Exhibit 10.22
Grantee: [Kuznik, Graeber, Mack, Fromm, Canny]
Date of Grant: October 16, 2002
CABLE DESIGN TECHNOLOGIES CORPORATION
RESTRICTED STOCK GRANT
under the
[2001/Supplemental] Long-Term Performance Incentive Plan (the "Plan")
This Agreement is entered into as of the date set forth above by and
between Cable Design Technologies Corporation, a Delaware corporation (the
"Company"), and the individual set forth above (the "Grantee").
1. Grantee Bound by Plan. This grant is made under and pursuant to the
Plan. A copy of the Plan has been provided to Grantee, which Plan is
incorporated herein by reference and made a part hereof. Grantee hereby
acknowledges receipt of a copy of the Plan and the Plan prospectus and agrees to
be bound by all the terms and provisions thereof.
2. Restricted Stock Award. Subject to the terms and conditions hereof and
the Plan, the Grantee is hereby granted [ ]/1/ shares (the "Restricted Stock")
of the Company's Common Stock, par value $.01 per share. Such Restricted Stock
will be deemed issued on the date hereof, but held by the Company's transfer
agent or in escrow by the Company until the date on which the Restricted Stock
vests (as described in paragraph 3), in each case(subject to restrictions on
transfer as set forth in this Agreement. On or promptly following the date on
which the Restricted Stock vests (as described in paragraph 3), the Grantee will
receive such certificates representing shares of Restricted Stock.
3. Vesting.
(a) Except as otherwise provided in paragraphs 3(b) and 3(c), 100% of
the Restricted Stock will become vested on October 16, 2005.
(b) The Restricted Stock shall be automatically forfeited (and shall not
vest) if the Grantee ceases to be an employee of the Company and its
subsidiaries (including, without limitation, death, disability, termination with
or without cause and resignation) prior to October 16, 2005; provided that the
terms of this clause (b) shall not apply if the Grantee is terminated in
contemplation of, or in connection with, a Change of Control (defined in 3(c)
below).
(c) The Restricted Stock shall vest 100% upon a Change of Control
(defined in Exhibit A).
(d) The foregoing shall be subject to the power of the Committee (as
defined in the plan) to waive the forfeiture requirements and restrictions in
the event of disability or retirement as contemplated in Section 7(c) of the
Plan.
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/1/ Xxxxxx: 67,037; Xxxxxxx: 55,926; Xxxxx: 26,296; Xxxx: 28,148;
Canny: 25,741
(e) In the event that the Restricted Stock if forfeited, the grantee
grants to each officer of the Company (acting solely) the power of attorney to
take such actions on his behalf to cause the certificates representing the
Restricted Stock to be cancelled and returned to the Company's transfer agent.
Such power of attorney shall be without further action on behalf of the grantee.
4. Transferability. The right to receive Restricted Stock may not, prior to
vesting of such Restricted Stock, be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of by Grantee. Following the vesting of the
Restricted Stock, the Grantee shall dispose of such stock only in accordance
with applicable securities laws.
5. Adjustments. Appropriate adjustment (in number and kind) shall be made
to the Restricted Stock to give effect to any stock dividends, stock splits,
stock combinations, recapitalizations and other similar changes in the capital
structure of the Company after the date hereof. Notwithstanding anything in this
Agreement to the contrary, the Committee may take the foregoing actions without
the consent of the Grantee, and the Committee's determination shall be
conclusive and binding on all persons for all purposes.
6. Tax. The payment of any taxes arising as a result of this grant shall be
the responsibility of the Grantee. The Grantee shall (i) pay to the Company or
its designee, upon its demand such amount as may be demanded for the purpose of
satisfying the Company's obligation to withhold federal, state, local or foreign
income, employment or other taxes incurred by reason of the vesting of the
Restricted Stock or the Grantee's filing of a Section 83(b) election (the "Tax
Withholding Amount") and (ii) that Grantee provide the Company with any forms,
documents or other information reasonably required by the Company in connection
with the grant. In order to satisfy the condition of clause (i), upon approval
by the Committee, Grantee may (a) make payment of the Tax Withholding Amount in
United States dollars cash, (b) tender shares of Common Stock owned by Grantee
which have a fair market value equal to the Tax Withholding Amount, such fair
market value to be determined in such reasonable manner as may be provided from
time to time by the Committee or as may be required in order to comply with or
conform to the requirements of any applicable or relevant laws or regulations,
or (c) request that the Company withhold from the shares of Common Stock to be
issued to the Grantee the number of shares which have a fair market value equal
to the Tax Withholding Amount, based on the fair market value of the shares of
Common Stock determined as set forth in clause (b), (d) make payment in such
other form as the Committee may determine in its sole discretion, or (e) tender
a combination of the forms of payment provided for above in clauses (a) through
(d) of this Paragraph. If the amount requested for the purpose of satisfying the
withholding obligation is not paid, the Company may refuse to furnish shares of
the Restricted Stock.
Grantee has sought his own tax advice regarding this grant, including,
without limitation, advice on whether or not to file a Section 83(b) election.
7. Amendment or Substitution of Awards. The terms of this Agreement may be
amended from time to time by the Committee in its sole discretion in any manner
that it deems appropriate (including, but not limited to, acceleration of the
vesting provisions of the Restricted Stock in Paragraph 3); provided, however,
that no such amendment shall adversely affect in a material manner any right of
Grantee under this Agreement without Grantee's written consent, unless the
Committee determines in its sole discretion that there have occurred or are
about to occur significant changes in Grantee's position, duties or
responsibilities, or significant changes in economic, legislative, regulatory,
tax, accounting or cost/benefit conditions which are determined by the Committee
in its sole discretion to have or to be expected to have a substantial effect on
the performance of the Company, or any Subsidiary, affiliates, division, or
department thereof, on the Plan or on this grant under the Plan. The Committee
may, in its sole discretion, permit Grantee to surrender this grant in order to
exercise or realize the rights under other awards under the Plan, or in exchange
for the grant of new awards under the Plan, or require Grantee to surrender this
grant as a condition precedent to the grant of new awards under the Plan.
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8. Administration. Any action taken or decision made by the Company, the
Board, or the Committee or its delegates arising out of or in connection with
the construction, administration, interpretation or effect of the Plan or this
Agreement shall lie within its sole and absolute discretion, as the case may be,
and shall be final, conclusive and binding on Grantee and all persons claiming
under or through Grantee. By accepting this grant or other benefit under the
Plan, Grantee and each person claiming under or through Grantee shall be
conclusively deemed to have indicated acceptance and ratification of, and
consent to, any action taken under the Plan by the Company, the Board or the
Committee or its delegates.
9. Rights of Grantee.
(a) Neither this Agreement nor the Plan creates any employment rights in
Grantee.
(b) Except as limited by this Agreement, Grantee would have all rights
associates with the Restricted Stock until such time as any such shares are
forfeited, including the right to vote such shares and to receive any dividends
on such shares.
10. Notices. Any notice hereunder to the Company shall be addressed to:
Cable Design Technologies Corporation, Xxxxxx Plaza 7, 000 Xxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Corporate Secretary, and any notice
hereunder to Grantee shall be addressed to Grantee at Grantee's last address on
the records of the Company, subject to the right of either party to designate at
any time hereafter in writing some other address. Any notice shall be deemed to
have been duly given when delivered personally or enclosed in a properly sealed
envelope, addressed as set forth above, and deposited (with first class postage
prepaid) in the United States mail.
11. Counterparts. This Agreement may be executed in one or several
counterparts, each of which shall constitute one and the same instrument.
12. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Grantee.
13. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
14. Delivery by Facsimile. This Agreement, and any amendments hereto or
thereto, to the extent signed and delivered by means of a facsimile machine,
shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement, each other party hereto or thereto
shall re-execute original forms thereof and deliver them to all other parties.
No party hereto or to any such agreement shall raise the use of a facsimile
machine to deliver a signature or the fact that any signature or agreement was
transmitted or communicated through the use of a facsimile machine as a defense
to the formation of a contract and each such party forever waives any such
defense.
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15. Governing Law. The validity, construction, interpretation,
administration and effect of the Plan, and of its rules and regulations, and
rights relating to the Plan and to this Agreement, shall be governed by the
substantive laws, but not the choice of law rules, of the State of Delaware.
* * * * * *
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the date first written above.
CABLE DESIGN TECHNOLOGIES CORPORATION
at the direction of the Board of Directors
By: _________________________________
Xxxxxxx X. Xxxxx
Vice President, General Counsel & Secretary
By: _________________________________
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EXHIBIT A
Definitions
"Change in Control" shall be deemed to have occurred if:
(a) any "person" or "group" (as such terms are used in Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the
Company's then outstanding securities; or
(b) there shall be consummated any consolidation, merger,
reorganization or acquisition involving the Company unless following
such event (i) all or substantially all of the individuals and entities
who were the beneficial owners of the outstanding voting securities of
the Company immediately prior to such event beneficially own, directly
or indirectly, more than 55% of the combined voting power of the
then-outstanding voting securities entitled to vote generally in the
election of directors of the corporation resulting from such event in
substantially the same proportions as their ownership immediately prior
to such event and (ii) the provisions of clause (a) above are not met
and (iii) at least 55% of the members of the board of directors of the
corporation resulting from such event were members of the board of
directors at the time of the initial consideration of, or any action of
the board relating to, such event; or
(c) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company (on a consolidated
basis); or
(d) the stockholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; or
(e) as the result of, or in connection with, any cash tender
offer, exchange offer, merger or other business combination, sale of
assets, proxy or consent solicitation, contested election or
substantial stock accumulation (a "Control Transaction"), the members
of the Board immediately prior to the date the Company initiates, or is
notified of, such Control Transaction (the "Incumbent Board") shall
thereafter cease to constitute at least a majority of the Board;
provided, however, that for purposes of this clause (e) any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other
than the Board.
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