Contract
EXHIBIT
10.6
2003
NON-EMPLOYEE DIRECTORS EQUITY PLAN
This
Restricted Stock Agreement (the “Agreement”) is made as of _________ (the “Grant
Date”) between KAYDON CORPORATION, a Delaware corporation (the “Company”),
and(“Grantee”). Pursuant to the Kaydon Corporation 2003 Non-Employee
Directors Equity Plan (the “Plan”) the Grantee has been granted shares of common
stock of the Company, subject to the terms and conditions contained in this
Agreement and in the Plan. Capitalized terms not otherwise defined
herein shall have the meanings given to them in the Plan.
1. Grant of Restricted
Stock. The Company grants to Grantee, and Grantee accepts,
_________shares of $0.15 par value common stock of the Company, subject to the
terms and conditions of this Agreement (the “Restricted
Stock”). Grantee acknowledges receipt of a copy of the Prospectus for
the Plan.
2. Restrictions on and Forfeiture of
Restricted Stock. The Company awards the Restricted Stock to
Grantee subject to the restrictions described below.
(a) Unless
the Compensation Committee (the “Committee”) of the Company’s Board of Directors
otherwise consents or the Plan otherwise explicitly provides, Grantee will not
sell, exchange, transfer, pledge, or otherwise dispose of any shares of the
Restricted Stock at any time, whether voluntarily or involuntarily, by operation
of law or otherwise. If Grantee violates this restriction, Grantee’s
right to shares of Restricted Stock remaining subject to restrictions will
immediately cease and terminate and Grantee will immediately forfeit and
surrender all shares of Restricted Stock that are still subject to restrictions
or which have not yet vested to the Company. This restriction on
transferability must lapse before Grantee will receive any stock under this
Agreement.
(b) Except
as otherwise determined by the Committee, if the Grantee incurs a Termination of
Service other than by reason of death, Disability or Retirement, all shares of
Restricted Stock which are still subject to the foregoing restriction on
transferability shall, upon such Termination of Service, be forfeited and
transferred back to the Company. In addition, if the Grantee
continues to hold Restricted Stock following his or her Termination of Service
due to his or her Retirement, the shares of Restricted Stock which remain
subject to the foregoing restriction on transferability shall nonetheless be
forfeited and transferred back to the Company if the Committee at any time
thereafter determines that the Grantee has engaged in any activity detrimental
to the interests of the Company.
3. Lapse of
Restrictions. The restrictions on transferability shall lapse
with respect to all shares of Restricted Stock on the January 5th
following the Grant Date. The lapse of restrictions on
transferability shall also be accelerated as provided in Section 5.
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4. Delivery of
Shares. At the time all restrictions have lapsed with respect
to shares of Restricted Stock, the Company shall deliver the shares as to which
such restrictions have lapsed as follows:
(i) if
an assignment to a trust has been made, to such trust; or
(ii) if
the restriction on transferability has expired by reason of death and a
beneficiary has been designated in a form approved by the Company, to the
beneficiary so designated; or
(iii) in
all other cases, to the Grantee or the legal representative of the Grantee’s
estate.
5. Acceleration of Lapsing Only Upon
Death or Disability. Notwithstanding the provisions of Section
3, if the Grantee incurs a Termination of Service due to death or Disability, or
if the Grantee dies following a Termination of Service due to Retirement, then
all restrictions in effect at the date of such Termination of Service or at such
date of death shall immediately lapse and all shares shall be free of, and no
longer subject to, any restrictions.
(a) Retirement. If
the Grantee incurs a Termination of Service due to Retirement, any restrictions
on shares of Restricted Stock remaining at the time of Retirement shall continue
in effect and shall lapse as provided in Section 3.
6. Tax
Withholding. The Company shall have the right to require the
Grantee to make adequate provision for any federal, state, local or foreign
taxes, if any, required by law to be withheld by the Company with respect to the
income realized by such director as a result of the lapsing of restrictions with
respect to shares of Restricted Stock. The Company shall have no
obligation to deliver shares of Stock that were previously Restricted Stock
until the Company’s tax withholding obligations have been
satisfied.
7. Change in
Control. In the event of a Change in Control, all restrictions
relating to any shares of Restricted Stock shall lapse and be of no further
effect, as of the date thirty (30) days prior to the date of the Change in
Control. The lapsing of the restriction on transferability with
respect to shares of Restricted Stock that results solely by reason of this
Section 7, shall be conditioned upon the consummation of the Change in
Control.
8. Issuance of
Stock. The issuance or delivery of any shares of stock upon
the lapsing of restrictions on Restricted Stock may be postponed by the Company
for any period required to comply with any applicable requirements under the
federal securities laws, any applicable listing requirement of the NYSE or any
other requirements of applicable laws or regulations. The Company is
not obligated to deliver or issue any shares of stock if such delivery or
issuance would constitute a violation of any provision of any law or regulation
or any rule of the NYSE. So long as the Company’s stock is listed on
the NYSE, issuance of any shares of Restricted Stock, is conditioned on such
shares to be issued also being listed on the NYSE. In addition, if at
any time counsel to the Company is of the opinion that the sale or issuance of
shares of Restricted Stock is or may be unlawful under the circumstances, the
Company shall have no obligation to make such sale or issuance.
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9. Rights as a
Shareholder. Grantee will have certain rights as a shareholder
with respect to the Restricted Stock, including but not limited to the right to
vote the Restricted Stock at shareholders’ meetings, the right to receive,
without restriction, all cash dividends paid with respect to the Restricted
Stock, and the right to participate with respect to the Restricted Stock in any
stock dividend, stock split, recapitalization, or other adjustment in the
capital stock of the Company, or any merger, consolidation, or other
reorganization involving an increase, decrease, or adjustment in the capital
stock of the Company.
10. Substitute
Shares. Any shares or other security received as a result of
any stock dividend, stock split, or reorganization will be subject to the same
terms, conditions, and restrictions as those relating to the Restricted Stock
granted under this Agreement.
11. Registration. Certificates
for the shares of stock evidencing the Restricted Stock will not be issued but
the shares will be registered in Grantee’s name in book entry form as soon as
administratively feasible after Grantee’s acceptance of this
Agreement.
12. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.
13. Binding Effect and
Amendment. This Agreement is the entire agreement between the
parties and will be binding upon, and will inure to the benefit of, the parties
to this Agreement and their respective heirs, successors, and assigns, and may
be modified only by a writing signed by the parties.
Executed
this ___ day of _____, 20__.
| KAYDON CORPORATION | GRANTEE | |||
| By: | ||||
| Its: | Print Name: | |||
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