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EXHIBIT 10.1
RESTRICTED STOCK AWARD NOTICE AND AGREEMENT
▇▇▇ ▇▇▇▇▇ FARMS, INC. OPTIONEE: AWARD NUMBER:
ID: ▇▇-▇▇▇▇▇▇▇ PLAN: FIRST AMENDED AND RESTATED
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ INCENTIVE PLAN
ID:
EFFECTIVE _________________, YOU HAVE BEEN GRANTED A RESTRICTED STOCK
AWARD CONSISTING OF _____________ SHARES OF COMMON STOCK, PAR VALUE $0.01
PER SHARE, OF ▇▇▇ ▇▇▇▇▇ FARMS, INC (THE "COMPANY"). YOU WILL NOT RECEIVE
THE COMMON STOCK SUBJECT TO THIS RESTRICTED STOCK AWARD UNLESS AND UNTIL
THE APPLICABLE VESTING CONDITIONS ARE SATISFIED. THESE VESTING CONDITIONS
AND THE OTHER TERMS OF THIS RESTRICTED STOCK AWARD ARE EXPLAINED ON THE
REVERSE SIDE OF THIS DOCUMENT.
▇▇▇ ▇▇▇▇▇ FARMS, INC.
BY:
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DATE:
THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT IS NOT A STOCK CERTIFICATE OR A
NEGOTIABLE INSTRUMENT. THE STOCK SUBJECT TO THIS RESTRICTED STOCK AWARD NOTICE
AND AGREEMENT CANNOT BE TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE ENCUMBERED
UNTIL ALL APPLICABLE VESTING CONDITIONS ARE SATISFIED.
BY YOUR RECEIPT OF THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT, YOU AND THE
COMPANY AGREE THAT THIS RESTRICTED STOCK AWARD IS GRANTED UNDER AND GOVERNED BY
THE TERMS AND CONDITIONS OF THE ▇▇▇ ▇▇▇▇▇ FARMS, INC. FIRST AMENDED AND RESTATED
1998 STOCK OPTION AND INCENTIVE PLAN, INCLUDING THE TERMS AND CONDITIONS SET
FORTH ON THE REVERSE SIDE OF THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT.
SECTION 409A OF THE INTERNAL REVENUE CODE ("SECTION 409A") IMPOSES SUBSTANTIAL
PENALTIES ON PERSONS WHO RECEIVE SOME FORMS OF DEFERRED COMPENSATION. YOUR
RESTRICTED STOCK AWARD HAS BEEN DESIGNED TO AVOID THESE PENALTIES. HOWEVER,
BECAUSE THE INTERNAL REVENUE SERVICE HAS NOT YET ISSUED RULES FULLY DEFINING THE
EFFECT OF SECTION 409A, IT MAY BE NECESSARY TO REVISE YOUR RESTRICTED STOCK
AWARD NOTICE AND AGREEMENT IF YOU ARE TO AVOID THESE PENALTIES. BY ACCEPTING
THIS RESTRICTED STOCK AWARD, YOU AGREE TO ACCEPT THOSE REVISIONS, WITHOUT ANY
FURTHER CONSIDERATION, EVEN IF THOSE REVISIONS CHANGE THE TERMS OF YOUR
RESTRICTED STOCK AWARD AND REDUCE ITS VALUE OR POTENTIAL VALUE.
▇▇▇ ▇▇▇▇▇ FARMS, INC.
FIRST AMENDED AND RESTATED
1998 STOCK OPTION AND INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE AND AGREEMENT
▇▇▇ ▇▇▇▇▇ Farms, Inc. (the "Company") is pleased to inform you that you have
been granted a "Restricted Stock Award." Your Award has been awarded under the
▇▇▇ ▇▇▇▇▇ Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive
Plan (the "Plan"), which, together with this Restricted Stock Award Notice and
Agreement ("Agreement"), sets forth the terms and conditions of this Award and
is incorporated by reference into this Agreement. A prospectus describing the
Plan in more detail has been delivered to you. Copies of the Plan and the
prospectus are also available at our Compensation Department. The Plan and the
prospectus contain important information and we urge you to review them
carefully.
AWARD INFORMATION:
Grantee:
Grant Date:
Number of Shares of
Restricted Stock Awarded:
WHAT IS A RESTRICTED STOCK AWARD?
A Restricted Stock Award is a grant of shares of common stock, par value $0.01,
of the Company ("Shares"), but your right to receive the Shares is subject to a
risk of forfeiture and other restrictions that will lapse or "vest" upon the
occurrence of certain events. We call the Shares subject to this Restricted
Stock Award "Restricted Stock." Until the vesting requirements are satisfied,
your Restricted Stock will be credited to an account maintained for you by the
Company. The Company will deliver unrestricted shares to you within 60 days
after the last day of the month in which applicable vesting requirements are
satisfied. You will not receive certificates for the Restricted Stock unless and
until the vesting requirements are satisfied.
VESTING:
You will satisfy the vesting requirements for your Restricted Stock Award
pursuant to the following schedule:
The Following Number of Shares of
---------------------------------
On Restricted Stock Will Vest
---- --------------------------
____
____
____
As soon as administratively feasible after each vesting date, you will be issued
common shares equal in number to the number of shares of Restricted Stock then
vesting.
You also will satisfy the vesting requirements if you retire (as defined in the
Plan), die or become disabled (as defined in the Plan) before the dates shown in
this table.
If your employment with the Company (and its subsidiaries) ends for any reason
(other than retirement, death or disability) before the dates specified in the
table above, you will forfeit the unvested portion of the Restricted Stock
credited to your account.
EFFECT OF A CHANGE IN CONTROL OF THE COMPANY: This Award will vest immediately
and become fully exercisable if, within 36 months after a change in control of
the Company, the Plan is terminated and not replaced simultaneously with a
similar program providing comparable benefits. A "change in control" is defined
in the Plan.
RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK: You may not pledge, transfer,
assign, mortgage, sell or otherwise dispose or encumber any of the shares
subject to this Restricted Stock Award until they are vested. Additionally, no
interest in your Restricted Stock Award may be subject to seizure for the
payment of debts, judgments, alimony, or be reached or transferred in the event
you become bankrupt or insolvent until those shares vest. Once the vesting
requirements are satisfied, the Company does not impose any restrictions on the
resale of the Shares issued to you. However, certain restrictions may be imposed
by the federal securities laws on the resale of the Shares you acquire under the
Plan. See "Section 16 Officers and Affiliates" below.
RIGHTS AS A STOCKHOLDER: During the period in which your Restricted Stock has
not vested, you will have all of the rights of a stockholder of the Company with
respect to the Restricted Stock, including the right to vote the Restricted
Stock and to receive cash dividends paid on the Restricted Stock (any dividends
paid in Company stock will be held in the escrow account and distributed or
forfeited when the shares upon which they were paid are distributed or
forfeited). However, you will not be entitled to receive dividends or vote on
matters with record dates prior to the Grant Date, or record dates on or after
the date you forfeit your Restricted Stock Award.
TAX WITHHOLDING: The Company must withhold federal, state and local taxes in
connection with the vesting of your Restricted Stock and the Company has the
right to require these payments from you. Unless you pay the Company the amount
of these taxes in cash within 90 days of the date your Restricted Stock Award
vests, the Company will withhold a number of the Shares of Restricted Stock you
would otherwise receive having a "Fair Market Value" equal to the amount of tax
withholding liability. The "Fair Market Value" of the Company's Shares, on any
given date, is the last reported closing price of the Shares on the NASDAQ
National Market System.
TAX CONSEQUENCES: This brief discussion of the federal tax rules that affect
your Restricted Stock Award is provided as general information (not as personal
tax advice) and is based on the Company's understanding of federal tax laws and
regulations in effect as of the date of this Restricted Stock Award.
YOU SHOULD CONSULT WITH A TAX OR FINANCIAL ADVISER TO ENSURE YOU FULLY
UNDERSTAND THE TAX RAMIFICATIONS OF YOUR RESTRICTED STOCK AWARD.
You will not be required to pay ordinary income taxes on the value of this
Restricted Stock Award when issued. However, you will be required to pay
federal, state and local income, wage and employment taxes when the vesting
requirements are met. The amount taxed is the full Fair Market Value of the
Restricted Stock on the date the vesting requirements are satisfied. The Company
must withhold these taxes (see discussion of "Tax Withholding"). When you sell
the Shares you acquire through this Restricted Stock Award, the difference
between their Fair Market Value when sold and the Fair Market Value on the
vesting date will be taxed as a long term capital gain (or loss), if you sell
the Shares more than one year after the vesting date, or as a short term capital
gain (or loss), if you sell the Shares one year or less after the vesting date.
PLAN CONTROLS: The terms contained in the Plan are incorporated into and made a
part of this Agreement and this Agreement shall be governed by and construed in
accordance with the terms of the Plan. In the event of any actual or alleged
conflict between the terms of the Plan and terms of this Agreement, the terms of
the Plan shall be controlling and determinative.
SECTION 16 OFFICERS AND AFFILIATES: If you are an executive officer of the
Company subject to the requirements of Section 16 of the Securities Exchange Act
of 1934, as amended, you are responsible for ensuring that all the requirements
of Section 16 are met, including filing notices of your receipt of this
Restricted Stock Award with the Securities and Exchange Commission on a Form 4.
Additionally, certain restrictions are imposed by the federal securities laws on
the resale of Shares acquired under the Plan by persons deemed to be
"affiliates" of the Company. An "affiliate" is a person who possesses the power
(direct or indirect) to direct or cause the direction of the Company's
management or policies.
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