EXHIBIT 10.4
CHOICEPOINT INC.
RESTRICTED STOCK AGREEMENT
FOR EMPLOYEES AND OFFICERS
This AGREEMENT (the "Agreement") is made as of _____ (the "Date of Grant")
by and between CHOICEPOINT INC., a Georgia corporation (the "Company"), and
_________________________ (the "Grantee").
1. GRANT OF RESTRICTED STOCK. Subject to and upon the terms,
conditions, and restrictions set forth in this Agreement and in the
Company's 2003 Omnibus Incentive Plan (the "Plan"), the Company hereby
grants to the Grantee as of the Date of Grant __________ shares of
Restricted Stock. The Restricted Stock shall be fully paid and
nonassessable and shall be represented by a certificate registered in the
name of the Grantee and bearing a legend referring to the restrictions
hereinafter set forth.
2. RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK. The shares of
Restricted Stock:
(a) may not be sold, pledged, exchanged, or otherwise encumbered
or disposed of by the Grantee, except to the Company, and
(b) may not be assigned or transferred except (A) to the Company,
or a Family Member of the Grantee, or entities controlled by or
benefiting them, as described in Section 12 of the Plan, and then
(B) (i) if during the Grantee's life, only upon the approval of the
Company's Chief Financial Officer and/or its Vice President with
responsibility for compensation and benefits, or (ii) by execution
and delivery of a Beneficiary Designation Form provided by the
Company or, if none, by will or by the laws of descent and
distribution, until they have become nonforfeitable in accordance
with Section 3.
Any purported transfer, encumbrance or other disposition of the Restricted Stock
that is in violation of this Section 2 shall be null and void, and the other
party to any such purported transaction shall not obtain any rights to or
interest in the Restricted Stock.
3. VESTING OF RESTRICTED STOCK.
(a) The Shares of Restricted Stock granted hereby shall become
nonforfeitable on the third anniversary of the Date of Grant,
subject to the Grantee's continuous service as an employee of the
Company.
(b) Notwithstanding the foregoing provision of subsection (a) of
this Section 3, all of the shares of Restricted Stock shall
immediately become nonforfeitable in the event of (i) a Change in
Control (as defined in the Plan); (ii) the Grantee's death; or (iii)
the Grantee's termination of service under conditions specifically
approved by the Board for this purpose.
4. FORFEITURE OF RESTRICTED STOCK. Subject to Section 3(b), and except
as the Committee may determine on a case-by-case basis, any shares of
Restricted Stock that have not theretofore become nonforfeitable shall be
forfeited if the Grantee ceases to serve continuously as an Employee,
Officer or Director of the Company at any time prior to the applicable
vesting date. In the event of forfeiture, the certificate(s) representing
the shares of Restricted Stock shall be canceled. In the event of a
termination for Cause, all shares of Restricted Stock on which the
restrictions described in Section 2 have not lapsed shall be forfeited.
For this purpose, "Cause" shall mean that the Grantee has committed prior
to termination of employment any of the following acts:
(a) an intentional act of fraud, embezzlement, theft, or any
other material violation of law (A) in connection with the Grantee's
duties or in the course of the Grantee's service on behalf of the
Company, or (B) which is otherwise materially injurious to the
Company, monetarily or otherwise;
(b) intentional wrongful damage to material assets of the
Company;
(c) intentional wrongful disclosure of material confidential
information of the Company;
(d) intentional wrongful engagement in any competitive activity
that would constitute a material breach of the duty of loyalty; or
(e) intentional breach of any stated material employment policy
of the Company.
5. DIVIDEND, VOTING AND OTHER RIGHTS. Except as otherwise provided
herein, the Grantee shall have all of the rights of a stockholder with
respect to the shares of Restricted Stock, including the right to vote
such shares and receive any dividends that may be paid thereon; provided,
however, that any additional Common Shares or other securities that the
Grantee may become entitled to receive pursuant to a stock dividend, stock
split, combination of shares, recapitalization, merger, consolidation,
separation or reorganization or any other change in the capital structure
of the Company shall be subject to the same restrictions as the shares of
Restricted Stock.
6. RETENTION OF STOCK CERTIFICATE(S) BY THE COMPANY. The certificate(s)
representing the Restricted Stock shall be held in custody by the
Secretary or Treasurer of the Company, together with a stock power
endorsed in blank by the Grantee with respect thereto, until those shares
have become nonforfeitable in accordance with Section 3.
7. TAXES AND WITHHOLDING. If the Company shall be required to withhold
any federal, state, local or foreign tax in connection with the issuance
or vesting of any restricted or nonrestricted Common Shares or other
securities pursuant to this Agreement, the Grantee shall pay the tax or
make provisions that are satisfactory to the Company for the payment
thereof. The Grantee may elect to satisfy all or any part of the minimum
statutory withholding requirement by surrendering to the Company a portion
of the nonforfeitable Common Shares that are issued or transferred to the
Grantee hereunder, and the Common Shares so surrendered by the Grantee
shall be credited against any such withholding obligation at the Market
Value per Share of such shares on the date of such surrender.
8. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws; provided,
however, notwithstanding any other provision of this Agreement, the
Company shall not be obligated to issue any restricted or nonrestricted
Common Shares or other securities pursuant to this Agreement if the
issuance thereof would result in a violation of any such law.
9. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Grantee under this Agreement shall not be taken into account in
determining any benefits to which the Grantee may
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be entitled under any compensation plan maintained by the Company and
shall not affect the amount of any life insurance coverage available to
any beneficiary under any life insurance plan covering Employees, Officers
or Directors of the Company.
10. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the
rights of the Grantee under this Agreement without the Grantee's consent.
Notwithstanding the foregoing, this Agreement shall be amended in such
particulars as are necessary or appropriate to reflect the applicable
provisions of section 409A of the Internal Revenue Code of 1986, as
amended, in order to avoid current taxation of the grant made pursuant
hereto, and to avoid any penalty taxes imposed on noncomplying
arrangements.
11. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
12. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions
between this Agreement and the Plan, the Plan shall govern. Capitalized
terms used herein without definition shall have the meanings assigned to
them in the Plan.
13. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Georgia.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officer and Grantee has also executed this
Agreement in duplicate, as of the day and year first above written.
CHOICEPOINT INC.
By:
_____________________________
The undersigned Grantee hereby (i) acknowledges receipt of an executed
original of this Agreement and (ii) accepts the right to receive the Common
Shares or other securities covered hereby, subject to the terms and conditions
of the Plan and the terms and conditions hereinabove set forth.
_____________________________
Grantee
Date:________________________
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CHOICEPOINT INC.
RESTRICTED STOCK AGREEMENT
FOR EMPLOYEES AND OFFICERS
This AGREEMENT (the "Agreement") is made as of ________________ the "Date
of Grant") by and between CHOICEPOINT INC., a Georgia corporation (the
"Company"), and __________________ (the "Grantee").
1. GRANT OF RESTRICTED STOCK. Subject to and upon the terms,
conditions, and restrictions set forth in this Agreement and in the
Company's 2003 Omnibus Incentive Plan (the "Plan"), the Company hereby
grants to the Grantee as of the Date of Grant _______ shares of Restricted
Stock. The Restricted Stock shall be fully paid and nonassessable and
shall be represented by a certificate registered in the name of the
Grantee and bearing a legend referring to the restrictions hereinafter set
forth.
2. RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK. The shares of
Restricted Stock:
(a) may not be sold, pledged, exchanged, or otherwise encumbered
or disposed of by the Grantee, except to the Company, and
(b) may not be assigned or transferred except (A) to the Company,
or a Family Member of the Grantee, or entities controlled by or
benefiting them, as described in Section 12 of the Plan, and then
(B) (i) if during the Grantee's life, only upon the approval of the
Company's Chief Financial Officer and/or its Vice President with
responsibility for compensation and benefits, or (ii) by execution
and delivery of a Beneficiary Designation Form provided by the
Company or, if none, by will or by the laws of descent and
distribution, until they have become nonforfeitable in accordance
with Section 3.
Any purported transfer, encumbrance or other disposition of the Restricted Stock
that is in violation of this Section 2 shall be null and void, and the other
party to any such purported transaction shall not obtain any rights to or
interest in the Restricted Stock.
3. VESTING OF RESTRICTED STOCK.
(a) The Shares of Restricted Stock granted hereby shall become
nonforfeitable on the ______ [NOT LESS THAN THREE YEARS] anniversary
of the Date of Grant, subject to the Grantee's continuous service as
an employee of the Company.
(b) Notwithstanding the foregoing provision of subsection (a) of
this Section 3, all of the shares of Restricted Stock shall
immediately become nonforfeitable in the event of (i) a Change in
Control (as defined in the Plan); (ii) the Grantee's death; or (iii)
the Grantee's termination of service under conditions specifically
approved by the Board for this purpose.
(c) In the event that the Grantee's service terminates on or
subsequent to __________________ [DATE EMPLOYMENT AGREEMENT
TERMINATES], but under circumstances (i) which would not result in
full vesting pursuant to subparagraphs (a) or (b) above, and (ii)
other than for Cause,
Grantee shall nonetheless have a nonforfeitable right to the same
percentage of the shares referred to in Section 1 (as adjusted, if
appropriate) as the number of calendar months of his employment
during the period from the Date of Grant through the date of his
termination represents when divided by ___________ [NUMBER OF TOTAL
MONTHS IN THE CLIFF VESTING PERIOD IN 3(a).] For these purposes, if
Grantee provides services for a portion but not all of a calendar
month, he shall nonetheless be credited with a full calendar month
of employment. In the event that said calculation results in an
award of a fractional share, the number shall be increased to the
next full share.
4. FORFEITURE OF RESTRICTED STOCK. (a) Subject to Section 3(b), and
except as the Committee may determine on a case-by-case basis, any shares
of Restricted Stock that have not theretofore become nonforfeitable shall
be forfeited if the Grantee ceases to serve continuously as an Employee,
Officer or Director of the Company at any time prior to the applicable
vesting date referred to in Section 3(a) above; similarly, if the Grantee
receives a portion of the Award pursuant to Section 3(c) above, the
portion to which he is not entitled shall be forfeited.
(a) In the event of a termination for Cause, all shares of
Restricted Stock on which the restrictions described in Section 2
have not lapsed shall be forfeited. For this purpose, "Cause" shall
mean that the Grantee has committed prior to termination of
employment any of the following acts:
(i) an intentional act of fraud, embezzlement, theft, or any
other material violation of law (A) in connection with the
Grantee's duties or in the course of the Grantee's service on
behalf of the Company, or (B) which is otherwise materially
injurious to the Company, monetarily or otherwise;
(ii) intentional wrongful damage to material assets of the
Company;
(iii) intentional wrongful disclosure of material confidential
information of the Company;
(iv) intentional wrongful engagement in any competitive activity
that would constitute a material breach of the duty of
loyalty; or
(v) intentional breach of any stated material employment policy
of the Company.
(c) In the event of forfeiture, the certificate(s) representing the
shares of Restricted Stock shall be canceled.
5. DIVIDEND, VOTING AND OTHER RIGHTS. Except as otherwise provided
herein, the Grantee shall have all of the rights of a stockholder with
respect to the shares of Restricted Stock, including the right to vote
such shares and receive any dividends that may be paid thereon; provided,
however, that any additional Common Shares or other securities that the
Grantee may become entitled to receive pursuant to a stock dividend, stock
split, combination of shares, recapitalization, merger, consolidation,
separation or
2
reorganization or any other change in the capital structure of the Company
shall be subject to the same restrictions as the shares of Restricted
Stock.
6. RETENTION OF STOCK CERTIFICATE(S) BY THE COMPANY. The certificate(s)
representing the Restricted Stock shall be held in custody by the
Secretary or Treasurer of the Company, together with a stock power
endorsed in blank by the Grantee with respect thereto, until those shares
have become nonforfeitable in accordance with Section 3.
7. TAXES AND WITHHOLDING. If the Company shall be required to withhold
any federal, state, local or foreign tax in connection with the issuance
or vesting of any restricted or nonrestricted Common Shares or other
securities pursuant to this Agreement, the Grantee shall pay the tax or
make provisions that are satisfactory to the Company for the payment
thereof. The Grantee may elect to satisfy all or any part of the minimum
statutory withholding requirement by surrendering to the Company a portion
of the nonforfeitable Common Shares that are issued or transferred to the
Grantee hereunder, and the Common Shares so surrendered by the Grantee
shall be credited against any such withholding obligation at the Market
Value per Share of such shares on the date of such surrender.
8. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws; provided,
however, notwithstanding any other provision of this Agreement, the
Company shall not be obligated to issue any restricted or nonrestricted
Common Shares or other securities pursuant to this Agreement if the
issuance thereof would result in a violation of any such law.
9. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Grantee under this Agreement shall not be taken into account in
determining any benefits to which the Grantee may be entitled under any
compensation plan maintained by the Company and shall not affect the
amount of any life insurance coverage available to any beneficiary under
any life insurance plan covering Employees, Officers or Directors of the
Company.
10. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the
rights of the Grantee under this Agreement without the Grantee's consent.
Notwithstanding the foregoing, this Agreement shall be amended in such
particulars as are necessary or appropriate to reflect the applicable
provisions of section 409A of the Internal Revenue Code of 1986, as
amended, in order to avoid current taxation of the grant made pursuant
hereto, and to avoid any penalty taxes imposed on noncomplying
arrangements.
11. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
12. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions
between this Agreement and the Plan,
3
the Plan shall govern. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Plan.
13. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Georgia.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officer and Grantee has also executed this
Agreement in duplicate, as of the day and year first above written.
CHOICEPOINT INC.
By:______________________________
The undersigned Grantee hereby (i) acknowledges receipt of an executed
original of this Agreement and (ii) accepts the right to receive the Common
Shares or other securities covered hereby, subject to the terms and conditions
of the Plan and the terms and conditions hereinabove set forth.
_________________________________
Grantee
Date:____________________________
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