EXHIBIT 10.3
OUTLOOK GROUP CORP.
RESTRICTED STOCK AGREEMENT
(OFFICERS/EMPLOYEES)
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TO: <><>
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DATE: <>
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In order to provide additional incentive through stock ownership for
certain officers and key employees of Outlook Group Corp. (the "Corporation")
and its subsidiaries, you (the "Grantee") are hereby granted a restricted stock
award ("Award") effective as of _________, 200_ (the "Grant Date"). This Award
is subject to the terms and conditions set forth in this Agreement and in the
Outlook Group Corp. 2005 Stock Incentive Plan (the "Plan"), the terms of which
are incorporated herein by reference.
1. NUMBER OF SHARES
This Restricted Stock Award applies to _________ shares of the
Corporation's Common Stock, $.01 par value (the "Restricted Stock").
2. VESTING REQUIREMENTS
[One of the following alternatives shall be designated. If no
alternative is designated, Alternative 1 shall apply]:
[ ] Alternative 1: This Award shall become vested in accordance with
the schedule set forth below:
Years After
Grant Date % of Shares Becoming Vested
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Less than 1 0%
1 but less than 2 Twenty-five percent (25%)
2 but less than 3 Fifty percent (50%)
3 but less than 4 Seventy-five percent (75%)
4 or more One hundred percent (100%)
[ ] Alternative 2: This Award shall become vested in accordance with
the schedule established by the Committee at the time of grant
and set forth below:
3. RESTRICTED PERIOD
The period of time during which the Restricted Stock is forfeitable is
referred to as the "Restricted Period." If your employment with the Corporation
or one of its subsidiaries terminates during the Restricted Period for any
reason, then the unvested portion of the Restricted Stock shall be forfeited to
the Corporation on the date of such termination, without any further obligation
of the Corporation to you and all your rights with respect to the unvested part
of the Restricted Stock shall terminate.
4. RIGHTS DURING RESTRICTED PERIOD
During the Restricted Period, you shall have the right to vote the
Restricted Stock and to receive cash dividends. If any stock dividend is
declared upon the Restricted Stock, or there is any stock split, stock
distribution, or other change in the corporate structure of the Corporation with
respect to the Restricted Stock, the aggregate number and kind of shares covered
by this grant shall be proportionately and appropriately adjusted (subject to
the same restrictions applicable to the original Restricted Stock). You shall
not be permitted to sell, assign, transfer, pledge or otherwise encumber the
Restricted Stock during the Restricted Period.
5. CUSTODY
The Restricted Stock issued to you may be credited in book entry form
and held in custody by the Corporation or an agent for the Corporation until the
applicable restrictions have expired. If any certificates are issued for shares
of Restricted Stock during the Restricted Period, such certificates shall bear
an appropriate legend as determined by the Corporation referring to the
applicable terms, conditions and restrictions and you agree to deliver a signed,
blank stock power to the Corporation relating thereto. On each date that the
Restricted Stock vests, the Corporation shall, or shall cause its transfer agent
to, issue unrestricted shares to you for those vested shares. Additionally, on
the final vesting date, the Corporation shall deliver to you any blank stock
power that you signed and delivered to the Corporation in connection with your
Restricted Stock grant.
6. TAX WITHHOLDING
The Corporation may require, as a condition to the vesting of any shares
of the Restricted Stock, that you pay to the Corporation any taxes which the
Corporation is required to withhold by reason of such vesting. In lieu of part
or all of such payment, you may request, subject to such rules and regulations
as the Committee may adopt from time to time, that the Corporation withhold a
portion of the shares otherwise becoming vested to defray all or a portion of
any applicable taxes, or request that the Corporation or its subsidiaries
withhold the required amounts from other compensation payable to you.
7. TRANSFER RESTRICTIONS AFTER VESTING
Under applicable securities laws, you may not be able to sell any shares
for a period of time after vesting, and you must comply with the Corporation's
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and policies. The Corporation's counsel should be
consulted on your ability to sell your shares under federal securities laws.
8. NO EMPLOYMENT AGREEMENT INTENDED
Neither the establishment of, nor the awarding of Awards under this Plan
shall be construed to create a contract of employment between you and the
Corporation or its subsidiaries; nor does it give you the right to continue in
the employment of the Corporation or its subsidiaries or limit in any way the
right of the Corporation or its subsidiaries to discharge you at any time and
without notice, with or without cause, or to any benefits not specifically
provided by this Plan, or in any manner modify the Corporation's right to
establish, modify, amend or terminate any profit sharing, retirement or other
benefit plans.
9. WISCONSIN CONTRACT
This Agreement reflects an Award made in Wisconsin and shall be
construed under the laws of that state without regard to the conflict of laws
provision of any jurisdiction.
The terms of the Plan shall have precedence over any terms in this
Agreement that are inconsistent therewith.
OUTLOOK GROUP CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
Accepted _____________, 200_
___________________________
