Exhibit (4.2)
XXXXXXX OUTDOORS INC.
2003
NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”) is made as of [DATE] between Xxxxxxx Outdoors
Inc., a Wisconsin corporation (the “Company”), and [NAME] (the
“Director”).
RECITALS
WHEREAS, the Company has in
effect the Xxxxxxx Outdoors Inc. 2003 Non-Employee Director Stock Ownership Plan (the
“Plan”), which provides for the issuance of shares of the Company’s Class A
Common Stock, $0.05 par value (the “Common Stock”), to a participant on the date
the participant is first elected or appointed as a director of the Company and on the
first business day following each annual meeting of shareholders, subject to certain
restrictions on the transfer of the Common Stock as specified in the Plan (the
“Restricted Stock”); and
WHEREAS, the Company and the
Director desire to memorialize the grant of Restricted Stock made to the Director under
the Plan,
NOW, THEREFORE, in
consideration of the premises and of the covenants and agreements herein set forth, the
parties hereby mutually covenant and agree as set forth below.
AGREEMENT
1. |
Awards of Restricted Stock. Subject to the terms and conditions of the
Plan and this Agreement, the Director is hereby awarded [NUMBER] shares of
Restricted Stock. |
2. |
Non-Transferability of Stock Awards. |
|
a) |
The
shares of Restricted Stock that have been awarded to the Director are not
assignable, alienable, saleable or otherwise transferable by the Director until
the Director ceases for any reason to serve on the Board of Directors of the
Company (the “Board”). Notwithstanding the preceding sentence, the
following transfers or other dispositions will not be deemed to be a violation
of the transfer restrictions set forth herein: |
|
A
gift or other transfer of the shares of Restricted Stock issued to (i) any trust or other
estate in which the Director has a substantial beneficial interest or as to which the
Director serves as a trustee or in a similar capacity or (ii) any relative or spouse of
the Director, or any relative of such spouse, who has the same home as the Director,
which in either case would not change the Director’s beneficial ownership of the
shares of Restricted Stock for purposes of reporting under Section 16(a) of the
Securities Exchange Act of 1934, as amended; provided, that any shares of
Restricted Stock transferred by gift or otherwise pursuant to this paragraph will
continue to be subject to the non-transfer restrictions of this Section as though such
shares of Restricted Stock are held by the Director. |
|
b) |
In
addition to any legends placed on certificate(s) for shares of Restricted Stock
under Section 3 hereof, the Board may require that the certificate(s)
representing the Restricted Stock bear the following legend: |
|
“The
sale or other transfer of the shares of stock represented by this certificate is subject
to certain restrictions on transfer set forth in the Xxxxxxx Outdoors Inc. 2003
Non-Employee Director Stock Ownership Plan and a Restricted Stock Agreement dated
[DATE] between Xxxxxxx Outdoors Inc. and the registered owner hereof. A copy of
such plan and agreement may be obtained
from the Secretary of Xxxxxxx Outdoors Inc.” |
|
When
the restrictions imposed by this Section 2 terminate, the Director shall be entitled to
have the foregoing legend removed from the certificate(s) representing the shares of
Restricted Stock. |
3. |
Transfer After Lapse of Restrictions; Securities Law Restrictions. Except
as otherwise provided herein, the shares of Restricted Stock subject to this
Agreement shall become free of the restrictions of Section 2 hereof and
thereafter be freely transferable by the Director in accordance with the terms
specified in Section 2 hereof and in the Plan. Notwithstanding the
foregoing or anything to the contrary herein, the Director agrees and
acknowledges with respect to any shares of Restricted Stock subject to this
Agreement that have not been registered under the Securities Act of 1933, as
amended (the “Act”), that (i) the Director will not sell or otherwise
dispose of such shares except pursuant to an effective registration statement
under the Act and any applicable state securities laws, or in a transaction
which, in the opinion of counsel for the Company, is exempt from such
registration, and (ii) a legend will be placed on the certificate(s) for the
Restricted Stock to such effect. |
4. |
Voting Rights; Dividends and Other Distributions. |
|
a) |
While
the shares of Restricted Stock are subject to restrictions under Section 2
hereof, the Director may exercise full voting rights with respect to such
shares of Restricted Stock. |
|
b) |
While
the shares of Restricted Stock are subject to the restrictions under Section 2
hereof, the Director shall be entitled to receive all dividends and other
distributions paid with respect to the shares of Restricted Stock. |
5. |
Interpretation by the Board. The Director agrees that any dispute or
disagreement which may arise in connection with this Agreement shall be resolved
by the Board, in its sole discretion, and that any interpretation by the Board
of the terms of this Agreement or the Plan and any determination made by the
Board under this Agreement or the Plan shall be final, binding and conclusive. |
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|
a) |
This
Agreement shall be governed and construed in accordance with the internal laws
of the State of Wisconsin. |
|
b) |
This
Agreement may not be amended or modified except by the written consent of the
parties hereto. |
|
c) |
This
Agreement shall be binding upon and inure to the benefit of the Company and its
successors and assigns and shall be binding upon and inure to the benefit of
the Director, a designated beneficiary and the personal representative(s) and
heirs of the Director. |
|
d) |
The
federal tax consequences of this award are as noted in __________________. |
IN WITNESS WHEREOF, the
parties have executed this Agreement on the day and the year first above written.
XXXXXXX OUTDOORS INC.
By: |
Xxxxx X. Xxxxxx Vice President of Human Resources |
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