Exhibit 99.1
SALTON, INC.
2001 EMPLOYEE STOCK OPTION PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement ("Agreement") awards you
Shares of the common stock of Salton, Inc. (the "Company") as Restricted Stock
pursuant to the Salton, Inc. 2001 Employee Stock Option Plan (the "Plan") on the
terms and conditions set forth below:
OVERVIEW OF RESTRICTED STOCK AWARD
Name of Grantee ("you"): __________________
Date of Grant: __________________
Number of Shares of Restricted Stock __________________
Vesting Schedule:
Date: Cumulative Number
of Shares Vesting
_________________ ______________
_________________ ______________
TERMS AND CONDITIONS OF AWARD
1. Form of Award. This is a Restricted Stock Award, with your Shares
evidenced by a stock certificate or certificates to be registered in your name
but bearing an appropriate legend referring to the terms, conditions and
restrictions of this Award and held in escrow by the Company during the period
(the "Period of Restriction") prior to the date(s) the Shares become vested as
set forth in the Vesting Schedule above. During the Period of Restriction, the
Shares shall be subject to the transfer restrictions of paragraph 2 below and to
forfeiture upon certain Terminations of Employment as provided in paragraph 3
below. Upon lapse of the Period of Restriction your unrestricted ownership of
such Shares which have not been forfeited shall be evidenced by delivery to you
of certificate(s) for the Share(s) without such restrictive legend or in such
other manner as the Committee deems appropriate.
2. Transfer Restrictions. During the Period of Restriction you may
not transfer, negotiate, pledge, or assign your Shares of Restricted Stock,
whether by operation of law or otherwise, and your Shares of Restricted Stock
shall not be subject to execution, attachment or similar process; except that
(a) you may transfer your Shares of Restricted Stock upon death pursuant to your
will or under the applicable laws of descent and distribution, and (b) you may
designate, in writing delivered to the Committee during your lifetime in a form
acceptable to the Committee, a beneficiary to receive your Shares of Restricted
Stock pursuant to Section 12(a) of the Plan.
The Period of Restriction shall lapse, and the Shares shall become
freely transferable, on the dates and for the number of Shares set forth in the
Vesting Schedule above or upon death, disability or retirement as provided in
paragraph 3 below; subject to generally applicable rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable Federal or state securities
law, as provided in Section 15(c) of the Plan.
3. Forfeiture on Certain Terminations of Employment. Upon a
Termination of Employment other than by reason of death, disability (as
determined by the Committee) or retirement after the age of 62 during the Period
of Restriction, all Shares of Restricted Stock that have not become vested
pursuant to the Vesting Schedule above 1 shall be forfeited by you and
reacquired by the Company; and you shall sign any document and take any other
action required to assign such Shares back to the Company.
As a condition of this Restricted Stock Award you shall execute a
Stock Power in the form of the stock power attached as Exhibit A, assigning the
Shares of Restricted Stock back to the Company, which Stock Power shall be held
in escrow by the Company and used only in the event of the forfeiture of any of
the Shares of Restricted Stock.
Upon a Termination of Employment by reason of death, disability (as
determined by the Committee) or retirement after age of 62 during the Period of
Restriction, notwithstanding the Vesting Schedule above, the Period of
Restriction shall terminate as to all Shares of Restricted Stock and such Shares
shall become fully vested.
4. Dividends. If during the Period of Restriction (a) cash dividends
are paid on the Shares of Restricted Stock, the Company will make an annual
payment to you, in the form of compensation, not later than March 15 of the year
following the year in which such dividends were paid, in an amount equivalent to
such cash dividends with respect to such Shares of Restricted Stock which have
not been forfeited, or, at the Company's sole discretion, make such payments at
the time such dividends are paid; and (b) dividends on Shares are paid in
Shares, you shall be credited with additional Shares of Restricted Stock in
respect of such additional Shares, which shall be subject to the same
restrictions and terms and conditions of the Plan and this Agreement as the
Shares of Restricted Stock with respect to which they were credited.
5. Voting. During the Period of Restriction you shall be entitled to
vote the Shares of Restricted Stock which have not been forfeited.
6. Other Rights as Shareholder. Except as otherwise provided in this
Agreement you shall be entitled to all rights of a shareholder of the Company
with respect to your Shares of Restricted Stock upon the making of this
Restricted Stock Award.
7. Tax Withholding. Unless otherwise elected by you as provided
below, the Company shall withhold from your Shares of Restricted Stock the
amount of withholding taxes due with respect to the Award when taxes are to be
withheld in connection with the grant of this Award (if you make an election (a
"Section 83(b) Election") under Section 83(b) of the Internal Revenue Code of
1986) or upon the lapse of restrictions on your Shares of Restricted Stock (if
you do not make a Section 83(b) Election) You will advise the Company promptly
if you make
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a Section 83(b) Election. The date on which tax is required to be
withheld (depending on the making or not making of a Section 83(b) election) is
referred to as the "Tax Date."
You may elect to make payment for the withholding of federal, state
and local taxes, including Social Security and Medicare ("FICA") taxes, up to
your marginal tax rate, by one or both of the following methods:
(a) delivering part or all of the payment in previously-owned Mature
Shares (which shall be valued at their Fair Market Value on the Tax Date);
(b) requesting the Company to withhold from those Shares that would
otherwise be received upon the lapse of restrictions on Restricted Stock, a
number of Shares having a Fair Market Value on the Tax Date equal to the amount
to be withheld.
An election by you under this paragraph 7 is irrevocable. Any
fractional share amount and any additional withholding not paid by the
withholding or surrender of Shares must be paid in cash.
Notwithstanding any such election the Company may withhold such
withholding taxes from any other amount owing to you from the Company (whether
or not for the payment of compensation or otherwise) or take such other action
as may be necessary in the opinion of the Committee to satisfy the Company's
obligations for the withholding of such taxes.
8. Administration. The Committee shall have the power to construe
and interpret this Agreement and to adopt such rules for the administration,
interpretation and application of the Agreement as are consistent therewith and
to interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Committee shall be final and binding upon you,
the Company and all other interested persons.
9. Notices. Any notice to be given under the terms of this Agreement
to the Committee or the Company shall be addressed to the Committee in care of
the Secretary of the Company, and any notice to be given to the you shall be
addressed to you at your last known home address recorded in the personnel files
of the Company. By a notice given pursuant to this paragraph, either you or the
Committee may designate a different address for notices. Any notice which is
required to be given to you after your death shall be given to your personal
representative if such representative has previously informed the Company of his
or her status as such and address by written notice under this Section. Any
notice shall have been deemed duly given upon receipt.
10. No Employment Rights. Nothing in this Agreement shall give you
any right to continue as an employee of the Company or its Affiliates nor
interfere in any way with the right of the Company or its Affiliates to
terminate your employment or change your compensation at any time. Your benefits
under this Award Agreement shall not be deemed to be compensation for purposes
of any other plan or arrangement of the Company in which you participate unless
otherwise expressly provided in such plan or arrangement.
11. Headings. Headings are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.
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12. Amendment. This Agreement may be amended by a written instrument
executed on behalf of the Committee by the Company to which you have given your
written consent; provided that your consent shall not be required for any
amendment required to comply with securities, tax or other laws, or any or
change of control, recapitalization or similar adjustment permitted by Sections
13 or 15(h) of the Plan.
13. Severability. If all or any part of this Agreement or the Plan
is declared by any court or governmental authority to be unlawful or invalid,
such unlawfulness or invalidity shall not serve to invalidate any portion of
this Agreement or the Plan not declared to be unlawful or invalid. Any Section
or part of a Section so declared to be unlawful or invalid shall, if possible,
be construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful and
valid.
14. Governing Law. The law of the State of Delaware except its law
with respect to choice of law, shall be controlling in all matters relating to
this Agreement.
15. Plan. This Agreement is subject to the terms of the Plan, which
is incorporated into this Agreement by this reference, and which describes your
rights and the conditions and limitations affecting those rights. By your
signature to this Agreement you acknowledged that you have received a copy of
the Plan. Together, the Plan and this Agreement state all of the rights and
obligations of you and the Company concerning this Restricted Stock Award. If
there is any inconsistency between this Agreement and the Plan, the Plan shall
govern. Unless defined otherwise, all capitalized terms in this Agreement shall
have the same meaning as defined in the Plan.
The Award represented by this Agreement is not valid unless you sign
this Agreement. Please acknowledge your Award and this Agreement, and your
agreement to abide by the provisions of the Plan as amended and this Agreement,
by signing below and returning a copy of the entire Agreement, with your
signature below and on the Stock Power attached as Exhibit A, to the Committee
in care of the Secretary of the Company.
AGREEMENT AND ACKNOWLEDGMENT
By signing a copy of this Agreement and returning it to the
Committee in care of the Secretary of the Company, I acknowledge that I have
read this Agreement and the Plan, and that I fully understand all of my rights
under the Plan, as well as all of the terms and conditions which may limit my
eligibility to receive and to vest in Restricted Stock. Without limiting the
generality of the preceding sentence, I understand that my right to vest in the
Shares of Restricted Stock is conditioned upon my continued employment with
Salton, Inc. or its eligible Affiliates through the end of the applicable Period
of Restrictions as set forth above in this Agreement.
____________________________
Grantee
Dated: _______________
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Exhibit 99.1
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto Salton, Inc., a Delaware corporation, _____shares of Common Stock
of Salton, Inc. standing in the name of the undersigned on the books of Salton,
Inc., represented by certificate number ___ and do and hereby irrevocably
appoint ____________________ to transfer the said stock on the books of Salton,
Inc. with full power of substitution in the premises.
This Stock Power is given pursuant to and governed by the Salton,
Inc. 2001 Employee Stock Option Plan and that certain Restricted Stock Award
Agreement between Salton, Inc. and the undersigned of even date herewith.
__________________________
Grantee
Dated: _______________