분야
docAGREEMENT Made as of _________,_________,_________(M,D,Y) ,
by AAA, INC., a _________(Placename) corporation (the "Company"), and
_________(herein called "Mr._________").
RECITALS
A. _________(name) is the president, chief executive officer, and a director of
the Company.
B. To provide an incentive to _________(name), the Companys Board of Directors
has elected to award _________(name) shares of common stock of the Company
under the terms of the Companys Long-Term Incentive Plan (the
"Plan").
C. The award of Restricted Stock (as defined in the Plan) to _________(name) is
subject to the terms and restrictions of the Plan and this Agreement, including
the automatic reversion to the Company of some or all of the shares if
_________(name) does not continue to serve the Company as an officer or
director for the period specified herein.
D. _________(name) has accepted the grant of shares upon the terms,
restrictions and conditions of this Agreement.
E. The parties desire to confirm in this Agreement the terms, conditions and
restrictions applicable to the grant of shares.
NOW, THEREFORE, the parties agree as follows:
1.
DEFINITIONS
1.1
"Affiliated Emplover" means any entity controlling, controlled by or
under common control with the Company.
1.2
"Board" means the Board of Directors of the Company.
1.3
"Bonus Payout Percentage" means the percentage which results from
dividing the actual bonus earned by _________(name) in a particular fiscal year
under the Companys Executive Incentive Plan for that year by his Bonus
Potential (at 100 percent, as defined in such plan) for such year.
1.4
"Common Stock" means the common stock of the Company, par value $.20
per share.
1.5
"Company" means AAA, Inc., a _________(Placename) corporation, its
successors and assigns.
1.6
"Executive Incentive Plan" means the Companys officers executive
incentive plan approved and adopted by the Board with respect to each fiscal
year of the Company.
1.7
"Fiscal year" means the year ending the Saturday nearest the end of
May of each year, or such other fiscal year as may be adopted for the Company
by the Board.
1.8
"Plan" means the Companys Long-Term Incentive Plan, as approved by
the Companys shareholders on _________,_________,_________(M,D,Y) .
1.9
"Restricted Share" means a Share which is subject to the restriction
on sale, pledge or other transfer imposed by Section 3.1. An "Unrestricted
Share" is a Share which is no longer a Restricted Share.
1.10
"Reverted Shares" means Unvested Shares which have reverted to the
Company pursuant to Sections 5.7 and 5.8.
1.11
"Shares" means the shares of Common Stock awarded, issued and
delivered to _________(name) under this Agreement. If, as a result of a stock
split, stock dividend, combination of stock, or any other change or exchange of
securities, by reclassification, reorganization, recapitalization or otherwise,
the Shares shall be increased or decreased, or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or another corporation, the term "Shares" shall mean and include the
shares of stock or other securities issued with respect to the Shares.
1.12
"Silver Parachute Plan" means the AAA, Inc. Plan for Severance Compensation
After Hostile Takeover, as amended and restated as of
_________,_________,_________(M,D,Y) , and as it may thereafter be amended.
1.13
"Vested Percentage" means the percentage of Shares which have become
Vested Shares pursuant to Section 5.4.
1.14
"Vested Shares" and "Unvested Shares" shall have the
meanings expressed in Section 5.3.
2. GRANT AND
ACCEPTANCE OF AWARD
2.1 Grant.
The Company confirms that on _________,_________,_________(M,D,Y) , as
authorized by the Board, _________(name) was awarded thirty thousand (30,000)
shares of Common Stock (the "Shares") pursuant to the Plan.
2.2
Acceptance. _________(name) confirms that he has accepted the award of Shares
and agrees to hold them subject to the terms, conditions and limitations of the
Plan and this Agreement.
2.3 Tax
Election. _________(name) agrees to elect to be taxed in _________(Y) on the
fair market value of the Shares awarded to him, and agrees to sign an election
to be so taxed under Section 83(b) of the Internal Revenue Code. _________(name)
agrees to file such election on or before thirty (30) days from the date
hereof.
_________(name) confirms his
understanding that, having made the election under Section 83(b) to be taxed in
_________(YEAR) on the value of the Shares, if any of the Shares shall revert
to the Company pursuant to Sections 5.7 and 5.8, the effect will be that he
will have paid tax as if he had retained such Shares but will have been denied
the right to retain them.
2.4
Withholding. _________(name) recognizes that the Company is required by federal
regulations to deduct and withhold income taxes at the rate of 28% of the
market value of the Shares, and to pay the tax in money at the time or times
the payrol
