Exhibit 10.6
XXXX X. XXXXXXX COMPANY
1999 Stock Option Plan
Restricted Stock Agreement
This Restricted Stock Agreement evidences the grant by Xxxx X. Xxxxxxx
Company (the "Company") of restricted shares of Common Stock of the Company
("Restricted Stock") to the employee named below ("Employee") pursuant to
Section 8 of the Company's 1999 Stock Option Plan (the "Plan"). All of the
terms, conditions and definitions set forth in the Plan are incorporated herein,
and the grant of the Restricted Stock is subject to all of the terms and
conditions set forth in the Plan and in this Agreement.
Terms and Conditions
1. Name of Employee:
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2. Grant Date. The Grant Date is February 16, 2001.
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3. Number of Shares. The Restricted Stock grant is shares.
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4. Dividends and Voting. Employee shall have all shareholder voting
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rights and rights to dividends paid in cash with respect to the
Restricted Stock. The Company shall retain any dividends paid in
stock subject to Sections 5 and 6.
5. Holding and Transfer of Stock Certificate. The Company shall issue
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the Restricted Stock in the name of Employee subject to the condition
that the Company hold the same for a period of five years from the
Grant Date. Unless Employee forfeits the Restricted Stock pursuant to
Section 6, the Company shall transfer physical custody of the
Restricted Stock to Employee on the fifth anniversary of the Grant
Date, free of any forfeiture restrictions. Employee shall have no
right to transfer or otherwise alienate or assign Employee's interest
in any shares of Restricted Stock, except through the laws of descent
and distribution, before physical custody is transferred by the
Company to Employee. Notwithstanding the foregoing, the Restricted
Stock shall become vested to the extent of 33 1/3% of the total number
of shares set forth above if and when the closing price of the
Company's Common Stock on the New York Stock Exchange is $22.50 or
more for 10 consecutive trading days, and the remaining 66 2/3% of the
award shall become vested when such closing price is $27.00 or more
for 10 consecutive trading days. In addition, the forfeiture
restrictions will lapse, and Employee's rights to the Restricted Stock
shall become fully vested, in the event of a Change in Control of the
Company, as defined in the Plan.
6. Forfeiture Restriction. Employee shall completely forfeit any interest
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in the Restricted Stock (and shall receive no consideration from the
Company on account of such forfeiture) if Employee's employment with
the Company terminates for any reason whatsoever prior to the fifth
anniversary of the Grant Date, unless (a) the Committee administering
the Plan in its sole discretion waives this forfeiture condition at the
time of termination of employment, or (b) Employee's employment with
the Company terminates by reason of disability, as determined by the
Committee in its sole discretion, or death.
7. Withholding. The Company shall have the right to reduce the number of
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shares of Common Stock transferred to Employee in order to satisfy
applicable federal, state and other withholding requirements, or to
take any other action the Committee acting in its sole discretion deems
applicable to the Restricted Stock.
8. Employment and Termination. Nothing in this Agreement shall give
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Employee the right to continue in employment by the Company or limit
the right of the Company to terminate Employee's employment with or
without cause at any time.
9. Miscellaneous. This Agreement shall be governed by the laws of the
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State of Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.
Xxxx X. Xxxxxxx Company
By:
Employee