EXHIBIT 10(b)
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT entered into as of this [day]th day of [month], [year] (the
"Award Date") by and between XXXXXXX COMPANY, a Michigan corporation (the
"Company"), and [EMPLOYEE NAME] (the "Employee").
WITNESSETH THAT:
WHEREAS, pursuant to the terms of the Xxxxxxx Company 2003 Long Term
Incentive Plan (the "Plan"), the Board of Directors of the Company (the "Board")
has determined that the Participant should be awarded Restricted Shares under
the Plan.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. Pursuant to Section 5 of the Plan, the Company has granted to the
Participant [number] shares of common stock of the Company, without par
value ("Common Stock"), effective [Date] ("Restricted Shares"), subject to
the conditions hereinafter set forth.
2. Vesting. Except as provided in Section 3 below, the Restricted Stock
awarded hereunder shall be permanently forfeited if the Employee's date of
termination of employment occurs prior to the following date or dates and
then only with respect to the number of shares that have not vested as of
that date:
Vesting Date Number of Shares Vesting
[Date] [Shares]
[Date] [Shares]
3. Accelerated Vesting. Notwithstanding Section 2 above, if the Employee's
Date of Termination occurs because of death, Disability, involuntary
termination by the Company without Cause or voluntary termination by the
Employee for Good Reason, or in the event of a Change in Control of the
Company (as this is defined in the Plan in effect on the date of this
Agreement), the Restricted Period and the restrictions imposed hereunder
shall end with respect to all of the shares of Restricted Stock awarded
hereunder effective as of the date of any such event.
4. Terms and Conditions of Restricted Stock. The Restricted Stock granted
under this Agreement shall be subject to the following additional terms
and conditions:
(i) Except as may otherwise be specifically permitted under the Plan or
by the terms of this Agreement, shares of Restricted Stock may not
be sold, assigned, pledged or otherwise encumbered prior to the end
of the Restricted Period.
(ii) Except as otherwise provided in this Agreement, the Employee shall
have all of the rights of a stockholder, including, but not limited
to, the right to vote such shares and the right to receive dividends
paid on such shares.
(iii) Each certificate issued with respect to the Restricted Stock granted
under Section 1 shall be registered in the name of the Employee and
shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the Xxxxxxx
Company 2003 Long Term Incentive Plan and an agreement entered
into between the registered owner and Xxxxxxx Company. A copy
of such plan and agreement is on file in the office of the
Secretary of Perrigo Company, 000 Xxxxxxx, Xxxxxxx, Xxxxxxxx
00000."
(iv) The Company may require a written statement that the Employee is
acquiring the shares of Restricted Stock for investment and not for
the purpose or with the intention of distributing the shares, except
for a sale to a purchaser who makes the same representation in
writing, and that the holder of the shares of Restricted Stock,
either before or after the end of the Restricted Period, will not
dispose of them in violation of the registration requirements of the
Securities Act of 1933 or any other applicable law.
5. Adjustment to Shares. In the event of any stock dividend, stock split,
recapitalization or other change affecting the Common Stock as a class
without receipt of consideration, then any new, substituted or additional
securities or other property (including money paid other than as a regular
cash dividend), which is by reason of any such transaction distributed to
the Employee with respect to the shares of Restricted Stock, shall be
immediately subject to a similar Restricted Period. Appropriate
adjustments to reflect the distribution of such securities or property
shall also be made to the number of shares of Restricted Stock.
6. Withholding. This award is subject to the withholding of all applicable
taxes. The Company may withhold, or permit the Employee to remit to the
Company, any Federal, state or local taxes applicable to the grant,
vesting or other event giving rise to tax liability with respect to this
award. The Employee may elect to surrender previously acquired Common
Stock or to have the Company withhold Common Stock relating to this award
in an amount sufficient to satisfy all or a portion of such tax liability.
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7. Definitions. The following terms shall have the meaning ascribed to such
terms below:
(i) Cause. A termination for "Cause" means in the reasonable judgment of
the Board of Directors of the Company (i) gross negligence or
willful and continued failure by the Employee to substantially
perform his duties as an employee of the Company (other than any
such failure resulting from incapacity due to physical or mental
illness), (ii) willful misconduct by the Employee which is
demonstrably and materially injurious to the Company, monetarily or
otherwise, (iii) the engaging by the Employee in egregious
misconduct involving serious moral turpitude to the extent that his
credibility and reputation no longer conforms to the standard of
senior employees of the company, or (iv) the commission by the
Employee of a material act of dishonesty or breach of trust
resulting or intending to result in personal benefit or enrichment
to the Employee at the expense of the Company. For purposes of this
provision, no act or failure to act shall be deemed "willful" unless
done or omitted to be done not in good faith and without reasonable
belief that such action or omission was in the best interest of the
Company.
(ii) Disability means that (i) the Employee is eligible for disability
benefits under the Company's long-term disability plan, or (ii) he
has a physical or mental disability which renders him incapable,
after reasonable accommodation, of performing substantially all of
his duties hereunder for a period of 180 days (which need not be
consecutive) in any 12-month period. In the event of a dispute as to
whether the Employee is disabled, the Company may, at its expense,
refer him to a licensed practicing physician of the Company's choice
and the Employee agrees to submit to such tests and examination as
such physician shall deem appropriate. The determination of such
physician shall be final and binding on the Company and Employee.
(iii) Good Reason. A termination for "Good Reason" means, without the
Employee's consent, (i) assigning duties to the Employee that are
inconsistent in any substantial respect with the with the position,
authority, or responsibilities associated with the office of Vice
President Quality & Compliance, (ii) the failure by the Company to
pay the Employee any portion of his current compensation within ten
(10) business days of the date such compensation is due, (iii) the
failure by the Company to continue any incentive compensation plan
in which the Employee participates which is material to his
compensation, unless an equitable substitute plan or alternative
plan is made available to the Employee, and (iv) the failure by the
Company to obtain a satisfactory agreement from any successor to the
business of the Company to assume and agree to perform this
Agreement. In the case of clause (iv) next above, notice of
termination for Good Reason shall be given, if at all, within 30
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days following the occurrence of the event giving rise to the right
to terminate for Good Reason.
8. Compliance with Applicable Law. Notwithstanding any other provision of
this Agreement, the Company shall have no obligation to issue any shares
of Restricted Stock or Common Stock under this Agreement if such issuance
would violate any applicable law or any applicable regulation or
requirement of any securities exchange or similar entity.
9. Successors and Assigns. This Agreement shall be binding upon any or all
successors and assigns of the Company.
10. Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the state of Michigan
without regard to principals of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the day and year first above written.
XXXXXXX COMPANY
By ____________________________________
Xxxxx X. Xxxxxxx
Its: Chairman, President & CEO
ATTEST:
_______________________________
Xxxx X. Xxxxxx, Secretary
EMPLOYEE
________________________________________
[Employee Name]
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