EXHIBIT 10.6
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XXXXXXXXX WORLD INDUSTRIES, INC.
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2006 LONG-TERM INCENTIVE PLAN (THE "PLAN")
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RESTRICTED STOCK AWARD AGREEMENT
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[DATE OF GRANT]
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This notice does not constitute an offer to sell or issue stock of
Xxxxxxxxx World Industries, Inc. ("AWI"). AWI plans to file a registration
statement on Form S-8 with the SEC as soon as practicable. A prospectus covering
the securities to be registered pursuant to the Form S-8 is being provided to
you with this agreement. BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION,
PLEASE READ THEM. When the Form S-8 is filed with the SEC, it will be available
for free (along with any other documents and reports we file with the SEC) at
the SEC's Web site, xxxx://xxx.xxx.xxx. This award of Common Shares is subject
to the condition that the shares have been so registered.
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Xxxxxxxxx World Industries, Inc. (the "Company") hereby awards to
__________ (the "Participant") ______ shares of Common Stock of the Company (the
"Restricted Stock Award") in accordance with the provisions of the Plan and
subject to the terms and conditions described in this Agreement, the
registration of these shares with the Securities and Exchange Commission (SEC)
and the accompanying letter.
1. Shares of Common Stock awarded under this Agreement shall be
registered in the Participant's name pending distribution following the lapse or
waiver of the restrictions imposed and subject to forfeiture in accordance with
the terms of this award.
2. The Participant has the right to vote the shares awarded under this
Restricted Stock Award. Cash dividends paid with respect to these shares shall
be paid to the Participant.
3. The Restriction Periods applicable to this Restricted Stock Award
are as follows:
NUMBER OF SHARES END OF RESTRICTION PERIOD
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______ ________________
______ ________________
______ ________________
During the Restricted Period, the Participant shall not be permitted to pledge,
sell or transfer the shares awarded other than by will or the laws of descent
and distribution. The Committee may accelerate or waive such restrictions, in
whole or in part, based on service and such other factors as the Committee may
determine.
4. This award is subject to all terms and conditions stated in the
Plan, the accompanying letter, and this Agreement. It is also subject to
effectiveness of the registration of these shares with the SEC, and until this
registration is effective no rights or benefits are available under this award.
If this Agreement is not signed and returned by the Participant by ________, the
Restricted Stock Award will be deemed to have been declined.
5. All capitalized terms not defined herein shall have the meanings
ascribed to them in the Plan.
WITNESS the due execution hereof the day and year first above written.
ATTEST: XXXXXXXXX WORLD INDUSTRIES, INC.
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[Assistant] Secretary [Executive Officer]
ACCEPTANCE AGREEMENT
I agree to the provisions of this Restricted Stock Award Agreement, and
acknowledge receipt of the accompanying copy of the Plan and letter dated
____________. I agree to accept as binding, conclusive and final all decisions
and interpretations of the Board of Directors and, where applicable, the
Committee administering the Plan, upon any questions arising under the Plan, and
further agree to remit to the Company any applicable taxes required to be
withheld by the Company as a result of this award.
Date:___________________________ ________________________________
Participant
