RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT, made and entered into as of the
PayoutDate, by and between M. A. Xxxxx Company (the "Company") and
Name ("Recipient").
W I T N E S S E T H
WHEREAS, the Compensation Committee of the Board of Directors of M.
A. Xxxxx Company ("Compensation Committee") has authorized the
payment of the LTIP Units granted on Award Date ("LTIP Units") to
be made in a combination of cash and shares of Common Stock; and
WHEREAS, the Compensation Committee has authorized an additional
payment of shares of Common Stock subject to certain restrictions,
as an incentive to Recipient to hold the Common Stock issued as
partial payment of the LTIP Units.
NOW THEREFORE, in consideration of the premises and the covenants
contained herein, the sufficiency of which is hereby acknowledged,
the Company and the Recipient agree to amend the Grant of LTIP Units
dated Award Date as follows:
1. The Company shall issue to Recipient Common shares of Common
Stock in partial payment of the LTIP Units ("Award Stock") and
Restricted shares of Common Stock which shall be subject to the
following restrictions ("Restricted Stock"):
(a) During a period ending on the earlier of four (4) years
from the date of issuance of the Award Stock and the Restricted
Stock or the death of the Recipient (the "Restricted Period"),
the Recipient (executor) shall not sell or otherwise dispose of
the Restricted Stock;
(b) The Recipient may sell or otherwise dispose of the Award
Stock at any time; provided however, that if the Award Stock is
sold or otherwise disposed of during the Restricted Period, all
of the Restricted Stock shall be forfeited and canceled upon
such sale or disposition;
(c) The Restricted Stock shall be forfeited and canceled in
the event that the Recipient ceases to be an employee of the
Company or any subsidiary of the Company, except by reason of
permanent disability or retirement under a retirement plan of
the Company or a subsidiary; and
(d) All taxes which the Company is required to collect from
the Recipient as a result of the lapse of restrictions on
transfer of the Restricted Stock must be paid before the stock
certificate evidencing on the Restricted Stock is issued
without restrictions and released to the Recipient or before
the shares of Restricted Stock are transferred by the Company
or its transfer agent.
2. During the Restricted Period the certificate evidencing
Restricted Stock shall be held in escrow by the Company.
3. The certificate evidencing the Restricted Stock shall bear a
notation or legend to the effect that such shares are subject to the
restrictions contained in this Agreement and that they may not be
sold or otherwise disposed of and that no transfer thereof will be
made by the Company or the transfer agent except in accordance with
this Agreement.
4. Other than as restricted herein, the Recipient shall be
entitled to all rights as a stockholder in respect of the Award
Stock and the Restricted Stock including, but not limited to, all
dividends declared and paid on such stock, so long as the Recipient
remains a stockholder of record. After the Restricted Period, the
Recipient or the Recipient's executor, as the case may be, may sell
or otherwise dispose of the Award Stock and the Restricted Stock
without restrictions.
5. Recipient (executor) may pay for taxes imposed at the time of
the lapse of the restrictions on the Restricted Stock by cash or
check. The Company reserves the right to withhold monies otherwise
due Recipient and apply such monies to the payment of taxes. If
Recipient does not pay the taxes due within 90 days of the lapse of
the restriction, the Company may have the certificate evidencing the
Restricted Stock canceled and withhold from the Restricted Stock
such number of shares equal in value to the taxes required to be
paid. The Recipient shall receive a replacement certificate
evidencing the remaining shares without any restriction.
IN WITNESS WHEREOF, the parties have executed duplicate originals of
this Agreement as of the day and year first above written.
M. A. XXXXX COMPANY
________________________ ____________________________
Company Officer Name
Title
