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Exhibit 10.61
RESTRICTED STOCK AGREEMENT
WANG LABORATORIES, INC.
EMPLOYEES' STOCK INCENTIVE PLAN
Name of Grantee: Jeremiah J. J. van Vuuren
No. of Shares: 25,000
Grant Date: Xxxxx 00, 0000
Xxxxxxxx Price: $.01 per share
Pursuant to the Wang Laboratories, Inc. Employees' Stock Incentive Plan
(the "Plan") as amended through the date hereof, Wang Laboratories, Inc. (the
"Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee
named above. Upon acceptance of this Award, the Grantee shall receive the number
of shares of Common Stock, par value $0.01 per share (the "Stock"), of the
Company specified above, subject to the restrictions and conditions set forth
herein and in the Plan.
1. ACCEPTANCE OF AWARD. The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award by signing and
delivering to the Company a copy of this Agreement. Upon acceptance of this
Award by the Grantee, and payment of the Purchase Price as specified herein,
certificates evidencing the Stock so accepted shall be issued and delivered to
the Company to be held for the Grantee, and the Grantee's name shall be entered
as the stockholder of record on the books of the Company. Thereupon, the Grantee
shall have all the rights of a shareholder with respect to such Stock, including
voting and dividend rights, subject, however, to the restrictions and conditions
specified in Section 2 below.
2. RESTRICTIONS AND CONDITIONS.
(a) Certificates evidencing the Restricted Stock granted hereby shall
bear an appropriate legend, as set forth in the Plan.
(b) Subject to Section 3(b) below, if the Grantee ceases to be an
employee of the Company or any of its subsidiaries prior to the expiration or
other termination of the applicable restrictions, any Restricted Stock granted
to the Grantee which is still subject to restriction shall (i) if no purchase
price had been paid for such Restricted Stock, be forfeited and all rights of
the Grantee to such Restricted Stock shall terminate without further obligation
on the part of the Company; or (ii) if a purchase price
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had been paid for such Restricted Stock, be deemed to be offered for sale by the
Grantee to the Company for a period of thirty (30) days after the date of such
cessation of employment at a price (the "Option Price") equal to the lesser of
(x) the fair market price of the stock at such time or (y) the purchase price
set forth on the first page of this agreement (the "Purchase Option").
3. VESTING OF RESTRICTED STOCK.
(a) The restrictions and conditions in Section 2 above shall terminate
as to all of the shares of Restricted Stock subject hereto on March 26, 1999
(the "Vesting Date"). Subsequent to the Vesting Date, the shares of Restricted
Stock on which such restrictions and conditions terminated on such date shall no
longer be deemed Restricted Stock. The Organization, Compensation and Nominating
Committee of the Company's Board of Directors (the "Committee") may accelerate
the vesting schedule specified in this Section 3(a) in accordance with the terms
of the Plan.
(b) If, prior to the Vesting Date, the Grantee ceases to be an
employee of the Company or any of its subsidiaries by reason of death, Permanent
Disability or Retirement all restrictions and conditions set forth herein shall
terminate as to all of the shares of Restricted Stock subject hereto. If a
Change in Control occurs prior to March 26, 1998, all restrictions and
conditions set forth herein shall terminate as to 50% of the total number of
shares of Restricted Stock subject hereto; if a Change in Control occurs on or
after March 26, 1998, all restrictions and conditions set forth herein shall
terminate as to all of the shares of Restricted Stock subject hereto.
4. EXERCISE OF PURCHASE OPTION AND CLOSING.
(a) The Company may exercise the Purchase Option by delivering or
mailing to the Grantee (or his permitted transferees), in accordance with notice
provisions of Section 11, within 30 days after the cessation of the employment
of the Grantee, a written notice of exercise of the Purchase Option. Such notice
shall specify the number of shares of Restricted Stock to be purchased. If and
to the extent the Purchase Option is not so exercised by the giving of such a
notice within such 30-day period, the Purchase Option shall automatically expire
and terminate effective upon the expiration of such 30-day period.
(b) After the time the Company exercises the Purchase Option, the
Company shall not pay any dividend to the Grantee on account of such shares of
Restricted Stock (other than any dividend the record date for which is prior to
such exercise) or permit the Grantee to exercise any of the privileges or rights
of a stockholder with respect to such shares of Restricted Stock, but shall, in
so far as permitted by law, treat the Company as the owner of such shares of
Restricted Stock.
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(c) The Option Price may be payable, at the option of the Company, in
cancellation of all or a portion of any outstanding indebtedness of the Grantee
to the Company or in cash (by check) or both.
(d) The Company shall not purchase any fraction of a share of
Restricted Stock upon exercise of the Purchase Option, and any fraction of a
share resulting from a computation made pursuant to Section 3 of this Agreement
shall be rounded to the nearest whole share (with any one-half share being
rounded upward).
5. EFFECT OF PROHIBITED TRANSFER. The Company shall not be required to (a)
transfer on its books any of the shares of Restricted Stock which shall have
been sold or transferred in violation of any of the provisions set forth in this
Agreement, or (b) treat as owner of any of the shares of Restricted Stock or pay
dividends to any transferee to whom any of the shares of Restricted Stock shall
have been sold or transferred in violation of any of the provisions of this
Agreement.
6. DIVIDENDS AND VOTING RIGHTS. During the Restricted Period, the Grantee
shall have the right to receive all dividends payable with respect to the
Restricted Stock and to exercise the voting rights attaching to the Restricted
Stock.
7. INCORPORATION OF PLAN. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan. In the event of any inconsistency between the provisions of the
Plan and this instrument, the terms of the Plan shall prevail. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.
8. TRANSFERABILITY. Except as otherwise provided in this Section 8, the
Restricted Stock and this Agreement and all rights granted hereunder may not be
transferred, assigned, pledged or hypothecated (whether by operation of law or
otherwise), except by will or by the laws of descent and distribution. The
Grantee may name one or more beneficiaries, to receive, in the event of the
Grantee's death, any right to which the Grantee would be entitled under the
Plan, by setting forth their names and addresses at the end of this Agreement.
In addition, the Grantee may transfer the Restricted Stock and this Agreement
and the rights granted hereunder, without consideration therefor, to a member or
members of his or her immediate family, including, without limitation, to his or
her children, grandchildren or spouse, a trust or trusts the only beneficiaries
of which are members of his or her immediate family or a partnership the only
partners of which are members of his or her immediate family, provided that the
Grantee gives written notice of such transfer to the Company's General Counsel
not less than 15 days prior to such transfer. The Restricted Stock shall not be
subject to execution, attachment or other process.
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9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. The shares of Stock subject
to this Award are shares of Common Stock, par value $.01 per share, of the
Company. If the shares of the Company's Common Stock are increased or decreased,
changed into, or exchanged for a different number or kind of share or
securities, whether through merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, exchange of shares, change in corporate structure or the like, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares, and the Purchase Price per share, if any, of shares subject to this
Award. Adjustments under this Section 9 shall be made by the Committee, whose
determination as to what adjustment shall be made, and the extent thereof, shall
be conclusive.
10. TAX WITHHOLDING. The Grantee shall, not later than the date as of which
the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the Committee
for payment of any Federal, state, and local taxes required by law to be
withheld on account of such taxable event. The Grantee may elect to (i) tender
back to the Company vested shares of Stock received pursuant to a grant, (ii)
deliver to the Company previously acquired Stock, or (iii) reimburse the Company
in cash, in order to satisfy part or all of the obligation for any taxes
required to be withheld or otherwise deducted and paid by the Company or any
such subsidiary in respect of the Stock subject to this Award. If the Grantee
fails to make an election fully satisfying the Grantee's obligations, the
Grantee shall be deemed to have made an election pursuant to clause (i) of the
immediately preceding sentence to the extent of such unsatisfied obligation.
11. MISCELLANEOUS.
(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Grantee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Agreement does not confer upon the Grantee any rights with
respect to continuance of employment by the Company or any subsidiary.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, and each other provision of this Agreement shall be severable
and enforceable to the extent permitted by law.
(d) Any provision contained in this Agreement may be waived, either
generally or in any particular instance, by the Committee.
(e) This Agreement shall be binding upon and inure to the benefit of
the Company and the Grantee and their respective heirs, executors,
administrators, legal
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representatives, successors, assigns and transferees, subject to the
restrictions on transfer set forth in Section 8 of this Agreement.
(f) Whenever the context may require, any pronouns used in this
Agreement shall include all corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural, and vice
versa.
(g) This Agreement constitutes the entire agreement between the
parties, and supersedes all prior agreements and understandings, relating to the
subject matter of this Agreement.
(h) This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Grantee.
(i) This Agreement shall be construed, interpreted and enforced in
accordance with the law of the Commonwealth of Massachusetts.
WANG LABORATORIES, INC.
By: /s/ Xxxxxx X. Xxxxxx, SVP
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
the foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Date: /s/ J.J.J. van Vuuren
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Grantee's Signature
Grantee's Name and Address:
Jeremiah J. J. van Vuuren
Harewood Downs House
Amersham Road
Chalfont St. Giles
England HP8 4RS
Name of Grantee's Beneficiary: Beneficiary's Address:
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WANG LABORATORIES, INC. RESTRICTED STOCK PLAN
TAX WITHHOLDING PROCEDURES
Name
Address
On [____________________], you were granted a Restricted Stock Award under
the Wang Laboratories, Inc. Employees Stock Incentive Plan. The restrictions and
conditions with respect to xxxx of shares of Restricted Stock will lapse on
[________________], and the value of such shares, based upon the closing price
of the Stock on [__________________]will be taxable to you in [___]. As
described in Section 10 of the Restricted Stock Agreement, applicable Federal,
state and local tax withholding requirements will be satisfied by withholding
vested shares of Stock otherwise issuable under your grant unless you elect to
(i) deliver to the Company previously acquired shares, or (ii) reimburse the
Company in cash or by check.
The exact dollar amount of required tax withholding cannot be calculated
until after [_____________], when the value of the shares issuable under your
Award becomes determinable. If you elect to pay the withholding taxes in cash or
by check, or by delivery of shares of Stock you already own, Benefits
Administration will advise you by letter in [_________]of the exact dollar
amount due. Otherwise, the Company will use [xxxx] vested shares of Stock held
by the Company in satisfaction of tax withholding requirements based upon
applicable Social Security (FICA) tax and Federal, state, and local income tax
withholding tables.
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____ I elect to pay withholding taxes on the shares in cash or by check.
____ I elect to sell to the Company shares of Stock I already own. (Share
certificates must be delivered to Benefits Administration by [__________].)
____ Please pay withholding taxes with vested shares held by the Company under
my grant. (If you are electing this option, it is not necessary to return
this election form.)
______________________________ _________________________________
Employee Signature Date
