RESTRICTED STOCK GRANT NOTICE AND AGREEMENT
EXHIBIT 99.2
Polypore International, Inc. (the “Company”), pursuant to its 2007 Stock
Incentive Plan (amended and restated effective as of May 12,
2011) (the “Plan”), hereby
grants to Holder the number of shares of the Restricted Stock set forth below. The Restricted
Stock is subject to all of the terms and conditions as set forth herein, as well as the terms and
conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms
not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of
a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this
Restricted Stock Grant Notice and Agreement (this “Grant Notice”), the Plan shall govern
and control.
Holder: |
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Date of Grant: |
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Number of Shares of
Restricted Stock: |
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Vesting Commencement Date: |
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Vesting Schedule: |
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Termination of Service:
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Section 7(d) of the Plan regarding termination of service is incorporated herein by reference and made a part hereof. | |
Additional Terms:
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• The transfer restrictions
described in Section 7(b) of the Plan are
incorporated herein by reference and made
a part hereof. |
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• The Restricted Stock granted
hereunder shall be registered in the
Holder’s name on the books of the Company,
but the certificates evidencing such
Restricted Stock shall be retained by the
Company while the Restricted Stock remains
unvested, and for such additional time as
the Committee determines appropriate. Any
certificates representing the vested
Restricted Stock delivered to the Holder
shall be subject to such stop transfer
orders and other restrictions as the
Committee may deem advisable under the
rules, regulations, and other requirements
of the Securities and Exchange Commission,
any stock exchange upon which such shares
are listed, and any applicable federal or
state laws, and the Committee may cause a
legend or legends to be put on any such
certificates to make appropriate reference
to such restrictions as the Committee
deems appropriate. |
• The Holder shall be the record
owner of the shares of Restricted Stock
until or unless such Restricted Stock is
forfeited or repurchased, as provided in
Section 7(d) of the Plan, and as record
owner shall generally be entitled to all
rights of a Stockholder with respect to
the Restricted Stock; provided, however,
that the Company will retain custody of
all dividends and distributions, if any
(“Retained Distributions”), made or
declared on the Restricted Stock (and such
Retained Distributions shall be subject to
forfeiture and the same restrictions,
terms and vesting and other conditions as
are applicable to the Restricted Stock)
until such time, if ever, as the
Restricted Stock with respect to which
such Retained Distributions shall have
been made, paid or declared shall have
become vested, and such Retained
Distributions shall not bear interest or
be segregated in a separate account. As
soon as practicable following each
applicable vesting date any applicable
Retained Distributions shall be delivered
to the Holder. |
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• Upon vesting of the Restricted
Stock (or such other time that the
Restricted Stock is taken into income),
Holder will be required to satisfy
applicable withholding tax obligations, if
any, as provided in the Plan. |
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• This Grant Notice does not confer
upon the Holder any right to continue as
an employee or service provider of the
Company or its Affiliates. |
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• This Grant Notice shall be
construed and interpreted in accordance
with the laws of the State of Delaware,
without regard to the principles of
conflicts of law thereof. |
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THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN, AND, AS AN EXPRESS
CONDITION TO THE GRANT OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS GRANT
NOTICE AND THE PLAN.
POLYPORE INTERNATIONAL, INC. | HOLDER | |||||||
By: |
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Title: |
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