Exhibit 10.7
Long-Term Stock Compensation Plan, Agreements and related documents,
effective for 1994, under which certain of the Company's senior
officers and bank presidents were eligible to receive shares of
Xxxxxxx Xxxxx, Inc. stock based upon their service to the Company and
Company performance.
58
XXXXXXX XXXXX, INC.
Long-Term Stock Compensation Plan
Grant Agreement
This Grant Agreement made on the date set forth below, by and
between Xxxxxxx Xxxxx, Inc., an Iowa Corporation (the "Company")
and Xxxxxxx X. Xxxxxx, an employee of the Company or a Subsidiary
thereof (the "Grantee").
The Company desires to carry out the purpose of its Long-Term
Stock Compensation Plan by awarding Restricted Stock Grants and
Incentive Stock Grants to the Grantee pursuant to the terms set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants set
forth in this Agreement and for good and valuable consideration,
the Company and the Employee have agreed, and do by this Agreement
agree, as follows:
1. Terms. Those terms defined in the Xxxxxxx Xxxxx, Inc., Long-
Term Stock Compensation Plan or in the Administrative Rules
adopted thereunder shall have the same meaning when used in this
Agreement.
2. Restricted Stock Grant. The Company by this Agreement
irrevocably awards the Grantee the rights to acquire 2,033 shares
of the Company's Stock pursuant to the terms of a Restricted Stock
Grant, set forth in the provisions of the Plan (a copy of which is
attached hereto as Exhibit A), the Administrative Rules adopted
pursuant to the Plan (a copy of which are attached hereto as
Exhibit B), and the Resolution of the Company's Board of Directors
(a copy of which is attached hereto as Exhibit C).
3. Incentive Stock Grant. The Company by this Agreement
irrevocably awards the Grantee the rights to acquire 3775 shares
of the Company's Stock pursuant to the terms of a Incentive Stock
Grant, set forth in the provisions of the Plan (a copy of which is
attached hereto as Exhibit A), the Administrative Rules adopted
pursuant to the Plan (a copy of which are attached hereto as
Exhibit B), the Resolution of the Company's Board of Directors (a
copy of which is attached hereto as Exhibit C) and the Performance
Criteria adopted by the Board (a copy of which is attached hereto
as Exhibit D).
4. Terms. All of the terms, conditions and provisions contained
in the Plan, Administrative Rules, Resolutions of the Board and
Performance Criteria set forth in Exhibits A, B, C, and D shall be
incorporated herein by this reference, and shall govern the
provisions of awards set forth in this Agreement.
5. Stock Legend. The Grantee hereby consents to the imposition
of an appropriate legend upon the Stock issued pursuant to the
Grants. The legend shall be in the form prescribed by the
Company's legal counsel if said counsel deems it necessary.
6. Notices. Any notices provided for under this Agreement shall
be in writing and shall be delivered in person to the party to be
notified or sent by certified mail. Notices sent to the Company
shall be addressed to Xxxxxxx Xxxxx, Inc., 000 Xxxxxxx Xxxxxx, Xxx
Xxxxxx, Xxxx, 00000. Notices sent to the Grantee shall be sent to
the Grantee's address as it appears in the Company's regular
records.
59
7. Entire Agreement. This Agreement constitutes the entire
agreement between the Company and the Grantee. No waiver,
modification or amendment of any of the terms of this Agreement
shall be effective unless set forth in a written agreement signed
by the Company and the Grantee.
In Witness Whereof, the parties have executed this Agreement
on the 8th day of February, 1994.
XXXXXXX XXXXX, INC.
By_____________________________________
Its____________________________________
COMPANY
_______________________________________
Xxxxxxx X. Xxxxxx
GRANTEE
60
XXXXXXX XXXXX, INC.
Long-Term Stock Compensation Plan
1. Purpose. The Long-Term Stock Compensation Plan (the "Plan")
is intended to advance the interests of Xxxxxxx Xxxxx, Inc. (the
"Company"), it shareholders, and its subsidiaries by providing
financial incentives to key management personnel and by
encouraging and enabling selected officers and other key employees
upon whose judgment, initiative and effort the Company is largely
dependent for the successful conduct of its business, to acquire
and retain a proprietary interest in the Company by ownership of
its stock.
2. Definitions.
2.1 "Board" means the Board of Directors of the Company.
2.2 "Stock" means the Company's $5.00 par value Common
Stock or, in the event that the Company issues a different class
of stock with the same or higher dividend and liquidation rights
as the Company's $5.00 Common Stock but with lesser voting rights,
such stock.
2.3 "Date of Grant" means the date on which the Board
authorizes a grant under the Plan.
2.4 "Grant" means the right to acquire Common Stock and/or
cash awarded under the Plan (including both Incentive Stock Grants
and Restricted Stock Grants).
2.5 "Incentive Stock Grant" means a Grant of Stock pursuant
to the provisions of Section 6.2.
2.6 "Restricted Stock Grant" means a Grant of Stock
pursuant to the provisions of Section 6.1.
2.7 "Grantee" means a person to whom a Xxxxx has been
awarded under the Plan.
2.8 "Disability" or "Disabled" shall be as defined under
the Company's disability plan, if any, or under the Social
Security Rules.
2.9 "Subsidiary" or "Subsidiaries" means a subsidiary
corporation or corporations of the Company as defined in Section
425 of the Internal Revenue Code.
2.10 "Successor" means the legal representative of the
estate of a deceased Grantee or the person or persons who acquire
the right to exercise a Grant by bequest or inheritance or
otherwise by reason of the death or disability of any Grantee.
2.11 "Administrative Rules" means Rules adopted by a
majority vote of the Board to interpret the provisions of the Plan
or to impose other terms, conditions and restrictions on the
Grant, issuance and transfer of Grants and Stock issued pursuant
to the award of Grants. Administrative Rules shall, upon adoption,
become part of this Plan as if originally stated herein. The
Rules adopted by the Board shall be passed by resolution and kept
at the Company's main office.
2.12 "Change in Control" shall mean a change in the
ownership of 50% or more of the Company's par Value $5.00 Common
Stock as certified by the Secretary of the Company.
2.13 "Performance Criteria" shall mean the criteria
established by the Board pursuant to Section 6.2.3 of the Plan.
61
2.14 "Qualified Contingent Vesting Event" shall mean an
event described in Sections 6.2.4.2, 6.2.4.3, and 6.2.4.4.
3. Administration of Plan. The Plan shall be administered by
the Board. Grants to members of the Board may be granted only by
a majority of the disinterested members of the Board. The Board
shall have full and final authority in its discretion, subject to
the provisions of the Plan, to determine the individuals to whom
and the time or times at which Grants shall be made and the number
of shares of Stock covered by each Grant; to determine the
Performance Criteria with respect to Incentive Stock Grants; to
construe and interpret the Plan; to determine the terms and
provisions of the respective Grant agreements and to make all
other determinations and take all other actions deemed necessary
or advisable for the proper administration of the Plan. All such
actions and determinations shall be conclusively binding for all
purposes and upon all persons.
4. Stock Subject to Grant. The aggregate number of shares of
the Company's Stock which may be issued upon the exercise of
Grants made under the Plan shall not exceed 240,000, subject to
adjustment under the provisions of Section 11. The shares of
Stock to be granted may be authorized but unissued shares, shares
issued and reacquired by the Company or shares bought on the
market for the purposes of the Plan. In the event any Grant
shall, for any reason, terminate or expire or be surrendered to
the Company, the shares subject to such Grant shall again be
available to be awarded under the Plan.
5. Participants. Grants may be awarded under the Plan to
officers, directors and key employees of the Company or of any
of its Subsidiaries.
6. Terms and Conditions of Grants. Any Grant under the Plan
shall be evidenced by an agreement executed by the Company and
the applicable Grantee and shall contain such terms and be in
such form as the Board may from time to time approve, subject
to the following limitations and conditions:
6.1 Restricted Stock Grants.
6.1.1 Authorized Shares. The aggregate number of
shares that may be awarded to employees under the Plan pursuant to
Restricted Stock Grants shall not exceed 84,000 shares of Stock.
In the event any Restricted Stock Grant shall, for any reason, be
forfeited, terminated, expire or be surrendered to the Company,
the shares subject to such Restricted Stock Grant shall again be
available to be awarded as a Restricted Stock Grant under the
Plan.
6.1.2 Restricted Stock Grants. Restricted Stock may
be awarded by the Board to participants of the Company chosen by
the Board in its sole discretion. The amount of each award shall
be subject to the terms and conditions set forth in an agreement
between the Company and the Grantee containing the terms and
conditions of the award, which shall be consistent with the
provisions set forth in this Plan and the Administrative Rules
adopted by the Board. All Restricted Stock Grants that do not vest
pursuant to the provisions of Section 6.1.3 shall be forfeited.
6.1.3 Vesting of Restricted Stock Grants. Restricted
Stock Grants shall vest with the Grantee following the Grantee's
completion of three (3) successive calendar years of employment
with the Company or any Subsidiary, with said years being
specified by the Board. The Restricted Stock Grants awarded to
Grantees shall be considered vested or forfeited on the January
1st following completion of the third successive calendar year of
employment with the Company or any Subsidiary.
62
6.1.4 Notwithstanding the foregoing:
6.1.5 Termination of Employment. Upon termination of
a Grantee's employment with the Company or with any of its
Subsidiaries for reasons other than death, disability, retirement
after age 65 or retirement before age 65 with Board approval, the
Grantee's and the Company's rights, duties and obligations under
the Restricted Stock Grant shall be terminated and the Restricted
Stock Grants shall be forfeited.
6.1.6 Death or Disability of Grantee. If a Grantee
to whom a Restricted Stock Grant shall have been awarded, shall
die or become disabled while the Grantee is employed by the
Company or one or more of its Subsidiaries, such Restricted Stock
Grant shall thereupon be 100% vested.
6.1.7 Retirement of Grantee. In the event that a
Grantee to whom a Restricted Stock Grant shall have been awarded
shall retire upon or after the age of 65, any Restricted Stock
Grant held by such retired Grantee shall thereupon be 100% vested.
In the event Grantee retires prior to age 65, with the approval
of the Board in its sole discretion, the Restricted Stock Grant
will become (i) one-third (1/3) vested if the retirement occurs
after the completion of the first calendar year specified by the
Board but prior to the completion of the second calendar year
specified by the Board and (ii) 100% vested if the retirement
occurs after the completion of the second calendar year specified
by the Board. If the Grantee retires prior to the age of 65
without the approval of the Board, the provisions of Section
6.1.4.1 shall control.
6.1.8 Change in Control of the Company. In the event
of a Change in Control of the Company, the outstanding Restricted
Stock Grants shall thereupon be 100% vested, and, to the extent
permitted by law, the Grantees shall be permitted to participate
in the sale or merger resulting in the Change in Control.
6.1.9 Incentive Stock Grants.
6.1.10 Authorized Shares. The aggregate number of
shares that may be awarded to employees under the Plan pursuant to
Incentive Stock Grants shall not exceed 156,000 shares of Stock.
In the event any Incentive Stock Grant shall, for any reason, be
forfeited, terminate or expire or be surrendered to the Company,
the shares subject to such Incentive Stock Grant shall again be
available to be awarded as a Incentive Stock Grant under the Plan.
6.1.11 Incentive Stock Grants. Incentive Stock Grants
may be awarded by the Board to participants of the Company chosen
by the Board in its sole discretion. The amount of each award
shall be subject to the terms and conditions set forth in an
agreement between the Company and the Grantee containing the terms
and conditions of the award, which shall be consistent with the
provisions set forth in this Plan and the Administrative Rules
adopted by the Board. All Incentive Stock Grants that do not
vest pursuant to the provisions of Section 6.2.3 shall be
forfeited.
6.1.12 Vesting of Incentive Stock Grants. Incentive
Stock Grants shall vest with the Grantee following: (a) the
Grantee's completion of three (3) successive calendar years of
employment, with said years specified by the Board; and (b) the
Company achieving the Performance Criteria specified by the Board
on the Grant Date. The number of shares vested pursuant to any
Grant, if any, shall be determined pursuant to the Performance
Criteria set by the Board. The Stock awarded pursuant to
Incentive Stock Grant shall be considered vested or forfeited on
the January 1st following completion of the third successive
calendar year specified by the Board.
63
6.1.13 Performance Criteria. The Performance Criteria
shall be set by the Board. The Performance Criteria shall be the
same for each Grantee receiving a Grant on a particular Grant
Date, provided that the Performance Criteria set with respect to a
particular Grant Date may be different from Performance Criteria
set for prior or subsequent Grant Dates. The Board shall
determine the Performance Criteria prior to or during the first
year of the performance period specified by the Board.
6.1.14 Performance in Excess of 100% of Incentive
Stock Grant. The Board may establish Performance Criteria in
amounts that exceed 100% of the Performance Stock Granted to the
Grantees. In the event that the Performance Criteria set by the
Board exceed 100% of the Stock to be awarded by a Grant, any and
all amounts in excess of 100% shall be paid in cash to the Grantee
based upon the Fair Market Value of the Stock on the date
Incentive Stock Grant Vests. For the purposes hereof, "Fair
Market Value" shall be as determined by the Board and such
determination shall be binding upon the Company and upon the
Grantee. The Board may make such determination: (i) in the case of
Stock not then listed and traded upon a recognized securities
exchange, upon the basis of the mean between the closing bid and
asked quotations for such stock on the date the Incentive Stock
Grants vest (as reported by the Wall Street Journal "NASDAQ Bid
and Asked Quotations" National Market Listings or as reported by
NASDAQ if not reported in the Wall Street Journal) or in the event
that there shall be no bid or asked quotations on such date, then
upon the basis of the bid and asked quotations nearest preceding
such date, or (ii) in the case the Stock shall then be listed and
traded upon a recognized securities exchange, upon the basis of
the mean between the highest and lowest selling prices at which
shares of Stock were traded on such recognized securities exchange
on the date the Incentive Stock Grants vest, as reported in the
Wall Street Journal or, if the Stock was not traded on said date,
the date nearest preceding such date, and (iii) upon any other
factors which the Board shall deem appropriate.
6.1.15 Notwithstanding the foregoing:
6.1.16 Termination of Employment. Upon termination of
a Xxxxxxx's employment with the Company or with any of its
Subsidiaries for reasons other than death, disability, retirement
after age 65 or retirement before age 65 with Board approval, the
Grantee's and the Company's rights, duties and obligations under
the Incentive Stock Grant shall be terminated and the Incentive
Stock Grant shall be forfeited.
6.1.17 Death or Disability of Grantee. If a Grantee
to whom an Incentive Stock Grant shall have been awarded shall die
or become disabled while he shall be employed by the Company or
one or more of its Subsidiaries, such Incentive Stock Grant shall
thereupon be vested in accordance with the provisions of Section
6.2.5 and said death or disability shall be deemed to be a
Qualified Contingent Vesting Event.
6.1.18 Retirement of Grantee. In the event that a
Grantee to whom an Incentive Stock Grant shall have been awarded
shall retire upon or after the age of 65, such Incentive Stock
Grant held by such retired Grantee shall thereupon be vested in
accordance with the provisions of Section 6.2.5 and said
retirement shall be deemed to be a Qualified Contingent Vesting
Event. In the event Grantee retires prior to age 65, the Incentive
Stock Grant may become vested in accordance with the provisions of
Section 6.2.5 upon the approval of the Board in its sole
discretion; and upon such approval by the Board said retirement
shall be deemed to be a Qualified Contingent Vesting Event. If
the Grantee retires prior to the age of 65 without the approval of
the Board, the provisions of Section 6.2.4.1 shall control.
64
6.1.19 Change in Control of the Company. In the event
of a Change in Control of the Company, such Incentive Stock Grants
shall thereupon be vested in accordance with the provisions of
Section 6.2.5, and said Change in Control shall be deemed to be a
Qualified Contingent Vesting Event. Furthermore, to the extent
permitted by law, the Grantees shall be permitted to participate
in the sale or merger resulting in the Change in Control.
6.1.20 Contingent Vesting Rules. Pursuant to the
provisions of Sections 6.2.4.2, 6.2.4.3, and 6.2.4.4 the Incentive
Stock Grants shall vest upon the occurrence of a Qualified
Contingent Vesting Event, in accordance with the terms set forth
below.
6.1.21 If a Qualified Contingent Vesting Event occurs
prior to the completion of the first year of the performance
period specified by the Board, all of the Incentive Stock Grants
shall be forfeited and none of the Incentive Stock Grants shall
thereafter become vested in the Grantee.
6.1.22 If a Qualified Contingent Vesting Event occurs
after the completion of the first year of the performance period
specified by the Board but prior to the completion of the second
year of the performance period specified by the Board, the Grantee
shall be entitled to receive one-third (1/3) of the Incentive
Stock Grant that would vest if the Performance Criteria was
applied to the financial results of the Company for the first
fiscal year of the performance period. All other Incentive Stock
Grants not vested pursuant to the provisions of the preceding
sentence shall be forfeited.
6.1.23 If a Qualified Contingent Vesting Event occurs
after the completion of the second year of the performance period
specified by the Board, but prior to the completion of the third
year of the performance period specified by the Board, the Grantee
shall be entitled to receive 100% of the Incentive Stock Grant
that would vest if the Performance Criteria was applied to the
financial results of the Company for the first and second fiscal
years of the performance period. All other Incentive Stock Grants
not vested pursuant to the provisions of the preceding sentence
shall be forfeited.
7. Delivery of Stock. Stock and any cash payments (if
applicable) to be delivered to a Grantee pursuant to the vesting
of a Grant, shall be delivered to the Grantee within 90 days of
the date the Grant vests. In the event that a Grantee is unable
to accept the Stock due to death, disability or otherwise, the
Stock and any cash payments (if applicable) shall be delivered to
the Grantee's Successor.
8. Fractional Shares. No factional shares of Stock shall be
issued to any participant pursuant to the terms of the Plan. The
vesting of any Grant shall be rounded to the nearest whole share.
In the event that 50% or more of a share shall vest pursuant to
the terms of the Plan, the Participant shall be vested with the
next whole share; to the extent that less than 50% of a share
shall vest, the participant shall rounded down to the next whole
share and the percentage of the share shall be disregarded.
9. Shareholder Rights. Neither a Grantee nor his Successor
shall have any of the rights of a shareholder (including but not
limited to voting or dividend rights) of the Company until the
Grants have vested and the stock certificates evidencing the
shares awarded by the Grants are properly delivered to such
Grantee or his Successor; provided, however, that the Grantee
shall be entitled to receive a cash payment (in the form of a
bonus or death benefit) from the Company equal to the amount of
any dividends which would have been payable on the Stock if the
Stock had been issued to the Grantee on the date the Grant vested.
65
10. No Alteration of Employment Terms. The Grant to an eligible
person does not alter in any way the Company's or the relevant
Subsidiary's existing rights to terminate such person's employment
at any time for any reason, nor does it confer upon such person
any rights or privileges except as specifically provided for in
the Plan.
11. Adjustments. In the event that the outstanding shares of
Stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, stock split-up,
combination of shares, or dividend or other distribution payable
in capital stock, appropriate adjustment shall be made by the
Board in the number and kind of shares as to which Grants may be
made under the Plan. In addition, there shall be appropriate
adjustments made in the number and kind of shares of Stock as to
which outstanding Grants shall be issued, to the end that the
proportionate interest of the holder of the Grant shall, to the
extent practicable, be maintained as before the occurrence of such
event. Such adjustment in outstanding Grants shall be made
through a change in the total number or kind of shares awarded in
the Grant.
12. Restrictions on Issuing Shares. The issuance of Stock
pursuant to the vesting of a Grant shall be subject to the
condition that, if at any time the Company shall determine in its
discretion that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration, or
qualification of any shares otherwise deliverable upon such
exercise upon any securities exchange or under any state or
federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in
connection with, the delivery of the Stock pursuant thereto, then
in any such event, such delivery shall be deferred until such time
as such withholding, listing, registration, qualification, consent
or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
13. Suspension and/or Termination of Plan. The Board may at any
time suspend or terminate the Plan. Unless previously terminated
by the Board, no further Grants shall be awarded under the Plan
after December 31, 1995. No Grants may be awarded during any
suspension or termination of the Plan. No suspension or
termination of the Plan shall, without a Grantee's consent, alter
or impair any of the rights or obligations under any Grant
theretofore awarded to such Grantee under the Plan.
14. Nontransferability of Grants. No Grant awarded under the
Plan shall be transferable otherwise than by bequest or by laws of
descent and distribution, and during the lifetime of the Grant
only the Grantee or Xxxxxxx's Successor may receive stock or cash
from the Grant.
15. Effectiveness of the Plan. The Plan shall become effective
only after the Board shall, by the affirmative vote of a majority
of its members, have approved the Plan.
16. Time of Awarding Grants. Nothing contained in the Plan nor
in any resolution adopted or to be adopted by the Board of
Directors or the stockholders of the Company nor any action taken
by the Board shall constitute a Grant. A Grant shall take place
only when a written Agreement is duly executed by the Company and
the Grantee to whom such Xxxxx shall be awarded.
66
ADMINISTRATIVE RULES
FOR XXXXXXX XXXXX, INC.
LONG-TERM STOCK COMPENSATION PLAN
1. Definitions. Those terms defined in the Plan shall have the
same meaning when used in these Rules.
2. Withholding Taxes. Prior to issuing any Stock pursuant to
the terms of a Grant, a Grantee shall be required to make adequate
provisions for the withholding of any and all applicable State,
Federal and local taxes (hereinafter "Withholding Taxes"). The
manner in which Withholding Taxes shall be remitted to the
appropriate taxing authorities shall be by a cash payment to the
Company from the Grantee in an amount equal to the amount of
Withholding Taxes that must be remitted to the respective taxing
authorities unless the Grantee elects to pay the withholding taxes
pursuant to an alternative method described in either Section 2.1
or 2.2 hereof. After the Grantee determines whether the
alternative method will apply, the Board, in its sole discretion,
shall determine which alternative method is applied to the
particular Grantee.
2.1 Loan. The Grantee may obtain a loan from the Company
or one of the Company's subsidiaries in an amount equal to the
amount of Withholding Taxes that must be remitted to the
respective taxing authorities. Any loan to a Grantee must be made
with interest payable at prime and the loan being due and payable
on December 31 of the year in which the withholding taxes are due
and payable. All loans made to a Grantee must comply with all
federal and applicable state banking laws. Nothing contained in
this paragraph shall require any subsidiary of the Company to make
a loan to a Grantee.
2.2 Exchange of Stock. The Grantee may exchange the right
to receive a portion of the Stock issuable pursuant to a Grant for
an amount of cash equal in value to the amount of Withholding
Taxes that must be remitted to the respective taxing authorities
based upon the Fair Market Value of the Stock at the time of
withholding.
3. Performance Criteria. The performance criteria established
by the Board shall have the following meanings and shall be
interpreted in accordance with the following rules.
3.1 "Average Annual Earnings Per Share Growth (EPS)" shall
be determined by dividing the sum of the "Annual Percentage Growth
Rates in EPS" for each of the years contained in the performance
period by the total number of years in the performance period.
3.2 "Annual Percentage Growth Rates in EPS" shall mean
annual percentage growth in the Company's Earnings Per Share (for
consolidated financial reporting purposes) after the effect of
adjusting earnings for the financial statement expense of Grants
under the Plan pursuant to Generally Accepted Accounting
Principles.
3.3 "Earnings Per Share" shall be the primary earnings per
share of the Company for consolidated financial reporting
purposes.
The following example shall illustrate the definitions set
forth above:
67
During the years 1991, 1992, 1993 and 1994 the Company's
Earnings Per Share are $1.80, $2.10, $2.31 and $2.60 respectively.
After adjustment for the financial statement expense of Grants
under the Plan, the Company's earnings per share are $1.80, $1.90,
$2.20 and $2.40 for 1991, 1992, 1993 and 1994 respectively. The
Annual Percentage Growth Rate in EPS for 1992 is computed by
subtracting the 1991 adjusted earning per share ($1.80) from the
adjusted 1992 earning per share ($1.90) and dividing that number
by the 1991 adjusted earning per share ($1.80). Therefore, the
Annual Percentage Growth Rate in EPS for 1992 is 5.55%. The
Annual Percentage Growth Rate in EPS for 1993 and 1994 (computed
in the same manner) is 15.78% and 9.09% respectively. The Average
Annual Earning Per Share Growth for the years 1992, 1993 and 1994
is 10.13% ((5.55 + 15.78 + 9.09)/3).
4. Restricted Stock Grants - Vesting and Forfeiture Rules. The
following examples are intended to act as an illustration of the
Board's intentions with respect to Restrictive Stock Grant awards
pursuant to the Plan. All of the examples set forth below are
based upon the following facts:
Employee X is granted a restricted stock Grant in 1992. The
terms of the Grant entitle the employee to receive 100 shares of
Stock if the X is employed with the Company or any Subsidiary on
January 1, 1995.
4.1 Death or Disability. On June 15, 1992, Employee X
becomes disabled or dies. Employee X becomes fully vested in the
100 shares of Stock.
4.2 Termination. On November 15, 1994, Employee X is
terminated by the Company. Because Employee X is not employed by
the Company on January 1, 1995 and has not been continuously
employed by Company the for three consecutive years, none of the
Restricted Stock Grants shall vest.
5. Incentive Stock Grants - Vesting and Forfeiture Rules. The
following examples are intended to act as an illustration of the
Board's intentions with respect to Incentive Stock Grants awarded
pursuant to the Plan. All of the examples set forth below are
based upon the following facts:
Employee X is granted an Incentive Stock Grant in 1992. The
terms of the Grant entitle the employee to receive up to 100
shares of Stock if (1) X is employed with the Company or any
Subsidiary on January 1, 1995; and (2) the Company meets or
exceeds certain Performance Criteria. The Performance Criteria
adopted by the Board specify that if the Average Earnings Per
Share Growth of the Company's Stock is below 7.50% - none of the
Incentive Stock Grants will vest; if the Average Earnings Per
Share Growth of the Company's Stock is from 7.50% to 8.74% - 50%
of the Incentive Stock Grants will vest; if the Average Earnings
Per Share Growth of the Company's Stock is from 8.75% to 9.99% -
75% of the Incentive Stock Grants will vest; if the Average
Earnings Per Share Growth of the Company's Stock is from 10.00% to
11.99% - 100% of the Incentive Stock Grants will vest. The
Company's Earnings Per Share Growth for the years 1992, 1993 and
1994 are 10.00%, 9.25% and 7.25% respectively.
5.1 Achievement of Company performance goals. Employee X
continues to work for the Company through January 1, 1995. The
Average Earnings Per Share is 8.83% ((10% + 9.25% + 7.25%)/3).
Therefore, in January of 1995, Employee X will have 75% of the
Stock granted pursuant to the Incentive Stock Grant vested. The
number of shares that will be delivered to Employee X is
determined by multiplying the percentage of vested Incentive Stock
Grants by the total number of shares Granted in the Incentive
Stock Grant (75% X 100 shares = 75 shares).
68
5.2 Qualified Contingent Vesting Event - Year Two of the
Performance Period. Employee X continues to be employed by the
Company through June 1, 1993, at which time a Qualified Contingent
Vesting Event occurs. On June 1, 1993, the Company would apply
the performance criteria to the financial results of the Company
for the first fiscal year - 1992. The Average Earning Per Share
as of December 31, 1992 would be 10% (10%/1). A 10% Average
Earnings Per Share will result in 100% of the Incentive Stock
Grant vesting. However, pursuant to Section 6.2.5.2. of the Plan,
only one-third (1/3) of the Incentive Stock Grants will vest if
the Qualified Contingent Vesting Event occurs during the second
year of performance period. Therefore, the number of shares that
will be delivered to Employee X is determined by multiplying the
percentage of vested Incentive Stock Grants pursuant to
measurement via Performance Criteria by the total number of shares
Granted in the Incentive Stock Grant and by one-third (100% X 100
shares X 1/3 = 33 shares).
5.3 Qualified Contingent Vesting Event - Year Three of the
Performance Period. Employee X continues to be employed by the
Company through June 1, 1994, at which time a Qualified Contingent
Vesting Event occurs. On June 1, 1994, the Company would apply
the performance criteria to the financial results of the Company
for the first and second fiscal years - 1992 and 1993. The
Average Earning Per Share would be 9.625% ((10% + 9.25%)/2). A
9.625% Average Earnings Per Share will result in 75% of the
Incentive Stock Grant vesting. Pursuant to Section 6.2.5.3. of
the Plan, 100% of the Incentive Stock Grants will vest if the
Qualified Contingent Vesting Event occurs during the third year of
the performance period. Therefore, the number of shares that will
be delivered to Employee X is determined by multiplying the
percentage of vested Incentive Stock Grants pursuant to
measurement via Performance Criteria by the total number of shares
Granted in the Incentive Stock Grant (75% X 100 shares = 75
shares).
69
RESOLUTIONS ADOPTED
BY THE
XXXXXXX XXXXX, INC.
BOARD OF DIRECTORS
At a regular meeting of the Board of Directors of the Company
the following resolutions were unanimously adopted by the Board of
Directors.
Resolved, that pursuant to the provisions of the Company's
Long-Term Stock Compensation Plan, the Board approves the awarding
of Grants to the employees of the Company upon the terms and
conditions set forth below.
1. That Restricted Stock Grants are to be awarded to those
employees listed on Exhibit A attached hereto, in the amounts set
forth in the column titled "Restricted Shares". The Restricted
Stock Grants shall be subject to the terms and conditions set
forth in the Plan. The Board further specifies that the three
successive calendar years of employment, the completion of which
the Restricted Stock Grants are conditioned upon, are 1994, 1995
and 1996. All Grants shall vest or be forfeited, pursuant to the
provisions of the Plan, on or before January 1, 1997.
2. That Incentive Stock Grants are to be awarded to those
employees listed on Exhibit A attached hereto, in the amounts set
forth in the column titled "Performance Shares". The Incentive
Stock Grants shall be subject to the terms and conditions set
forth in the Plan, Administrative Rules and those set forth below.
a. The Board hereby specifies that the three
successive calendar years of employment (the "Performance
Period"), the completion of which the Incentive Stock Grants are
conditioned upon, are 1994, 1995 and 1996. All Incentive Stock
Grants shall vest or be forfeited, pursuant to the provisions of
the Plan, on or before March 15, 1997.
b. The Board further specifies that the Performance
Criteria that the Company must achieve prior to the vesting of any
of the Incentive Stock Grants shall be as set forth on Exhibit B
attached hereto.
To the extent that a Xxxxx fails to vest, the shares shall be
deemed to be forfeited pursuant to the terms of the Plan.
Those terms defined in the Company's Long Term Stock
Compensation Plan or Rules adopted thereunder by the Board shall
have the same meaning when used in this Resolution.
71
EXHIBIT B
Average Annual Earnings
Per Share Growth over the Tiered Achievement
Three Year Performance Period Scale
Less than 7.5% . . . . . . . . . . . . . 0% vested
7.50% to 8.74% . . . . . . . . . . .. . 50% vested
8.75% to 9.99% . . . . . . . . . .. . . 75% vested
10.00% to 11.99% . . . . . . . .. . . . 100% vested
12.00% to 13.99% . . . . . . . . . . . 115% vested
14.00% to 15.99% . . . . . . . . . . . 130% vested
Greater than 16.00% . . . .. . . . . . 150% vested
71
