UCI HOLDCO, INC. RESTRICTED STOCK AGREEMENT GRANT NOTICE
Exhibit
10.19
UCI
HOLDCO, INC.
GRANT
NOTICE
Unless
otherwise defined herein, the terms defined in the Amended and Restated Equity
Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have
the same defined meanings in this Restricted Stock Agreement, which includes the
terms in this Grant Notice (the “Grant Notice”) and
Appendix A attached hereto (collectively the “Agreement”).
On April
21, 2007, you were granted an option to purchase 3,500 shares of Common Stock,
pursuant to a Non-Qualified Stock Option Agreement (the “Option Agreement”),
at an exercise price of $105.00 per share, subject to the terms of the Option
Agreement (the “Option”).
As
described in this Agreement you are being offered the opportunity to exchange
the Option for a grant of Restricted Stock, as described herein, subject to the
terms and conditions of the Plan and this Agreement.
The
number of shares of Restricted Stock and the vesting provisions applicable
thereto that you are being offered in exchange for the Option are as
follows:
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Participant:
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Xxxxx
Zar
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Grant
Date:
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December
23, 2008
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Total
Number of Shares of Restricted Stock:
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9,280
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Type
of Restricted Stock
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Common
Stock
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Vesting
Schedule:
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The
shares of Restricted Stock will vest only upon a Change of Control (as
defined in Appendix A) of the
Company
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Your
signature below indicates your agreement and understanding that (i) the
Restricted Stock is being offered to you in exchange for the Option and that by
accepting this grant of Restricted Stock, you hereby surrender the Option and
forgo all rights you have with respect thereto and (ii) the Restricted Stock is
subject to all of the terms and conditions contained in this Agreement,
including the Grant Notice and Appendix A, the Stockholders Agreement and the
Plan. ACCORDINGLY,
PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND
CONDITIONS OF THE RESTRICTED STOCK.
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UCI HOLDCO, INC.Holder:
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PARTICIPANT:
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By:
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/s/ Xxxxx Xxxxxx
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By:
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/s/ Xxxxx Zar
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Print Name:
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Xxxxx Xxxxxx
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Print Name:
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Xxxxx Zar
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Title:
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CEO
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APPENDIX
A
TO
THE RESTRICTED STOCK AGREEMENT
Pursuant
to this Agreement, the Company has awarded to the Participant the number of
shares of Restricted Stock under the Plan, as set forth in the Grant Notice, in
exchange and as complete payment for the Option.
ARTICLE
I. GENERAL
1.1 Definitions.
(a)
“Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, such Person where
“control” shall have the meaning given such term under Rule 405 of the
Securities Act. For the purpose of the Plan and Agreement, Affiliates
of Carlyle Partners III, L.P., a Delaware limited partnership, shall include all
Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited
liability company.
(b) “Board” shall mean the
Board of Directors of the Company
(c)
“Change in
Control” shall mean a change in ownership or control of the Company
effected through a transaction or series of transactions (other than an offering
of Common Stock to the general public through a registration statement filed
with the Securities and Exchange Commission) whereby any “person” or related
“group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of
the Exchange Act) (other than the Company, any of its subsidiaries, an employee
benefit plan maintained by the Company or any of its subsidiaries, a Principal
Stockholder, any Affiliate of a Principal Stockholder or a “person” that, prior
to such transaction, directly or indirectly controls, is controlled by, or is
under common control with, the Company or a Principal Stockholder) directly or
indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company possessing more than fifty
percent (50%) of the total combined voting power of the Company’s securities
outstanding immediately after such acquisition.
(d) “Committee” shall mean
the Committee appointed pursuant to Section 7.1 of the Plan.
(e)
“Company” shall mean
UCI Holdco, Inc.
(f)
“Grant Date” shall
mean the date specified in the Grant Notice.
(g)
“Person” shall mean an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.
(h)
“Plan” shall mean the
Amended and Restated Equity Incentive Plan of UCI Holdco, Inc.
(i)
“Principal
Stockholder(s)” shall mean Carlyle Partners III, L.P., a Delaware limited
partnership, or any of its Affiliates to which (a) the Carlyle Partners III,
L.P. or any other Person transfers Common Stock, or (b) the Company issues
Common Stock.
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(j)
“Stockholders
Agreement” shall mean that certain agreement by and between the
Participant and the Company which contains certain restrictions and limitations
applicable to the shares of Restricted Stock (and to other shares of Common
Stock, if any, held by the Participant during the term of such
agreement). The Board, in its discretion, shall determine the terms
of the Stockholders Agreement and may amend the terms thereof from time to
time. If the Participant is not party to the Stockholders Agreement
as of the Grant Date, the grant of Restricted Stock shall be subject to the
condition that the Participant enter into a Stockholders Agreement with the
Company.
1.2 Incorporation of
Terms. The Restricted Stock is subject to the terms and
conditions of the Plan and the Stockholders Agreement, which are each
incorporated herein by reference. In the event of any inconsistency
between the Plan and this Agreement, the terms of the Plan shall
control. All capitalized terms used in this Agreement without
definition shall have the meanings ascribed in the Plan and the Grant
Notice.
ARTICLE
II. AWARD OF RESTRICTED STOCK
2.1 Award of Restricted
Stock;
Surrender of Option.
(a) Award. As
of the Grant Date, the Company issues to the Participant the number of shares of
Restricted Stock set forth in the Grant Notice (the “Award”), in
consideration of the Participant’s agreement to remain in the service or employ
of the Company or one of its Subsidiaries, the surrender of the Option as
described herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged. Such shares of
Restricted Stock and any Dividends (as defined below) whether vested or unvested
shall sometimes be referred to herein as “Shares.”
(b) Surrender of
Option. As of the Grant Date, in consideration of the grant
of Restricted Stock pursuant to and subject to the terms of this Agreement, the
Participant surrenders the Option.
(c) Book Entry Form;
Certificates. At the sole discretion of the Committee, the
Shares will be issued in either (i) uncertificated form, with the Shares
recorded in the name of the Participant in the books and records of the
Company’s transfer agent with appropriate notations regarding the Restrictions;
or (ii) certificate form pursuant to the terms of Section 2.1(c). For
purposes of this Agreement, “Restrictions” shall
include the forfeiture provision in Section 2.4.
(d) Legend. Shares
issued pursuant to this Agreement shall bear such legend or legends as shall be
determined by the Committee.
(e) Escrow. The
Secretary of the Company or such other escrow holder as the Committee may
appoint may retain physical custody of the certificates representing the Shares
until all of the Restrictions lapse or shall have been removed.
2.2 Vesting of Restricted
Stock. Except as provided in Sections 2.3 and 2.4 below, none
of the Shares of Restricted Stock shall become vested until immediately prior to
the effective date of a Change of Control and all such Shares shall become
vested at such time.
2.3 Discretionary
Vesting. The Committee in its sole discretion may accelerate
the vesting of any portion of the Restricted Stock.
2.4 Forfeiture of Unvested
Shares. Notwithstanding anything to the contrary set forth
herein, none of the Shares shall become vested if a Termination of Employment
with respect to the Participant occurs prior to the effective date of a Change
of Control and all Shares shall be immediately forfeited upon such a Termination
of Employment.
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2.5 Restrictions.
(a) Tax Withholding; Conditions
to Issuance of Certificates. Notwithstanding any other
provision of this Agreement:
(i) The
Participant is ultimately liable and responsible for all taxes owed in
connection with the Restricted Stock, regardless of any action the Company or
any of its Subsidiaries takes with respect to any tax withholding obligations
that arise in connection with the Restricted Stock. Neither the Company nor any
of its Subsidiaries makes any representation or undertaking regarding the
treatment of any tax withholding in connection with the awarding or vesting of
the Restricted Stock or the subsequent sale of shares. The Company
and its Subsidiaries do not commit and are under no obligation to structure the
Restricted Stock to reduce or eliminate the Participant’s tax
liability.
(ii) Prior
to any tax withholding becoming due, the Participant must make arrangements
satisfactory to the Committee to satisfy such withholding and must satisfy such
tax withholdings when due. The Company (or the employing Subsidiary)
may withhold a portion of the shares of Restricted Stock that have an aggregate
Fair Market Value sufficient to pay the minimum federal, state and local income,
employment and any other applicable taxes required to withheld by the Company or
the employing Subsidiary with respect to the shares. Notwithstanding
any contrary provision of this Agreement, no vested Shares will be issued unless
and until satisfactory arrangements (as determined by the Committee) will have
been made by the Participant with respect to the payment of any income and other
taxes which the Company determines must be withheld or collected with respect to
such Shares. In addition and to the maximum extent permitted by law, the Company
(or the employing Subsidiary) has the right to retain without notice from salary
or other amounts payable to the Participant, cash having a value sufficient to
satisfy any tax withholding obligations that cannot be satisfied by the
withholding of otherwise deliverable Shares.
(iii) The
Company shall not be required to issue or deliver any certificate or
certificates for any Shares prior to the fulfillment of all of the following
conditions: (A) the admission of the Shares to listing on all stock
exchanges on which such Shares are then listed, (B) the completion of any
registration or other qualification of the Shares under any state or federal law
or under rulings or regulations of the Securities and Exchange Commission or
other governmental regulatory body, which the Committee shall, in its sole and
absolute discretion, deem necessary and advisable, (C) the obtaining of any
approval or other clearance from any state or federal governmental agency that
the Committee shall, in its absolute discretion, determine to be necessary or
advisable and (D) the lapse of any such reasonable period of time following the
date the Restrictions lapse or are removed as the Committee may from time to
time establish for reasons of administrative convenience.
(b) Rights as
Stockholder. Except as otherwise provided herein, upon the
Grant Date the Participant shall have all the rights of a stockholder with
respect to the Shares, subject to the Restrictions herein, including the right
to receive all dividends or other distributions paid with respect to such
Shares; provided, that, dividends and distributions (the “Dividends”) shall be
subject to transfer restrictions, with respect to Dividends paid in Shares, and
a risk of forfeiture to the same extent as the Shares with respect to which such
Dividends have been distributed and the Committee may impose additional resale
or other conditions on the Shares as it may determined in its sole
discretion. Accordingly, the Participant shall only be entitled to
receive such Dividends when the Shares (with respect to which such Dividends
have been distributed) vest pursuant to Article II. Such ownership of
Shares and Dividends shall be evidenced by book entries on the records of the
Company and such Dividends shall be considered Restricted Stock
herein. Promptly following the vesting of Shares and the lapse of the
transfer restrictions pursuant to this Agreement, Shares and cash and/or stock,
as applicable evidencing such Dividends shall be transferred to the Participant
(or his/her permitted transferees) by the Company with such legends as shall be
determined by the Company.
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ARTICLE
III. OTHER PROVISIONS
3.1 Not a Contract of
Employment. Nothing in this Agreement or in the Plan shall
confer upon the Participant any right to continue to serve as an employee or
other Service Provider of the Company or any of its Subsidiaries.
3.2 Governing
Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the
terms of this Agreement regardless of the law that might be applied under
principles of conflicts of laws.
3.3 Conformity to Securities
Laws. The Participant acknowledges that the Plan and this
Agreement are intended to conform to the extent necessary with all provisions of
the Securities Act and the Exchange Act, and any and all regulations and rules
promulgated thereunder by the Securities and Exchange
Commission. Notwithstanding anything herein to the contrary, the Plan
shall be administered, and the Awards are granted, only in such a manner as to
conform to such laws, rules and regulations. To the extent permitted
by applicable law, the Plan and this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.
3.4 Amendment, Suspension and
Termination. To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Committee or the Board, provided, that, except as
may otherwise be provided by the Plan, no amendment, modification, suspension or
termination of this Agreement shall adversely effect the Award in any material
way without the prior written consent of the Participant.
3.5 Notices. Notices
required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States
mail by certified mail, with postage and fees prepaid, addressed to the
Participant to his address shown in the Company records, and to the Company
at its principal executive office.
3.6 Successors and
Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
the Participant and his heirs, executors, administrators, successors and
assigns.
3.7 Lockup Provision. The
Participant shall agree, if requested by the Company and any underwriter engaged
by the Company, not to sell or otherwise transfer or dispose of any securities
of the Company (including, without limitation pursuant to Rule 144 under the
Securities Act (or any successor or similar exemptive rule hereafter in effect))
held by them for such period following the effective date of any registration
statement of the Company filed under the Securities Act as the Company or such
underwriter shall specify reasonably and in good faith, not to exceed 180 days
in the case of the Company’s initial public offering or 90 days in the case of
any other public offering.
3.8 Participant Representation. The
Participant has no plan or intention to acquire any securities of the Company in
addition to those Shares received hereunder, provided that acquisitions of the
Company’s securities in any transactions on or after the Grant Date that are
approved by the Company shall not be a breach of this
representation.
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