EXHIBIT 10.2
RESTRICTED STOCK GRANT AGREEMENT
THIS AGREEMENT is made and entered into as of May 1, 1997, by and between
SILVERADO FOODS, INC., an Oklahoma corporation (the "Company"), and XXXXXXX X.
XXXXX ("Grantee").
WITNESSETH:
In consideration of the presently existing relationship between the Company
and Grantee and services previously rendered by Grantee to the Company, and as
an additional inducement to Grantee to continue his efforts on behalf of the
Company and in order to provide a means for Grantee to acquire a proprietary
interest in the Company, it is agreed between the Company and Grantee as
follows:
1. Restricted Stock Grant. The Company hereby grants to Grantee, subject
to the provisions hereinafter contained, 50,000 shares of the Company's common
stock, par value $0.01 per share (the "Restricted Stock"). Except as otherwise
provided in this Agreement, Grantee shall be entitled to all the rights of
absolute ownership of the Restricted Stock, including the right to vote such
stock and to receive dividends therefrom if, as, and when declared by the
Company's Board of Directors.
2. Possession of Certificates. The company shall issue a certificate for
the Restricted Stock in Grantee's name and shall retain that certificate for the
period during which the restrictions described in Section 3 are in effect.
Grantee shall execute and deliver to the Company a stock power in blank for the
Restricted Stock. Grantee hereby agrees that the Company shall hold the
certificate for the Restricted Stock and the related stock power pursuant to the
terms of this Agreement until such time as the restrictions described in Section
3 lapse and the Restricted Stock becomes vested or the Restricted Stock is
canceled pursuant to the terms of Section 3.
3. Restrictions. The grant of the Restricted Stock shall be subject to
the following terms and conditions:
(a) Restriction on Non-Vested Restricted Stock. Shares of non-vested
Restricted Stock awarded to Grantee may not be sold, transferred, pledged,
hypothecated, encumbered, or otherwise alienated in any manner, whether
voluntarily, by operation of law or otherwise, until Grantee becomes vested
in those shares.
(b) Vesting of Restricted Stock. Grantee's rights to the shares of
Restricted Stock awarded to him shall vest in accordance with the following
schedule:
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Percentage of
Date Shares Vested
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August 1, 1997 12.5%
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November 1, 1997 25%
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March 1, 1998 37.5%
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May 1, 1998 50%
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August 1, 1998 62.5%
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November 1, 1998 75%
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March 1, 1999 87.5%
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May 1, 1999 100%
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(c) Forfeiture. Shares of non-vested Restricted Stock awarded to
Grantee will be forfeited if Grantee's employment with the Company is
terminated for any reason other than Employee's death or permanent
disability which results in a termination of Grantee's employment with the
Company.
(d) Death or Disability. At the time and on the date of Grantee's (i)
death while employed by the Company or (ii) permanent disability resulting
in termination of employment with the Company, and prior to the date
Grantee otherwise becomes fully vested in all the Restricted Stock awarded
to Grantee, 100% of the shares of Restricted Stock awarded to Grantee will
become fully vested and all restrictions of this Section 3 placed on each
share of Restricted Stock shall lapse. Grantee or Grantee's estate,
personal representative or beneficiary, as the case may be, shall have full
rights with respect to such vested Restricted Stock subject to applicable
state and federal laws and regulations.
4. Taxes. Grantee shall pay to the Company upon notification of the
amount due, and prior to or concurrently with the issuance or delivery of a
certificate for shares of Restricted Stock, any amount necessary to satisfy
applicable federal, state or local taxes required to be withheld by the Company.
5. Investment Representation. Grantee hereby represents and warrants
that the shares of Restricted Stock awarded to him are being acquired for
investment purposes only and without any present intention to sell or distribute
such shares. Grantee acknowledges that the issuance of the shares of Restricted
Stock will not be registered under the federal or any applicable state
securities acts and may not be resold or otherwise transferred except pursuant
to a registration statement which has been declared effective under the
Securities Act of 1933, as amended, and any applicable state securities act or
in a transaction which, in the opinion of counsel acceptable to the Company, is
exempt from the
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registration requirements of such acts, and Grantee further agrees that the
certificates evidencing such Restricted Stock may bear an appropriate legend to
such effect. The certificate for the Restricted Stock shall also bear a legend
referring to the terms of this Agreement. Any attempt to dispose of the
Restricted Stock in contravention of the terms of this Agreement shall be
ineffective.
6. Anti-Dilution. In the event that (i) the number of outstanding shares
of the common stock of the Company shall be changed by reason of a merger,
consolidation, reorganization, recapitalization, stock dividend, "split-up" or
other change in the corporate structure or capitalization of the Company, or
(ii) the common stock of the Company is converted into or exchanged for other
shares as a result of any merger or consolidation (including a sale of assets)
or other recapitalization, the number of shares of Restricted Stock shall be
subject to appropriate adjustments to reflect such change.
7. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, executors,
administrators, trustees, successors and assigns.
8. Entire Agreement. This Agreement constitutes the entire agreement
between the Company and Grantee in respect of the subject matter and may not be
amended or modified in any manner except by instrument in writing signed by both
parties hereto.
EXECUTED as of the day and year first above written.
"COMPANY"
SILVERADO FOODS, INC.
By:_______________________
Name:_____________________
Title:____________________
"GRANTEE"
__________________________
Xxxxxxx X. Xxxxx
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