DYNAMIC MATERIALS CORPORATION
2006 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
(For Non-Employee Directors)
Notice of Restricted Stock Grant
Dynamic Materials Corporation (the "Company") grants to the Grantee named below,
in accordance with the terms of the Dynamic Materials Corporation 2006 Stock
Incentive Plan (the "Plan") and the Restricted Stock Award Agreement attached
hereto (the "Agreement"), the following number of Shares of Restricted Stock
(the "Restricted Stock") on the terms set forth below:
GRANTEE:
TOTAL NUMBER OF
SHARES OF RESTRICTED
STOCK GRANTED:
DATE OF GRANT:
PERIOD OF Subject to the Plan and the Agreement
RESTRICTION: attached hereto, the Period of Restriction
shall lapse, and the Restricted Stock shall
vest and become free of the forfeiture and
transfer restrictions contained in the
Agreement on the later of the date of the
Company's first Annual Meeting of the
Stockholders held after the Date of Grant
or one year after the Date of Grant.
The Grantee acknowledges receipt of a copy of the Plan and represents that he or
she is familiar with the terms and provisions thereof, and hereby accepts the
Agreement attached hereto subject to all of the terms and provisions thereof.
The Grantee has reviewed the Plan and the Agreement in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing the Agreement
and fully understands all provisions of the Agreement. The Grantee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Committee upon any questions arising under the Plan or this Agreement. The
Grantee further agrees to notify the Company upon any change in the residence
address indicated below.
GRANTEE: DYNAMIC MATERIALS CORPORATION:
_______________________________ By:____________________________
Date:__________________________ Title:_________________________
Address:_______________________ Date:__________________________
_______________________
Restricted Stock Award Agreement
Section 1. Grant of Restricted Stock. The Company hereby grants to the
Grantee the Restricted Stock set forth in the Notice of Restricted Stock Grant,
subject to the terms, definitions and provisions of the Plan and this Agreement.
All terms, provisions, and conditions applicable to the Restricted Stock set
forth in the Plan and not set forth herein are incorporated by reference. To the
extent any provision hereof is inconsistent with a provision of the Plan, the
provisions of the Plan will govern. All capitalized terms that are used in this
Agreement and not otherwise defined herein shall have the meanings ascribed to
them in the Plan.
Section 2. Termination of Service. If the Grantee's service as a Director
is terminated for any reason the Grantee shall, for no consideration, forfeit to
the Company the Shares of Restricted Stock to the extent such Shares are subject
to a Period of Restriction at the time of such termination of service.
Section 3. Non-Transferability of Restricted Stock. Except as otherwise
provided in the Plan and this Agreement or as determined by the Committee, the
Grantee may not sell, assign, pledge, exchange, transfer, hypothecate or
encumber any Shares of Restricted Stock until the Period of Restriction set
forth in the Notice of Restricted Stock Grant shall lapse.
Section 4. Entire Agreement. The Plan is incorporated herein by reference.
The Plan and this Agreement constitute the entire agreement of the parties with
respect to the Shares of Restricted Stock and may not be modified adversely to
the Grantee's interest except by means of a writing signed by the Company and
the Grantee.
Section 5. Custody. As soon as practicable following the Date of Grant, the
Shares of Restricted Stock shall be registered in the Grantee's name in
certificate or book-entry form. If a certificate is issued, it shall bear an
appropriate legend referring to the restrictions and it shall be held by the
Company, or its agent, on behalf of the Grantee until the Period of Restriction
has lapsed. If the Shares are registered in book-entry form, the restrictions
shall be placed on the book-entry registration. The Grantee may be required to
execute and return to the Company a blank stock power for each Restricted Stock
certificate (or instruction letter, with respect to Shares registered in
book-entry form), which will permit transfer to the Company, without further
action, of all or any portion of the Restricted Stock that is forfeited in
accordance with this Agreement.
Section 6. Voting Rights and Dividends. Except for the transfer
restrictions, and subject to such other restrictions, if any, as determined by
the Committee, the Grantee shall have all other rights of a holder of Shares,
including the right to receive dividends paid (whether in cash or property) with
respect to the Restricted Stock and the right to vote (or to execute proxies for
voting) such Shares. Unless otherwise determined by the Committee, if all or
part of a dividend in respect of the Restricted Stock is paid in Shares or any
other security issued by the Company, such Shares or other securities shall be
held by the Company subject to the same restrictions as the Restricted Stock in
respect of which the dividend was paid.
Section 7. Release of Restrictions. Upon the lapse of the Period of
Restriction, the Shares of Restricted Stock will be released from the
restrictions. The Company or its designee will notify the Grantee in advance of
the release of the restrictions and make arrangements for the form in which the
released Shares will be issued to the Grantee.
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Section 8. Miscellaneous Provisions.
(a) Notice. Any notice required by the terms of this Agreement shall
be given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. Notice shall be addressed to the Company at its
principal executive office and to the Grantee at the address that he or she most
recently provided in writing to the Company.
(b) Securities Laws. Upon the acquisition of any Shares pursuant to
settlement of Restricted Stock, the Grantee shall make or enter into such
written representations, warranties and agreements as the Committee may
reasonably request in order to comply with applicable securities laws or with
this Agreement.
(c) Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS
OR CHOICE OF LAW RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER CONSTRUCTION OR
INTERPRETATION OF THIS AGREEMENT TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.
(d) Modification or Amendment. This Agreement may only be modified or
amended by written agreement executed by the parties hereto; provided, however,
that the adjustments permitted pursuant to Section 18 and 20(b) of the Plan or
as required by any applicable law may be made without such written agreement.
(e) Severability. In the event any provision of this Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of this Agreement, and this Agreement shall
be construed and enforced as if such illegal or invalid provision had not been
included.
(f) Counterparts. This Agreement may be executed in two or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(g) References to Plan. All references to the Plan shall be deemed
references to the Plan as may be amended.
(h) Headings. The captions used in this Agreement are inserted for
convenience and shall not be deemed a part of this Agreement for construction or
interpretation.
(i) Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by the Grantee or by the Company forthwith to the
Board or the Committee, which shall review such dispute at its next regular
meeting. The resolution of such dispute by the Board or the Committee shall be
final and binding on all persons.
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