Exhibit 10.3(b)
RESTRICTED STOCK AGREEMENT
THIS restricted stock agreement (the "Agreement") is made and entered into
between Footstar, Inc., a Delaware corporation (the "Company"), and
__________________(the "Grantee") pursuant to the terms and conditions of the
Footstar, Inc. 2006 Non-Employee Director Stock Plan (the "Plan").
THE PARTIES AGREE AS FOLLOWS:
1. Grant of Restricted Stock. In consideration of services provided by
Grantee to the Company to date, the Company hereby grants to Grantee 10,000
shares of the Company's common stock, $.01 par value (the "Stock") on the terms
and conditions set forth in this Agreement.
2. Issuance of Stock. The Company shall cause to be issued a certificate or
certificates representing the Stock granted pursuant to this award, registered
in the name of Grantee (or in the names of such person and his or her spouse as
community property or as joint tenants with right of survivorship). As a
condition to the issuance of the Stock, Grantee shall execute the stock power,
endorsed in blank that is attached hereto, which shall permit the Company to
effect the forfeiture of the Stock as described below without further action on
the part of Grantee. Stock certificates shall be held in escrow until such time
as the Stock is vested.
3. Rights as Stockholder. On the date of this Agreement and thereafter
unless and until the Company reacquires the Stock pursuant to Section 5, Grantee
shall have all the rights of a stockholder of the Company (including, without
limitation, voting, dividend and liquidation rights) with respect to the Stock.
4. Vesting. This award shall vest (and the forfeiture provision shall
lapse) with respect to 50% of the shares on the first anniversary of the date of
grant, an additional 25% of the shares on the second anniversary of the date of
grant, and with respect to the remaining 25% of the shares on the third
anniversary of the date of grant.l If the director retires, all unvested shares
of restricted stock will become vested as of the effective of the director's
retirement. In the event of a Change in Control (as defined in the Plan), all
unvested shares of restricted stock shall become vested as of the effective date
of such Change in Control. .
5. Forfeiture Provision. The Company shall have the right to reacquire the
Stock and the holder shall be required to transfer the Stock to the Company if
Grantee no longer serves as a director and the Stock has not vested as provided
in Section 4 above. The Company shall reacquire the Stock pursuant to this
forfeiture provision effective on such date (unless prior to such date the
Company provides written notice to Grantee that
it will not exercise its right to reacquire the Stock). After the date of such
forfeiture, Grantee shall no longer have any rights as a holder of the Stock and
such Stock shall be deemed to have been reacquired by the Company. Once a
forfeiture is effected, this award shall be canceled and the Company shall have
no further obligation with respect thereto.
6. Transfer Restrictions.
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(a) General Rule. Until such time as the Stock is vested, Grantee shall not
transfer, assign, encumber or otherwise dispose of any of the Stock, except
pursuant to a "permitted transfer". Once vested, Grantee may transfer the Stock
but the Stock shall at all times that the Company's common stock is not
registered under the Securities Act of 1933, as amended (the "Securities Act")
be subject to a right of first offer. Grantee shall give the Company at least
thirty (30) days advance notice of any proposed transfer of the Stock. If
Grantee transfers the Stock, the terms of this Agreement shall apply to such
transferee to the same extent as to Grantee and the term "Grantee" as used in
this Agreement shall refer to Grantee's successor in interest.
(b) Permitted Transfer. For purposes of this Agreement, a "permitted
transfer" is: (i) a transfer by beneficiary designation, will or intestate
succession or (ii) a transfer to Grantee's spouse, children or grandchildren (or
their issue) or to a trust established by Grantee for the benefit of Grantee or
Grantee's spouse, children or grandchildren (or their issue), provided in either
case that the transferee agrees in writing on a form prescribed by the Company
to be bound by all provisions of this Agreement.
7. Additional Restrictions.
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(a) Compliance with Law and this Agreement. Regardless of whether the Stock
is vested or the offering and sale of Stock under the Plan have been registered
under the Securities Act or have been registered or qualified under the
securities laws of any state, the Company at its discretion may impose
restrictions upon the transfer, assignment, encumbrance or other disposal of the
Stock (including the placement of appropriate legends on stock certificates or
the imposition of stop-transfer instructions) if, in the judgment of the
Company, such restrictions are necessary or desirable in order to achieve
compliance with the Securities Act, the securities laws of any state or any
other law, or the restrictions described in this Agreement.
(b) Grantee Undertaking. Grantee agrees to take whatever additional action
and execute whatever additional documents the Company may deem necessary or
advisable to carry out or effect one or more of the obligations or restrictions
imposed on either Grantee or upon the Stock pursuant to the provisions of this
Agreement.
8. Miscellaneous.
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(a) Notice. Any notice given to a party shall be in writing and shall be
deemed to have been given when delivered personally or sent by certified or
registered mail, postage prepaid, return receipt requested, at the last address
provided by the Grantee to the Company. .
(b) Entire Agreement. This Agreement and the Plan constitute the entire
contract between the parties hereto with regard to the subject matter hereof.
They supersede any other agreements, representations or understandings (whether
oral or written and whether express or implied) which relate to the subject
matter hereof.
(c) Waiver. No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition whether of
like or different nature.
(d) Effective Date. This award is made and this Agreement is effective as
of February 7, 2006.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
FOOTSTAR, INC.
By:_____________________
Grantee hereby accepts and agrees to be bound by all of the terms and
conditions of this Agreement and the Plan.
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3
STOCK POWER
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto Footstar, Inc. (the "Company"), _________________ (_____) shares of the
common stock, par value $.01 per share, of the Company standing in
his/her/their/its name on the books of the Company represented by Certificate
No. ________________ herewith and do(es) hereby irrevocably constitute and
appoint ________________________ his/her/their/its attorney-in-fact, with full
power of substitution, to transfer such shares on the books of the Company.
Dated: __________________ Signature:________________________________
Print Name and Mailing Address
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Instructions: Please do not fill in any blanks other than the signature line
and printed name and mailing address. Please print your name
exactly as you would like your name to appear on the issued
stock certificate. The purpose of this stock power is to
enable the Company to reacquire unvested stock granted to you
(i.e., effect a forfeiture) should you cease to serve as a
director under circumstances that do not result in the vesting
of your award without requiring additional signatures on your
part.
