in the event the Grantee's employment with the Company or any of
its Affiliates terminates prior to the date(s) specified in Paragraph 2,
above, any portion of the Restricted Shares which remains restricted will be
forfeited by the Grantee and become the property of the Company. For
purposes of this document, an authorized leave of absence (authorized by the
Company to the Grantee in writing) shall not be deemed a termination of
employment hereunder. In addition, except as provided in Paragraph 6 below,
if on the date(s) specified in Paragraph 2, above, the Grantee does not own
shares of common stock equal to or greater than the amounts required to be
held by him/her as set forth in the Company's Stock Ownership Guidelines,
the Restricted Shares will be forfeited by the Grantee and become the
property of the Company.
4. Issuance of Restricted Shares. Restricted Shares will be issued in the name
of the Grantee and shall be held in escrow by the Company in accordance with
the terms of the Plan. When the prohibited sale and transfer restrictions
lapse under Paragraph 2, above, with respect to all or a portion of the
Restricted Shares, provided the Restricted Shares have not been forfeited
under Paragraph 3, above, the Company shall deliver to the Grantee the stock
certificate for the Restricted Shares or such portion thereof. The Company
is not acting as a fiduciary and has no obligations other than as set forth
in the Plan and this Award. The Company may cancel the Restricted Shares if
forfeited hereunder and the Grantee shall deliver herewith any instrument
requested by the Company to effect such cancellation.
5. Voting and Other Rights of Restricted Shares. Upon the issuance of the
Restricted Shares, the Grantee shall have all of the rights of a stockholder
of the Company, including the right to receive dividends and to vote the
Restricted Shares until the date as of which such shares may have been
forfeited to the Company as provided in Paragraph 3 above. Notwithstanding
the foregoing, in the event of any stock dividend, stock split, division of
shares or other corporate structure change which results in the issuance of
additional shares with respect to Restricted Shares prior to the date as of
which the certificate for such Restricted Shares is to be delivered to the
Grantee, such shares shall be held by the Company and shall become
Restricted Shares.
6. Acceleration of Release of Restrictions.
(a) The forfeiture and prohibited sale and transfer restrictions on the
Restricted Shares shall immediately lapse on the earliest of the
following:
(i) The Grantee's date of death; or
(ii) The Disability of the Grantee.
(b) Upon Retirement of the Grantee, the effect on the Restricted Shares
shall be as set forth in the terms of the Company's Executive
Retirement Plan. "Retirement" shall mean the satisfaction of all
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conditions necessary for the Grantee to become entitled to receive
benefits under the Company's Executive Retirement Plan.
7. Taxes. The Grantee will be solely responsible for any federal, state or
local income taxes imposed in connection with the granting of the Restricted
Shares or the delivery of such shares pursuant thereto, and the Grantee
authorizes the Company or any Affiliate to make any withholding for taxes
which the Company or any Affiliate deems necessary or proper in connection
therewith. Upon recognition of income by the Grantee with respect to the
Award hereunder, the Company shall withhold taxes pursuant to Section 13 of
the Plan. The Grantee may elect to satisfy any tax withholding obligation of
the Company by having a portion of the Restricted Shares otherwise
deliverable withheld in accordance with Section 13 of the Plan. In the event
the Grantee has not made appropriate elections or otherwise followed the
procedures required by the Company for satisfaction of the tax withholding
obligation, the Company shall withhold Restricted Shares in accordance with
Section 13 of the Plan.
8. Changes in Circumstances. It is expressly understood and agreed that the
Grantee assumes all risks incident to any change hereafter in the applicable
laws or regulations or incident to any change in the market value of the
Restricted Shares after the date hereof.
9. No Conflict. In the event of a conflict between this Award and the Plan, the
provisions of the Plan shall govern.
10. Governing Law. This award shall be governed under the laws of the State of
Kansas.
11. Change of Control. The effect of a Change in Control shall be as set forth
in either the Change in Control and Noncompete Agreement entered into
between Grantee and Company, or, in the event Grantee has not entered into a
Change in Control and Noncompete Agreement, the Grantee's employment
agreement with the Company. In the event the Grantee has not entered into
either a Change in Control and Noncompete Agreement or an employment
agreement with the Company (or Grantee has entered into an agreement but
such agreement does not address the effect of a Change in Control on this
Agreement), the effect of a Change in Control shall be as set forth in the
Plan.
XXXXXXXX'X INTERNATIONAL, INC.
_____________________________________________
By: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
ACKNOWLEDGMENT
The undersigned Grantee acknowledges that he or she understands and agrees
to be bound by each of the terms and conditions of this Award.
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_____________________________________________
Name
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