EXHIBIT 10(k)
RESTRICTED STOCK AGREEMENT
PURSUANT TO THE TERMS OF THE
IMPERIAL XXXXX CORPORATION
STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1997)
GRANT DATE: MAY 1, 1997
1. GRANT OF RESTRICTED STOCK. On May 1, 1997 (the "Grant Date"),
Imperial Xxxxx Corporation, a Texas corporation ("Company"), hereby grants to
_______________ ("Grantee") all rights, title and interest in the record and
beneficial ownership of _________________ (_______) shares of the common stock,
no par value per share, of the Company (the "Restricted Shares"). The Restricted
Shares are granted pursuant to the Imperial Xxxxx Corporation Stock Incentive
Plan, as amended and restated effective May 1, 1997 (the "Plan"), and are
subject to this Agreement and the Plan. By execution of this Agreement, Grantee
agrees to be bound by the terms and provisions of this Agreement and the Plan.
All capitalized terms have the meanings set forth in the Plan unless
otherwise specifically defined herein. All section references herein pertain to
sections of this Agreement unless otherwise specifically provided.
2. CUSTODY OF RESTRICTED SHARES. The Restricted Shares shall be issued
and registered in the name of the Grantee and held, together with a stock power
endorsed in blank, by the Chairman of the Executive Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of the Company or his
designee. The grant of Restricted Shares shall constitute an immediate transfer
of the record and beneficial ownership of such shares to the Grantee; however,
the Restricted Shares shall not be transferable by the Grantee until such time
as the restrictions on their transfer imposed by the terms hereof have expired
and such shares are delivered to or on behalf of the Grantee pursuant to Section
7. No interest, right or benefit in any Restricted Shares shall in any manner be
liable for or subject to any debts, obligations, contracts, liabilities or torts
of the Grantee until such time as the shares have been delivered pursuant to
Section 7. Until such time as the Restricted Shares have been delivered pursuant
to Section 7, the shares may not be transferred, pledged, hypothecated or
otherwise disposed of, except by will or the laws of descent and distribution,
by the Grantee.
3. RISK OF FORFEITURE; STOCK POWER. Grantee shall forfeit the right to
receive the Restricted Shares in accordance with Section 5 and, in the event of
any such forfeiture, and without any action on the part of Grantee, such
forfeited shares shall be transferred to the Company or to any person designated
by the Company. Grantee hereby appoints the Chairman of the Committee and any
designee of said Chairman, and each of them, as Grantee's attorney-in-fact to
transfer such shares in the event of any such forfeiture. Grantee cannot revoke
this appointment prior to the delivery of such shares to or on his behalf
pursuant to Section 7.
4. THREE-YEAR CLIFF VESTING. Subject to possible accelerated vesting
pursuant to Sections 5(a), (b), (c) or (d), the total number of Restricted
Shares subject to this Agreement shall become one hundred percent (100%) vested
on the third annual anniversary of the Grant Date and shall not be vested in any
percent before such vesting date.
_________
Grantee's
Initials
5. TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL. In the event of
termination of employment of the Grantee, or the occurrence of a Change in
Control (as defined in the Plan), Grantee's rights under this Agreement shall be
affected as follows:
(a) DEATH OR DISABILITY. If Grantee's employment with the Company is
terminated due to his death or Disability (as defined in the Plan), then
all his Restricted Shares hereunder shall automatically become 100%
vested on such termination date.
(b) RETIREMENT. If Grantee's employment with the Company is
terminated due to his retirement at or after attaining age 62, as
determined by the Committee in good faith, then all of his Restricted
Shares hereunder shall automatically become 100% vested on such
termination date.
(c) TERMINATION FOR GOOD REASON. If Grantee is a party to an
employment agreement between Grantee and the Company and if Grantee
terminates his employment with the Company for Good Reason (as defined
in such employment agreement), then all Grantee's Restricted Shares
hereunder shall automatically become 100% vested on such termination
date.
(d) CHANGE IN CONTROL. If a Change in Control (as defined in the
Plan) should occur before the Grantee's employment with the Company has
been terminated for any reason, then all his nonvested Restricted Shares
hereunder shall automatically become 100% vested as of the occurrence
date of the Change in Control. Effective as of such Change in Control
date, the Restricted Shares shall be fully vested and nonforfeitable
regardless of whether Grantee's employment is thereafter terminated.
(e) TERMINATION OF EMPLOYMENT. If there is a voluntary or
involuntary termination of Grantee's employment with the Company for any
reason other than due to one of the reasons specified above in parts
(a), (b), (c) or (d) of this Section 5, as determined by the Committee
in good faith, then Grantee shall forfeit the right to receive any
Restricted Shares hereunder that have not vested pursuant to Section 4
before such termination date.
6. FORFEITURES. Any Restricted Shares forfeited by the Grantee pursuant
to Section 5(e) shall be reacquired by the Company without charge or payment
pursuant to Section 3.
7. TRANSFER AND DELIVERY OF RESTRICTED SHARES TO GRANTEE. The Committee
shall cause to be issued and delivered to Grantee a certificate or certificates
for all vested Restricted Shares, free of restrictions hereunder, to or on
behalf of Grantee within 30 days from the date that he becomes 100% vested in
such Restricted Shares pursuant to Sections 4 or 5 hereof, as applicable;
provided, however, in the event of a Change in Control pursuant to Section 5(d),
such non-restricted and fully vested shares shall be delivered to Grantee within
five days from the Change in Control date.
8. VOTING AND DIVIDEND RIGHTS. The Grantee is entitled to exercise
voting rights applicable to the Restricted Shares unless and until forfeited
pursuant to Section 6. Dividends declared on the Restricted Shares shall be
distributed to the Grantee, and included in his income, unless and until such
shares are forfeited pursuant to Section 6.
_________
Grantee's
Initials
2
9. AMENDMENT AND TERMINATION. This Agreement may be amended or
terminated at any time and from time to time. Any amendment or termination must
be set forth in a written instrument that is approved by the Committee and
executed by both the Grantee and by an appropriate officer on behalf of the
Company.
10. NO GUARANTEE OF EMPLOYMENT. The Plan and this Restricted Stock
Agreement shall not confer upon the Grantee any right with respect to
continuance of employment or other service with the Company, nor shall it
interfere in any way with any right that the Company would otherwise have to
terminate such employment or service at any time.
11. WITHHOLDING OF TAXES. The Company shall have the right to (a) make
deductions from the number of vested Restricted Shares otherwise deliverable to
or on behalf of Grantee upon satisfaction of the conditions precedent of this
Agreement in such amount as is sufficient to satisfy withholding of any federal,
state or local taxes required by applicable law, and (b) take such other action
as it deems to be necessary or appropriate to satisfy any tax withholding
obligations.
12. NO GUARANTEE OF TAX CONSEQUENCES. The Company and the Committee do
not make any commitment or guarantee that any tax treatment will apply or be
available to the Grantee or any other person.
13 SEVERABILITY. In the event that any provision of this Agreement shall
be held illegal, invalid, or unenforceable for any reason, such provision shall
be fully severable and shall not affect the remaining provisions of this
Agreement. In such event, the Agreement shall be construed and enforced as if
the illegal, invalid, or unenforceable provision had not been included herein.
14. GOVERNING LAW. The Plan and this Agreement shall be construed in
accordance with the laws of the State of Texas without regard to its conflicts
of law provisions.
15. EFFECTIVE DATE OF GRANT. This Agreement is effective on the Grant
Date.
ATTEST: IMPERIAL XXXXX CORPORATION
By:___________________________ By:__________________________
Name:_________________________ Name:________________________
Title:________________________ Title:_______________________
Date:_________________________ Date:________________________
_________
Grantee's
Initials
3
ACCEPTED AND AGREED:
ATTEST: GRANTEE
By:___________________________ Signature:__________________________
Name:_________________________ Name:_______________________________
Date:_________________________ Date:_______________________________
SPOUSAL CONSENT
I, the undersigned spouse, am married (or am deemed under applicable law to be
married) to ____________ (the "Grantee). I hereby consent to the terms and
provisions of this Restricted Stock Agreement.
____________________________________
Spouse's Signature
____________________________________
Printed Name
____________________________________
Date
_________
Grantee's
Initials
4
