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EXHIBIT 4.3
THE CIRCLE INTERNATIONAL GROUP, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT, made as of this __th day of ____, 199_,
between Circle International Group, Inc., a Delaware corporation
(the "Company") and ____________________ (the "Employee").
WHEREAS, the Company has adopted Circle International
Group, Inc. 1994 Omnibus Equity Incentive Plan (the "Plan"),
providing for the granting of restricted shares of Common Stock
of the Company ("Restricted Stock") to Employees of the Company
and its Subsidiaries; and
WHEREAS, the Human Resources and Compensation Committee
(the "Committee"), which is responsible for the administration of
the Plan, has authorized the granting of shares of Restricted
Stock to the Employee; and
WHEREAS, this Agreement is prepared in conjunction with
and under the terms of the Plan; although all of the terms of the
Plan and the definitions used in the Plan have not been set forth
herein, such terms and definitions are incorporated herein and
made a part hereof by reference; and
WHEREAS, the provisions of the Plan shall govern any
interpretation of this Agreement; and
WHEREAS, the Employee has accepted the grant of
Restricted Stock and agreed to the terms and conditions stated
herein.
NOW, THEREFORE, in consideration of the foregoing and
of the mutual covenants hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Grant of Award. The Company hereby grants to the
Employee an award of ______________ shares of Restricted Stock on
the date hereof, subject to all of the terms and conditions in
this Agreement and the Plan.
2. Shares Held in Escrow. Unless and until the shares
of Restricted Stock shall have vested in the manner set forth in
paragraphs 3, 4 or 5, such shares shall be issued in the name of
the Employee and held by the Secretary of the Company as escrow
agent (the "Escrow Agent"), and shall not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise
hypothecated. The Company may instruct the transfer agent for its
Common Stock to place a legend on the certificates representing
the Restricted Stock or otherwise note its records as to the
restrictions on transfer set forth in this Agreement and the
Plan. The certificate or certificates representing such shares
shall be delivered by the Escrow Agent to the Employee only after
the shares have vested and all other terms and conditions in this
Agreement have been satisfied.
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3. Certificate Legend. In addition to any legends
placed on the certificates pursuant to paragraph 2 of this
Agreement, and until the restrictions on such shares shall have
lapsed, each certificate representing shares of Restricted Stock
shall bear the following legend:
"The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to
certain restrictions on transfer as set forth in Circle
International Group, Inc. 1994 Omnibus Equity Incentive
Plan, and in a Restricted Stock Agreement. A copy of
the Plan and such Restricted Stock Agreement may be
obtained from the Chief Financial Officer of Circle
International Group, lnc."
4. Restriction on Shares. All of the ________ shares
granted hereunder shall vest on _________ ____, 199_. On such
vesting date, all restrictions set forth in this Agreement shall
terminate (except with respect to shares which have been
previously forfeited pursuant to paragraph 6 hereof) and the
Escrow Agent shall deliver the certificates evidencing the shares
to the Employee.
5. Committee Discretion. The Committee may decide, in
its absolute discretion, to accelerate the lapse of any
restrictions on the balance, or some lesser portion of the
balance, of shares of Restricted Stock at any time. If so
accelerated, such restrictions shall be considered to have lapsed
as of the date specified by the Committee.
6. Forfeiture. Except as provided in paragraphs 4 and
5, the shares of Restricted Stock as to which restrictions have
not lapsed at the time of the Employee's termination of service
for any reason to the Company shall thereupon be forfeited and
automatically transferred to and reacquired by the Company at no
cost to the Company. For purposes of this Section 6, the Employee
will not be deemed to have terminated his service with the
Company until such time as he is no longer serving the Company in
any of the following capacities: officer, employee or director.
The Employee hereby appoints the Escrow Agent with full power of
substitution, as the Employee's true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of
the Employee to take any action and execute all documents and
instruments, including, without limitation, stock powers which
may be necessary to transfer the certificate or certificates
evidencing such forfeited shares to the Company upon such
termination of employment.
7. Continuous Service Required. The restrictions on the
shares of Restricted Stock shall not lapse in accordance with any
of the provisions of this Agreement unless the Employee's service
with the Company in the capacity of officer, employee or director
shall have been continuous from the date of the award until the
date such lapse is deemed to have occurred.
8. Withholding of Taxes. Notwithstanding anything in
this Agreement to the contrary, no certificate representing
Restricted Stock may be released from the escrow established
pursuant to paragraph 2 of this Agreement unless and until the
Employee shall have delivered to the Company or its designated
Subsidiary the full amount of any federal, state or local income
or other taxes which the Company or such Subsidiary may be
required by law to withhold with respect to such shares. Pursuant
to such procedures as may be established by the Committee in its
discretion, the Employee may elect to satisfy any such income tax
withholding requirement by having the Company withhold shares of
Common Stock otherwise deliverable to the Employee or by
delivering to the Company already-owned shares of Common Stock,
provided that the Committee, in its discretion, may disallow
satisfaction of such withholding by the delivery or withholding
of stock.
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9. After the Death of the Employee. Any distribution or
delivery to be made to the Employee under this Agreement shall,
if the Employee is then deceased, be made to the Employee's
designated beneficiary, or if no such beneficiary survives the
Employee, the person or persons entitled to such distribution or
delivery under the Employee's will or, if the Employee shall fail
to make testamentary disposition of such property, his or her
legal representative. Any transferee must furnish the Company
with (a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any laws or
regulations pertaining to said transfer.
10. Conditions to Issuance of Restricted Shares. The
shares of Restricted Stock deliverable to the Employee may be
either previously authorized but unissued shares or issued shares
which have been reacquired by the Company. The Company shall not
be required to issue any certificate or certificates for shares
of stock hereunder prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all
stock exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other
qualification of such shares under any state or federal law or
under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, which the
Committee shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance
from any state or federal governmental agency, which the
Committee shall, in its absolute discretion, determine to be
necessary or advisable; and
(d) The lapse of such reasonable period of time
following the date of grant of the Restricted Stock as the
Committee may establish from time to time for reasons of
administrative convenience.
11. No Rights of Stockholder. Neither the Employee nor
any person claiming under or through the Employee shall be, or
have any of the rights or privileges of, a stockholder of the
Company in respect of any shares deliverable hereunder unless and
until certificates representing such shares shall have been
issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Employee or the Escrow
Agent. Except as provided in paragraph 12, after such issuance,
recordation and delivery, the Employee shall have all the rights
of a stockholder of the Company with respect to voting such
shares and receipt of dividends and distributions on such shares.
12. Changes in Stock. In the event that as a result
of a stock dividend, stock split, reclassification,
recapitalization, combination of shares or the adjustment in
capital stock of the Company or otherwise, or as a result of a
merger, consolidation, spin-off or other reorganization, the
Company's Common Stock shall be increased, reduced or otherwise
changed, and by virtue of any such change the Employee shall in
his or her capacity as owner of shares of Restricted Stock which
have been awarded to him or her (the "Prior Shares") be entitled
to new or additional or different shares of stock or securities
(other than rights or warrants to purchase securities), such new
or additional' or different shares or securities shall thereupon
be considered to be Restricted Stock and shall be subject to all
of the restrictions and other conditions which were applicable to
the Prior Shares pursuant to the Plan. If the Employee receives
rights or warrants with respect to any Prior Shares, such rights
or warrants may be held or exercised by the Employee, provided
that until such exercise any such rights or warrants and after
such exercise any shares or other securities acquired by the
exercise of such rights or warrants shall be considered to be
subject to all of the restrictions and other conditions which
were applicable to the Prior Shares pursuant to the Plan. The
Committee in its absolute discretion at any time may accelerate
the lapse of restrictions on all or any portion of such new or
additional shares of stock or securities, rights or warrants to
purchase securities or shares or other securities acquired by the
exercise of such rights or warrants.
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13. Plan Governs. This Agreement is subject to all the
terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan shall govern.
Terms used in this Agreement that are not defined in this
Agreement shall have the meaning set forth in the Plan.
14. Committee Authority. The Committee shall have the
power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret or revoke
any such rules. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final
and binding upon the Employee, the Company and all other
interested persons, and shall be given the maximum deference
permitted by law. No member of the Committee shall be personally
liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.
15. No Effect on Employment. The terms of the
Employee's employment shall be determined from time to time by
the Company, or the Subsidiary employing the Employee, as the
case may be, and the Company, or the Subsidiary employing the
Employee, as the case may be, shall have the right, which is
hereby expressly reserved, to terminate or change the terms of
the employment of the Employee at any time for any reason
whatsoever, with or without good cause, unless otherwise governed
by a written Employment Agreement entered into between Employee
and the Company or the Subsidiary employing the Employee, as the
case may be.
16. No Effect on Participation. Nothing herein
contained shall affect the Employee's right to participate in and
receive benefits under and in accordance with the then current
provisions of any pension, insurance or other employee welfare
plan or program of the Company or any Subsidiary.
17. Non-Transferability of Award. Except as otherwise
herein provided, the shares of Restricted Stock herein granted
and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be
subject to sale under execution, attachment or similar process.
Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of such award, or of any right or privilege
conferred hereby, contrary to the provisions hereof, or upon any
attempted sale under any execution, attachment or similar process
upon the rights and privileges conferred hereby, such award and
the rights and privileges conferred hereby shall immediately
become null and void.
18. Binding Agreement. Subject to the limitation on the
transferability of the Restricted Stock contained in paragraph
17, this Agreement shall be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
19. Addresses for Notices. Any notice to be given to
the Company under the terms of this Agreement shall be addressed
to the Company, in care of its Chief Financial Officer, at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other
address as the Company may hereafter designate in writing. Any
notice to be given to the Employee shall be addressed to the
Employee at the address set forth beneath the Employee's
signature hereto, or at such other address as the Employee may
hereafter designate in writing. Any such notice shall be deemed
to have been duly given if and when enclosed in a properly sealed
envelope, addressed as aforesaid, registered or certified and
deposited, postage and registry fee prepaid, in a United States
post office.
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20. Captions. The captions provided herein are for
convenience only and are not to serve as a basis for any
interpretation or construction of this Agreement.
21. Severability of Agreement. In the event that any
provision in this Agreement shall be held invalid or
unenforceable, such provision shall be severable from, and such
invalidity or unenforceability shall not be construed to have any
effect on, the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement, in duplicate, the day and year first above written.
CIRCLE INTERNATIONAL GROUP, INC.
By_____________________________
ACCEPTED:
_____________________________
Employee Signature
_____________________________
_____________________________
Address
_____________________________
Social Security Number
