EXHIBIT 10.18
RESTRICTED STOCK AWARD
RESTRICTED STOCK AWARD AGREEMENT dated as of November 11, 2002, between MIDAS,
INC., a Delaware corporation (the "Corporation"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Non-Executive Chairman of the Board of Directors of the Corporation (the
"Holder").
WHEREAS, the Corporation desires, by granting to the Holder certain
restricted shares of the Corporation's Common Stock as hereinafter provided, to
carry out the purposes of the Corporation's Stock Incentive Plan (the "Plan"),
as adopted by the Board of Directors of the Corporation on November 21, 1997,
and approved by its shareholders; and
WHEREAS, the Compensation Committee of the Board of Directors of the
Corporation has duly made all determinations necessary or appropriate to the
grant hereof.
NOW, THEREFORE, in consideration of the foregoing and the Holder's
acceptance of the terms and conditions hereof, the parties hereto have agreed,
and do hereby agree, as follows:
1. The Corporation hereby grants to the Holder, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, FIFTEEN THOUSAND (15,000) shares of Common Stock of the Corporation on
the terms and conditions herein set forth.
2. The certificates representing the shares of Common Stock granted
to the Holder shall be registered in the name of the Holder and retained in the
custody of the Corporation until such time as they are delivered to the Holder
or forfeited to the Corporation in accordance with the terms hereof (the
"Restriction Period"). During the Restriction Period, the Holder will be
entitled to vote such shares and to receive dividends paid on such shares (less
any amounts, if any, which the Corporation is required to withhold for taxes).
3. If the Holder shall have been continuously a Director of the
Corporation for a period of one year from the date of grant of this Restricted
Stock Award, the Corporation shall deliver to the Holder on or about the first
anniversary thereof a certificate, registered in the name of the Holder and free
of restrictions hereunder, representing one-third of the total number of shares
granted to the Holder pursuant to this Agreement. Similarly, if the Holder shall
have been continuously a Director of the Corporation on each of the second and
third anniversaries thereof, the Corporation on or about each such anniversary
shall deliver additional certificates representing one-third of the total number
of such shares. No payment shall be required from the Holder in connection with
any delivery to the Holder of shares hereunder, except that Holder agrees to pay
whatever income withholding tax the Corporation is obligated to collect as a
part of the delivery of the shares.
4. In the event the Holder is no longer a Director of the
Corporation by reason of death or disability, and if there then remain any
undelivered shares subject to restrictions hereunder, then such restrictions
shall be deemed to have lapsed and the certificates for the remaining shares
shall forthwith be delivered to such Holder (or his beneficiary, estate or
heirs).
5. Subject to the provisions of paragraph 4 above, if the Holder
ceases to be a Director of the Corporation for any reason during the Restriction
Period, then the Holder shall cease to be entitled to delivery of any of the
shares covered by this Agreement which have not theretofore been delivered by
the Corporation pursuant to paragraph 3 above, and all rights of the Holder in
and to such undelivered shares shall be forfeited. Holder is contemporaneously
executing the attached Powers of Attorney To Transfer Stock to effectuate the
forfeiture provisions contained in this Paragraph 5. Notwithstanding the
forfeiture provided herein, the Board may, within 120 days after such
termination of directorship, in its sole discretion, determine whether such
former Holder shall receive all or any part of the undelivered shares granted
pursuant to this Restricted Stock Award Agreement and whether to impose any
conditions in connection therewith.
6. The granting of this Restricted Stock Award shall not in any way
prohibit or restrict the right of the Board or the Corporation's shareholders to
terminate the Holder's directorship at any time, for any reason. The Holder
shall have no right to any prorated portion of the shares of Common Stock
otherwise deliverable to the Holder on the anniversary hereof next following a
termination of directorship (whether voluntary or involuntary) in respect of a
partial year of service.
7. While shares of Common Stock are held in custody for the Holder
pursuant to this Agreement, they may not be sold, transferred, pledged,
exchanged, hypothecated or disposed of by the Holder and shall not be subject to
execution, attachment or similar process.
8. This Agreement and each and every obligation of the Corporation
hereunder are subject to the requirement that if at any time the Corporation
shall determine, upon advice of counsel, that the listing, registration or
qualification of the shares covered hereby upon any securities exchange or under
any state or Federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of or in connection
with the granting hereof or the delivery of shares hereunder, then the delivery
of shares hereunder to the Holder may be postponed until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.
9. In addition to amounts in respect of taxes which the Corporation
shall be required by law to deduct or withhold from any dividend payments on the
shares covered hereby, the Corporation may defer making any delivery of shares
under this Agreement until completion of arrangements satisfactory to the
Corporation for the payment of any other applicable taxes, whether through share
withholding provided for by the Plan or otherwise.
10. Holder may elect, by written notice to the Corporation, to pay
through withholding by the Corporation all or a portion of the estimated
federal, state, local and other taxes arising from the vesting or distribution
of shares of Common Stock pursuant to this Restricted Stock Award (a) by having
the Corporation withhold shares of Common Stock or (b) by delivering
previously-owned shares, in each case being such number of shares of Common
Stock as shall have a fair market value equal to the amount of taxes to be
withheld, rounded up to the nearest whole share.
11. In the event of a "change in control", as that term is defined in
the Plan, then the Holder shall have all the rights specified in Paragraph 10(B)
of the Plan.
12. Defined words used in this Agreement shall have the same meaning
as set forth in the definitions section or elsewhere in the Plan, the terms and
conditions of which shall constitute an integral part hereof.
13. Any notice which either party hereto may be required or permitted
to give the other shall be in writing and may be delivered personally or by
mail, postage prepaid, addressed to the Secretary of the Corporation at its
principal office and to the Holder at his address as shown on the Corporation's
payroll records, or to such other address as the Holder by notice to the
Corporation may designate in writing from time to time.
MIDAS, INC.
By:
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Chief Financial Officer
ACCEPTED:
Holder:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date
POWER OF ATTORNEY TO TRANSFER STOCK
FOR VALUE RECEIVED, I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, hereby irrevocably
constitute and appoint the Secretary of Midas, Inc. (the "Corporation") to be my
attorney-in-fact to transfer to MIDAS, INC. 5,000 shares of the Common Stock of
the Corporation granted to me as Restricted Stock, standing in my name on the
books of the Corporation, and represented by Certificate No. M0302 (the
"Restricted Shares") with full power of substitution in the premises;
PROVIDED HOWEVER, that exercise of this Power of Attorney shall be
expressly conditioned upon a forfeiture of the Restricted Shares pursuant to the
Restricted Stock Award dated November 11, 2002. On the day the Restricted Shares
are no longer restricted, this Power of Attorney shall be null and void and the
original shall be delivered to me together with the Certificate to which it
refers.
Dated: ___________, 200__.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
In the presence of:
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POWER OF ATTORNEY TO TRANSFER STOCK
FOR VALUE RECEIVED, I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, hereby irrevocably
constitute and appoint the Secretary of Midas, Inc. (the "Corporation") to be my
attorney-in-fact to transfer to MIDAS, INC. 5,000 shares of the Common Stock of
the Corporation granted to me as Restricted Stock, standing in my name on the
books of the Corporation, and represented by Certificate No. M0303 (the
"Restricted Shares") with full power of substitution in the premises;
PROVIDED HOWEVER, that exercise of this Power of Attorney shall be
expressly conditioned upon a forfeiture of the Restricted Shares pursuant to the
Restricted Stock Award dated November 11, 2002. On the day the Restricted Shares
are no longer restricted, this Power of Attorney shall be null and void and the
original shall be delivered to me together with the Certificate to which it
refers.
Dated: ___________, 200__.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
In the presence of:
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POWER OF ATTORNEY TO TRANSFER STOCK
FOR VALUE RECEIVED, I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, hereby irrevocably
constitute and appoint the Secretary of Midas, Inc. (the "Corporation") to be my
attorney-in-fact to transfer to MIDAS, INC. 5,000 shares of the Common Stock of
the Corporation granted to me as Restricted Stock, standing in my name on the
books of the Corporation, and represented by Certificate No. M0304 (the
"Restricted Shares") with full power of substitution in the premises;
PROVIDED HOWEVER, that exercise of this Power of Attorney shall be
expressly conditioned upon a forfeiture of the Restricted Shares pursuant to the
Restricted Stock Award dated November 11, 2002. On the day the Restricted Shares
are no longer restricted, this Power of Attorney shall be null and void and the
original shall be delivered to me together with the Certificate to which it
refers.
Dated: ___________, 200__.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
In the presence of:
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