XXXXXXXX'X INTERNATIONAL, INC
AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
(Officer Participants in the Executive Retirement Plan)
This Restricted Stock Award Agreement ( the "Agreement") is made this (DATE)
with (NAME) (the "Grantee") and evidences the grant by Xxxxxxxx'x International,
Inc. (the "Company") of a Restricted Stock Award (the "Award") to the Grantee on
the date hereof (the "Grant Date"). By executing this Agreement, the Grantee
agrees to be bound in accordance with the provisions of the Xxxxxxxx'x
International, Inc. Amended and Restated 1995 Equity Incentive Plan (the
"Plan"). Defined terms used but not defined herein shall have the same meaning
as used in the Plan.
1. Shares Awarded and Restrictions on Shares. The Grantee is hereby
awarded (NUMBER OF SHARES) shares of the Company's common stock,
$.01 par value (the "Restricted Shares"), which are subject to
forfeiture and to the restriction on the rights of sale and transfer
set forth in this document and further subject to the terms and
conditions of the Plan, the provisions of which are hereby
incorporated in this document by reference.
2. Sale or Transfer Restrictions. Except as provided in Paragraph 6
below, all Restricted Shares shall be held by the Grantee without the
rights of sale or transfer, and subject to forfeiture as provided in
Paragraph 3 below; provided, however, that such restrictions shall
lapse as of (vesting date(s)).
3. Employment Requirement. Except as provided in Paragraph 6 below, in
the event the Grantee's employment with the Company or any of its
Affiliates terminates prior to the dates specified in Paragraph 2,
above, any portion of the Restricted Shares which remains restricted
will be forfeited by the Grantee and become the property of the
Company. For purposes of this document, an authorized leave of absence
(authorized by the Company to the Grantee in writing) shall not be
deemed a termination of employment hereunder.
4. Issuance of Restricted Shares. Restricted Shares will be issued in the
name of the Grantee and shall be held in escrow by the Company in
accordance with the terms of the Plan. When the prohibited sale and
transfer restrictions lapse under Paragraph 2, above, with respect to
all or a portion of the Restricted Shares, provided the Restricted
Shares have not been forfeited under Paragraph 3, above, the Company
shall deliver to the Grantee the stock certificate for the Restricted
Shares or such portion thereof. The Company is not acting as a
fiduciary and has no obligations other than as set forth in the Plan
and this Award. The Company may cancel the Restricted Shares if
forfeited hereunder and the Grantee shall deliver herewith any
instrument requested by the Company to effect such cancellation.
5. Voting and Other Rights of Restricted Shares. Upon the issuance of the
Restricted Shares, the Grantee shall have all of the rights of a
stockholder of the Company, including the right to receive dividends
and to vote the Restricted Shares until the date as of which such
shares may have been forfeited to the Company as provided in Paragraph
3 above. Notwithstanding the foregoing, in the event of any stock
dividend, stock split, division of shares or other corporate structure
change which results in the issuance of additional shares with respect
to Restricted Shares prior to the date as of which the certificate for
such Restricted Shares is to be delivered to the Grantee, such shares
shall be held by the Company and shall become Restricted Shares.
6. Acceleration of Release of Restrictions.
(a) The forfeiture and prohibited sale and transfer restrictions
on the Restricted Shares shall immediately lapse on the
earliest of the following:
(i) The Grantee's date of death; or
(ii) The Disability of the Grantee.
(b) Upon Retirement of the Grantee, the effect on the Restricted
Shares shall be as set forth in the terms of the Company's
Executive Retirement Plan. "Retirement" shall mean the
satisfaction of all conditions necessary for the Grantee to
become entitled to receive benefits under the Company's
Executive Retirement Plan.
7. Taxes. The Grantee will be solely responsible for any federal, state
or local income taxes imposed in connection with the granting of the
Restricted Shares or the delivery of such shares pursuant thereto, and
the Grantee authorizes the Company or any Affiliate to make any
withholding for taxes which the Company or any Affiliate deems
necessary or proper in connection therewith. Upon recognition of
income by the Grantee with respect to the Award hereunder, the Company
shall withhold taxes pursuant to Section 13 of the Plan. The Grantee
may elect to satisfy any tax withholding obligation of the Company by
having a portion of the Restricted Shares otherwise deliverable
withheld in accordance with Section 13 of the Plan. In the event the
Grantee has not made appropriate elections or otherwise followed the
procedures required by the Company for satisfaction of the tax
withholding obligation, the Company shall withhold Restricted Shares
in accordance with Section 13 of the Plan.
8. Changes in Circumstances. It is expressly understood and agreed that
the Grantee assumes all risks incident to any change hereafter in the
applicable laws or regulations or incident to any change in the market
value of the Restricted Shares after the date hereof.
9. No Conflict. In the event of a conflict between this Award and the
Plan, the provisions of the Plan shall govern.
10. Governing Law. This award shall be governed under the laws of the
State of Kansas.
11. Change of Control. The effect of a Change in Control shall be as set
forth in either the Change in Control and Noncompete Agreement entered
into between Grantee and Company, or, in the event Grantee has not
entered into a Change in Control and Noncompete Agreement, the
Grantee's employment agreement with the Company. In the event the
Grantee has not entered into either a Change in Control and Noncompete
Agreement or an employment agreement with the Company (or Grantee has
entered into an agreement but such agreement does not address the
effect of a Change in Control on this Agreement), the effect of a
Change in Control shall be as set forth in the Plan.
XXXXXXXX'X INTERNATIONAL, INC
_____________________________________________
By: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
ACKNOWLEDGEMENT
The undersigned Grantee acknowledges that he or she understands and
agrees to be bound by each of the terms and conditions of this Agreement.
_____________________________________________
Name of Grantee
