EXHIBIT 10.12
THE ▇▇▇▇▇▇▇ COMPANIES, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Award is granted as of the 31st day of March, 2002 by
THE ▇▇▇▇▇▇▇ COMPANIES, INC. (the "Company") to * (the "Employee").
1. Award Governed by Terms of Agreement and Plan. This Award shall be
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governed by the terms of this Restricted Stock Agreement. This Award is also
subject in all respects to the provisions of The ▇▇▇▇▇▇▇ Companies, Inc. 1998
Stock Incentive Plan (the "Plan"). In the event of any conflict between any
provisions of this Award and the provisions of the Plan, the provisions of the
Plan shall control. Terms defined in the Plan where used herein shall have the
meanings as so defined. Employee hereby acknowledges receipt of a copy of the
Plan.
2. Number of Shares Awarded. The Company hereby grants to the Employee a
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restricted stock award covering * shares of Company Stock (the "Restricted
Stock").
3. Restrictions. The restrictions applicable to this Restricted Stock
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Award shall lapse as follows:
(a) The restrictions applicable to * shares shall lapse if
Employee remains continuously employed by the Company through ▇▇▇▇▇ ▇▇,
▇▇▇▇,
(▇) The restrictions applicable to an additional * shares shall
lapse if Employee remains continuously employed by the Company through
March 19, 2004, and
(c) The restrictions applicable to the final * shares shall lapse
if Employee remains continuously employed by the Company through March 19,
2005,
Notwithstanding the foregoing, all restrictions shall lapse if Employee's
employment with the Company shall terminate by reason of death or permanent
total disability (as defined in Code Section 22(e)(3)), or upon the occurrence
of a "change of control" of the Company while the Employee remains employed.
For this purpose, "change of control" means: (a) a sale of over 50% of the
stock of the Company measured in terms of voting power, other than in a public
offering or in connection with the acquisition by the Company of a business
filing reports under Section 13 or 15(d) of the Securities Exchange Act of 1934;
or (b) the sale by the Company of over 50% of its business or assets in one or
more transactions over a consecutive 12 month period; or (c) a merger or
consolidation by the Company with or into any other corporation or entity such
that the Company's shareholders prior to the transaction or transactions do not
own at least 50% of the surviving entity measured in terms of voting power.
The period of time during which the Restricted Stock covered by this
Agreement are subject to the forfeiture restrictions is referred to as the
"Restricted Period." If the Employee's employment with the Company terminates
during the Restricted Period for any reason other than death or disability or
after a change in control, any Restricted Stock for which the restrictions have
not yet lapsed shall be forfeited to the Company on the date of such
termination, without any further obligations of the Company to the Employee, and
all rights of the Employee with respect to such Restricted Stock shall
terminate.
4. Rights During Restricted Period. During the Restricted Period the
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Employee shall have the right to vote the Restricted Stock and the right to
receive any cash dividends. However, stock dividends, stock rights or others
securities issued with respect to the Restricted Stock shall be forfeitable and
subject to the same restrictions as exist regarding the original shares of
Restricted Stock. The Restricted Stock shall be non-transferrable during the
Restricted Period.
5. Custody. The Restricted Stock shall be held, along with any stock
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dividends or other securities distributions relating thereto, in custody by the
Company or an agent for the Company until the applicable restrictions have
expired. If any certificates are issued for shares of Restricted Stock during
the Restricted Period, such certificates shall bear an appropriate legend as
determined by the Company referring to the applicable terms, conditions and
restrictions and the Employee shall deliver a signed, blank stock power to the
Company relating thereto.
6. Tax Withholding. The Company may require payment of or withhold any
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tax which it believes is required as a result of the lapse of the applicable
restrictions and the Company may defer making delivery of the shares until
arrangements satisfactory to the Company have been made with respect to such
withholding obligations. The Employee may satisfy any tax withholding
obligations arising with respect to the Restricted Stock in whole or in part by
tendering a check to the Company for any required amount or by election to have
the Company withhold the required amounts from other compensation payable to the
Employee.
7. Heirs and Successors. This Agreement shall be binding upon, and inure
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to the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If
any rights of the Employee or benefits distributable to the Employee under this
Agreement have not been exercised or distributed, respectively, at the time of
the Employee's death, such rights shall be exercisable by, and benefits shall be
distributed to, the legal representative of the Employee's estate.
MISCELLANEOUS
8. No Employment Agreement Intended. This Agreement does not confer upon
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Employee any right to continuation of employment in any capacity by the Company
and does not constitute an employment agreement of any kind.
9. Wisconsin Contract. This Award has been granted in Wisconsin and
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shall be construed under the laws of that state.
10. Impact on Other Benefits. The value of the Restricted Stock granted
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hereunder, shall not be included as compensation or earnings for purposes of any
other Company benefit plan or program, unless provided otherwise by such benefit
plan or program.
IN WITNESS WHEREOF, the Company and the Employee have signed this
Restricted Stock Agreement and the Employee has agreed to all of its terms,
conditions and restrictions, all as of the date first above written.
THE ▇▇▇▇▇▇▇ COMPANIES, INC.
By:
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Employee: *
