Exhibit 10.27
ST. XXX COMPANY 1997 STOCK INCENTIVE PLAN
RESTRICTED SHARES AGREEMENT
TAX TREATMENT The Restricted Shares are granted pursuant
to the St. Xxx Company 1997 Stock Incentive
Plan (the "Plan") and are intended to be
restricted property as provided in Section
83 of the Internal Revenue Code of 1986.
REGULAR VESTING SCHEDULE Forty percent of the Restricted Shares vest
on the second anniversary of the Vesting
Commencement Date (as shown in the Notice of
Grant of Restricted Shares). An additional
20% of the Restricted Shares vest on each
subsequent anniversary of the Vesting
Commencement Date.
Except as provided below, any non-vested
Restricted Shares automatically revert to
the Company (without any payment) when your
service as an employee of the Company or a
subsidiary of the Company terminates.
VESTING IN FULL All of the Restricted Shares become vested
in full if any of the following events
occur:
- Your service as an employee of the
Company or a subsidiary of the Company
is terminated by the Company without
"Cause" (as defined in your January
27, 1999 Employment Agreement), or
- The Company is subject to a "Change in
Control" (as defined in the Plan)
while you are an employee of the
Company or a subsidiary of the
Company, or
- You die while you are an employee of
the Company or a subsidiary of the
Company, or
- You are adjudicated incompetent or
incapacitated or become disabled (as
defined below).
No additional Restricted Shares will
become vested after your service as an
employee of the Company or a
subsidiary of the Company has
terminated for any reason other than
termination without cause, death or
disability.
Upon the vesting of a Restricted Share, it
shall be subject to no transfer restrictions
other than such restrictions as may be
imposed by law over which the Company has no
control.
For all purposes under this Agreement,
"disability" means that you are unable to
render continuous, full time service to the
Company as President and Chief Financial
Officer for a period of more than six
months.
TRANSFER RESTRICTIONS You may not sell, transfer, pledge or
otherwise dispose of the Restricted Shares
that have not yet vested under the preceding
paragraphs, except for transfers to a trust
that are expressly permitted by the
Compensation Committee of the Company's
Board of Directors. In the event of a
transfer to a trust, the trustee of the
trust must agree to be bound by this
Agreement.
TERM This Agreement terminates when all
Restricted Shares are either vested or
canceled as provided in the Plan and this
Agreement.
LEAVE OF ABSENCE For purposes of this Agreement, your service
does not terminate when you go on a military
leave, a sick leave or another bona fide
leave of absence, if the leave was approved
by the Company in writing and if continued
crediting of service is required by the
terms of the leave or by applicable law. But
your service terminates when the approved
leave ends, unless you immediately return to
active work.
WITHHOLDING TAXES AND You will not be allowed to acquire the
STOCK WITHHOLDING Restricted shares unless you make
arrangements acceptable to the Company to
pay any withholding taxes that may be due as
a result of the transfer or the later
vesting of the Restricted Shares. These
arrangements may include withholding of
amounts from future compensation payments,
withholding of Restricted Shares at time of
vesting or the payment by you to the company
of an amount equal to the required
withholding.
RESTRICTIONS ON RESALE AND By signing this Agreement, you agree not to
REGISTRATION sell any vested or non-vested Restricted
Shares at a time when applicable laws or
Company policies prohibit a sale. This
restriction will apply as long as you are an
employee, consultant or director of the
Company or a subsidiary of the Company.
However, the Company agrees to cause the
Restricted Shares to be registered under the
Securities Act of 1933 on or before the date
of the vesting of the first 20% of the
Restricted Shares.
RETENTION RIGHTS Your Restricted Shares or this Agreement do
not give you the right to be retained by the
Company or a subsidiary of the Company in
any capacity. The Company and its
subsidiaries reserve the right to terminate
your service at any time, with or without
cause subject to your January 27, 1999
Employment Agreement.
APPLICABLE LAW This Agreement will be interpreted and
enforced under the laws of the State of
Florida (excluding their choice of law
provisions).
THE PLAN AND OTHER The text of the Plan is incorporated in this
AGREEMENTS Agreement by reference.
This Agreement and the Plan constitute the
entire understanding between you and the
Company regarding these Restricted Shares.
Any prior agreements, commitments or
negotiations concerning these Restricted
Shares are superseded. This Agreement may be
amended only by another written agreement,
signed by both parties.
BY SIGNING THE NOTICE OF XXXXX OF RESTRICTED SHARES ATTACHED TO THIS AGREEMENT,
YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
ST. XXX COMPANY 1997 STOCK INCENTIVE PLAN
RESTRICTED SHARES AGREEMENT
You have been granted the following Restricted Shares of St. Xxx Company (the
"Company" common stock under the St. Xxx Company 1997 Stock Incentive Plan (the
"Plan"):
Name of Xxxxxxx: Xxxxx X. Xxxxxx
Total Number of Shares Granted: 100,000 Shares
Date of Grant: January 28, 1999
Vesting Commencement Date: February 12, 1999
By your signature and the signature of the Company's representative below, you
and the Company agree that the foregoing Restricted Shares are granted under and
governed by the terms and conditions of the Plan and the Restricted Shares
Agreement, both of which are attached to an made a part of this document.
GRANTEE ST. XXX COMPANY
----------------------- ----------------------------------
Title:
---------------------------
