EXHIBIT 10.25
2004 RESTRICTED STOCK AGREEMENT
This 2004 Restricted Stock Agreement is entered into between Xxxxxx'x
Trading Company, Inc., an Indiana corporation ("Company"), and Xxxxx X. Xxxxxx
("Employee"), effective as of March 1, 2004.
Background
A. Company and Employee are parties to an Amended Employment
Agreement, dated August 29, 2003 ("Employment Agreement").
B. Company desires to grant Employee 50,000 shares of unregistered
common stock of Company, effective as of the date hereof, subject to the
conditions set forth in this 2004 Restricted Stock Agreement and subject to
approval by Company's shareholders at Company's next annual meeting scheduled
for May 21, 2004 (the "Annual Meeting").
In consideration of the premises, Company and Employee agree as
follows:
Agreement
1. Subject only to approval by Company's shareholders at the Annual
Meeting, Company grants Employee 50,000 shares of unregistered common stock of
Company, effective as of March 1, 2004, which shares ("2004 Restricted Shares")
shall be subject to the restrictions specified in this 2004 Restricted Stock
Agreement. Company agrees to endeavor to register the 2004 Restricted Shares
within a reasonable time after the grant date specified in the preceding
sentence.
2. Until such time as the 2004 Restricted Shares become vested, Employee
shall not have any right to sell, transfer, pledge, hypothecate, or otherwise
dispose of the 2004 Restricted Shares. Employee represents and warrants to
Company that he shall not sell, transfer, pledge, hypothecate, or otherwise
dispose of the 2004 Restricted Shares in violation of applicable securities laws
or the provisions of this 2004 Restricted Stock Agreement. Except as expressly
provided in this 2004 Restricted Stock Agreement, all non-vested 2004 Restricted
Shares shall be forfeited upon Employee's termination of employment.
3. The 2004 Restricted Share shall vest as follows:
(a) Unless vesting of the 2004 Restricted Shares is accelerated
pursuant to Subsections (b) or (c) below, one-third of the 2004 Restricted
Shares shall become vested on each of the first three anniversaries of the
date hereof, provided Employee is employed on such anniversary date.
(b) If Employee's employment terminates under the circumstances covered
by Section 5(b) or (c) of the Employment Agreement, all 2004 Restricted
Shares granted to Employee shall become fully vested (to the extent not
already vested) upon Employee's termination of employment.
(c) If Employee's employment terminates pursuant to Section 4(c) or
4(d) of the Employment Agreement, all 2004 Restricted Shares granted to
Employee shall become fully vested (to the extent not already vested) upon
Employee's termination of employment.
(d) If a Change in Control (as defined in Section 7 of the Employment
Agreement occurs, all 2004 Restricted Shares granted to Employee shall
become fully vested (to the extent not already vested), effective as of the
date on which such Change in Control occurs.
4. Employee represents and warrants to Company that he is acquiring the
2004 Restricted Shares for his own account for investment and not with a view to
or for resale in connection with any distribution of the 2004 Restricted Shares
and that he has no present intention of distributing or reselling the 2004
Restricted Shares. Employee acknowledges that the certificate or certificates
representing the 2004 Restricted Shares shall bear an appropriate legend
relating to restrictions on transfer.
IN WITNESS WHEREOF, Company and Employee have executed this Agreement,
effective as of the date specified in the first paragraph hereof.
EMPLOYEE XXXXXX'X TRADING COMPANY, INC.
/s/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXXXX
-------------------------------- ----------------------------------
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx
Chairman of the Board
March 01, 2004 March 01, 2004
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(Date) (Date)
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