EXHIBIT 10.9
PERFORMANCE RESTRICTED STOCK AGREEMENT
PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the 28th day of February,
2001, between Marine Products Corporation, a Delaware corporation
(hereinafter called the "Company"), and ((Employee Name)), an employee of the
Company or one or more of its subsidiaries (hereinafter called the
"Employee").
WHEREAS, the Company desires to grant to the Employee, as an incentive for
Employee to promote the interests of the Company and its subsidiaries, the right
to receive shares of its Common Stock, par value $0.10 per share (hereinafter
called the "Common Stock"), subject to certain performance and continued
employment vesting criteria, pursuant to the terms and provisions of the
Company's 2001 Employee Stock Incentive Plan (hereinafter called the "Plan"), as
hereinafter provided.
WHEREAS, this grant is in replacement of a certain prior Performance Restricted
Stock Agreement entered into between Employee and RPC, Inc. that terminated upon
the spin-off of the Company by RPC, Inc.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:
THE PLAN. This Agreement is made pursuant to and in accordance with the
terms and provisions of the Plan. Anything in this Agreement to the contrary
notwithstanding, the terms and provisions of the Plan, all of which are hereby
incorporated herein by reference, shall be controlling in the event of any
inconsistency herewith.
1 ADMINISTRATION. Unless administration of the Plan is assumed
by the Board of Directors of the Company, the Plan shall be
administered by a committee of the Board of Directors of the
Company constituted in accordance with the Plan, (hereinafter
referred to as the "Committee".) The Committee is authorized
and empowered to administer and interpret the Plan and this
Agreement. Any interpretations of this Agreement or of the
Plan made by the Committee shall be final and binding upon the
parties hereto.
2. GRANT OF PERFORMANCE RESTRICTED STOCK. Effective as of
February 28, 2001 (the "Grant Date"), the Company hereby
irrevocably grants to the Employee the right to receive the
following ((Grant Amount)) grants of shares of Common Stock,
subject to satisfaction of the vesting requirements and the
terms and conditions hereinafter set forth in Section 3 below
(such shares of Common Stock being hereinafter referred to in
the aggregate as the "Performance Restricted Stock"):
-------------------- ---------------------------------- ---------------------------- ---------------------------------
GRANT # of Average Stock Normal
-----
SHARES PRICE CONDITION AWARD DATE
-------------------- ---------------------------------- ---------------------------- ---------------------------------
1 X $ 2.897 January 27, 1999
-------------------- ---------------------------------- ---------------------------- ---------------------------------
2 X $ 3.331 January 27, 2000
-------------------- ---------------------------------- ---------------------------- ---------------------------------
3 X $ 3.830 January 27, 2001
-------------------- ---------------------------------- ---------------------------- ---------------------------------
4 X $ 4.405 January 27, 2002
-------------------- ---------------------------------- ---------------------------- ---------------------------------
5 X $ 5.066 January 27, 2003
-------------------- ---------------------------------- ---------------------------- ---------------------------------
Total Shares Grant Amount
-------------------- ---------------------------------- ---------------------------- ---------------------------------
3. STOCK PERFORMANCE. No Performance Restricted Stock will be issued
pursuant to any of the aforementioned grants unless and until the
performance criteria set forth below in this Section 3 with
respect to such grant have been satisfied:
(a) With respect to the first grant, the Average Closing Price
(defined to be the average closing price of the Common Stock on
the New York Stock Exchange for 10 consecutive trading days
occurring from and after the Grant Date) must equal or exceed the
Average Stock Price Condition for such grant (as disclosed in the
table in Section 2 above) on or before January 27, 1999.
(b) With respect to grants [2, 3 AND 4], the Average Closing Price
must equal or exceed the Average Stock Price Condition for such
grant at some point within the twelve month period beginning on
the earlier to occur of (i) the Normal Award Date for such grant
(as disclosed in the table in Section 2 above), or (ii) the date
that the Average Closing Price first equaled or exceeded the
Average Stock Price Condition with respect to the next previous
grant.
(c) With respect to grant [5], the Average Closing Price must
equal or exceed the Average Stock Price Condition for such grant
on or before January 27, 2003.
Subject to the provisions hereof and of the Plan, as soon as practicable
after the performance conditions set forth above have been satisfied with
respect to any grant the Performance Restricted Stock pertaining to such
grant shall be issued in the name of Employee and held in escrow by the
Company in accordance with Section 6 hereof. The date on which the
Company becomes obligated to issue shares of Performance Restricted Stock
with respect to any grant hereunder pursuant to the terms of this Section
3 is hereinafter referred to as the "Obligation Date" with respect to
such Performance Restricted Stock. Should the Employee's employment with
the Company terminate for any reason prior to the Obligation Date of any
Performance Restricted Stock that is the subject of this Agreement, such
Performance Restricted Stock shall not be issued and all rights hereunder
with respect to such Performance Restricted Stock shall be forfeited.
With respect to each grant, if the Average Closing Price does not equal
or exceed the Average Stock Price Condition for such grant within the
required time period, the shares of Performance Restricted Stock to which
the grant pertains shall not be issued; provided, however, that if the
Average Closing Price equals or exceeds the Average Stock Price Condition
with respect to grant 5 at any time on or before January 27, 2003, all
shares of Performance Restricted Stock pertaining to all five grants made
pursuant to this Agreement shall be issued in accordance with the
provisions of the foregoing paragraph hereof. If the Average Closing
Price does not equal or exceed the Average Stock Price Condition with
respect to grant
2
5 at any time on or before January 27, 2003, all shares of Performance
Restricted Stock pertaining to grants made pursuant to this Agreement
which have not previously been issued shall be forfeited by Employee.
4. SERVICE/EMPLOYMENT. Once issued in accordance with Section 3
above, each Performance Restricted Stock award shall vest upon
that date which is the earlier of (a) the fifth (5th) anniversary
of the Obligation Date applicable to such award, or (b) the date
Employee reaches age 65, but only if, through such date, Employee
shall have been in the continuous employ of the Company or a
subsidiary thereof, in a position of equivalent or greater
responsibility as on the Grant Date. If Employee's employment with
the Company terminates at any time prior to the vesting pursuant
to this Section 4 of any Performance Restricted Stock issued in
his or her name, he or she shall forfeit all such unvested
Performance Restricted Stock, unless the Employee's employment
terminates due to his or her death or permanent disability (as
determined by the Committee in accordance with the Plan), in which
case any such unvested Performance Restricted Stock shall vest
immediately. Any Performance Restricted Stock that is issued
pursuant to Section 3 after age 65, but before Retirement (as
defined in the Plan), shall vest immediately upon the issuance
thereof. The transfer of employment by Employee between the
Company and a subsidiary thereof shall not be deemed a termination
of employment under the Plan or this Agreement.
5. ESCROW: DIVIDENDS AND VOTING RIGHTS. Prior to the completion of
the vesting period referenced in Section 4 above, all issued
(earned) shares of Performance Restricted Stock shall be held in
escrow by the Company for the benefit of Employee. During such
period, prior to any forfeiture of the shares, Employee shall
receive all cash dividends declared with respect to the shares and
shall have the right to exercise all voting rights with respect to
the shares. At the discretion of the Company, any share
certificates so held in escrow shall be inscribed with a legend
referencing the transfer restrictions contained in this Agreement
and any other applicable transfer restrictions. Any share
certificates issued pursuant to a stock split or as dividends with
respect to the Performance Restricted Stock held in escrow shall
also be held in escrow on the same terms as the Performance
Restricted Stock and shall be released at the same time as, and
subject to the same risk of forfeiture as, the shares with respect
to which they were issued. Any issued Performance Restricted Stock
which the Employee does not forfeit pursuant to Section 4 above
shall be transferred to the Employee free of any forfeiture
conditions under the Plan or this Agreement as soon as practicable
after the service vesting condition under Section 4 above has been
satisfied or no longer applies; provided, however, that if the
Committee at any time before such transfer reasonably determines
that the Employee might have violated any applicable criminal law,
the Committee shall have the right to cause all of Employee's
Performance Restricted Stock then held in escrow to be forfeited,
without regard to whether (i) Employee has satisfied the service
vesting condition set forth in Section 4 before the date the
Committee makes such determination, or (ii) Employee's employment
is (or might have been) terminated as a result of such conduct.
3
6. NON-TRANSFERABILITY. No rights granted pursuant to this Agreement
shall be assignable or transferable, and such rights shall not be
subject to execution, attachment or other process until that date
on which the Performance Restricted Stock vests pursuant to
Section 4. The Company may, at its discretion, place a legend to
such effect on the certificates representing the shares of
Performance Restricted Stock and issue appropriate stop transfer
instructions to the Company's transfer agent.
7. CHANGE IN CAPITALIZATION. In general, if the Company is merged
into or consolidated with another corporation under circumstances
in which the Company is not the surviving corporation, or if the
Company is liquidated, or sells or otherwise disposes of
substantially all of its assets to another corporation (any such
merger, consolidation, etc. being hereinafter referred to as a
"Non-Acquiring Transaction") while the Performance Restricted
Stock is outstanding under the Plan, after the effective date of a
Non-Acquiring Transaction Employee shall be entitled to receive
such stock or other securities as the holders of the same class of
stock as the Performance Restricted Stock shall be entitled to
receive in such Non-Acquiring Transaction based upon the agreed
upon conversion ratio or per share distribution. However, in the
discretion of the Board of Directors, any vesting restrictions on
the Performance Restricted Stock may continue in full force and
effect, subject to whatever adjustments the Board of Directors
deems appropriate. To the extent that the foregoing adjustments
relate to stock or securities of the Company, such adjustments
shall be made by the Board of Directors, whose determination in
that respect shall be final, binding and conclusive. The Committee
need not treat other holders of Performance Restricted Stock in
the same manner as Employee is treated.
8. REQUIREMENT OF LAW. If any law, regulation of the Securities and
Exchange Commission, or any regulation of any other commission or
agency having jurisdiction shall require the Company or the
Employee to take any action prior to the issuance or release from
escrow of any shares of Performance Restricted Stock, then the
date upon which the Company shall deliver or cause to be issued or
released from escrow the certificate or certificates for such
shares of Performance Restricted Stock shall be postponed until
full compliance has been made with all such requirements or law or
regulations. Further, at or before the time of issuance of any
shares of Performance Restricted Stock, the Employee shall, if
requested by the Company, deliver to the Company his/her written
statement that he/she intends to hold such shares for investment
and not with a view to resale or other distribution thereof to the
public. Further, in the event the Company shall determine that, in
compliance with the Securities Act of 1933, as amended, or other
applicable statute or regulation, it is necessary to register any
of the shares of Performance Restricted Stock, or to qualify any
such shares for exemption from any of the requirements of the
Securities Act of 1933, as amended, or other applicable statute or
regulations, then the Company shall take such action at its own
expense, but not until such action has been completed shall the
shares be issued in the name of the Employee.
9. WITHHOLDING. Employee shall have the right (absent any contrary
action by the Committee and subject to satisfying the
requirements, if any, of Rule 16b-3 promulgated pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended) to
elect that
4
the minimum tax withholding requirements applicable to the receipt
of any award pursuant to this Agreement be satisfied through a
reduction in the number of shares of Performance Restricted Stock
issued or transferred to him or her, and the Committee shall have
the right to reduce the number of shares of Performance Restricted
Stock issued or transferred to the Employee in order to satisfy
such minimum applicable tax withholding requirements.
10. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
grant Employee the right to continued employment with the Company
or to limit or restrict the right of the Company or any of its
subsidiaries to terminate an Employee's employment at any time,
with or without cause, or to increase or decrease the compensation
of the Employee from the rate in existence at the date hereof.
11. GOVERNING LAW. This Agreement and all awards made and actions
taken hereunder shall be governed by and construed in accordance
with the Delaware General Corporation Law, to the extent
applicable, and in accordance with the laws of the State of
Georgia in all other respects.
IN WITNESS WHEREOF, the Company has caused this Performance Restricted
Stock Agreement to be duly executed by an authorized officer, and the Employee
has hereunto set his/her hand, all as of the day and year first above written.
Marine Products Corporation
By:
----------------------------------------
Its: President
--------------------------------------------
Employee Name
