Exhibit 10.3
EXECUTION VERSION
S USSER H OLDINGS C ORPORATION
2006 Equity Incentive
Plan
Restricted Stock
Agreement
THIS AGREEMENT (the “
Agreement ”) is made effective as of the ___ day of
____________, between Susser Holdings Corporation, a Delaware
corporation (the “ Company ”), and the
individual listed on the signature page hereto (hereinafter, the
“ Participant ”):
RECITALS :
WHEREAS, the Company has adopted the
2006 Equity Incentive Plan (the “ Plan ”), which
Plan is incorporated herein by reference and made a part of this
Agreement. Capitalized terms not otherwise defined herein shall
have the same meanings as in the Plan; and
WHEREAS, the Committee desires to
issue shares of common stock (the “Restricted Stock”)
subject to certain restrictions and vesting requirements related to
the ownership of the Restricted Stock by the Participant and other
matters described herein.
NOW THEREFORE, in consideration of
the mutual covenants hereinafter set forth, the parties agree as
follows:
1. Restricted Stock
Award
The shares of Restricted Stock
received by the Participant, the number of which is listed on the
signature page hereto, shall be “restricted stock”
subject to the terms and conditions of this Agreement.
2. Issuance Of
Shares
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(a)
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Stock
Certificates .
Certificates evidencing the Restricted Stock shall be issued by the
Company and shall be registered in the Participant’s name on
the stock transfer books of the Company promptly after the date
hereof, but shall remain in the physical custody of the Company or
its designee at all times prior to the vesting of such Restricted
Stock pursuant to Section 3. As a condition to the receipt of
this Award, the Participant shall deliver to the Company a stock
power, duly endorsed in blank, relating to the Restricted Stock. No
certificates shall be issued for fractional Shares and, if the
conversion formula results in fractional Shares, the Company shall
round up to the nearest whole Share.
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(b)
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Shareholder
Rights . The Participant
shall have the right to receive dividends (until or unless such
Restricted Stock is forfeited pursuant to the Plan or this
Agreement) with respect to, but shall not have the right to vote
any shares of Restricted Stock; provided , that any cash or
in-kind dividends paid with respect to Restricted Stock that has
not previously vested shall be held in escrow by the Company and
shall be payable to the Participant, at such time if any as the
shares of the Restricted Stock vest in accordance with
Section 3, in cash, Shares or if applicable, the kind of
property distributed as a dividend or any combination thereof, in
the discretion of the Committee.
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(c)
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Withholding
Requirements . As a
condition to any grant, payment or distribution of Restricted
Stock, the Participant shall make such arrangements as the
Committee may require for the satisfaction of any Federal, state,
local or foreign withholding tax obligations that may arise in
connection with such Restricted Stock.
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3. Vesting of Restricted
Shares
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(a)
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In
General . Except as
provided in Sections 3(b) and (c) below, shares of Restricted
Stock shall vest over a three year period as follows: (1) 33
1/3% such shares shall vest on the first anniversary of the Unit
Grant Date, (2) 33 1/3% such shares shall vest on the second
anniversary of the Unit Grant Date and (3) 33 1/3% such shares
shall vest on the third anniversary of the Unit Grant Date.
Notwithstanding the foregoing, in the event the vesting schedule
herein results in the vesting of any fractional Shares, such
fractional Shares shall not be deemed vested hereunder but shall
vest when such fractional Shares aggregate whole Shares.
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(b)
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Change of
Control . If a Change of
Control occurs prior to the Participant becoming fully vested in
the Restricted Stock, such Shares shall become fully vested as of
the date of the Change of Control.
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(c)
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Termination
of Services .
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(i) Any Termination . Unless
otherwise set forth in an employment agreement between Participant
and the Company or any of its Subsidiaries, Participant shall
forfeit all unvested shares of Restricted Stock upon a termination
of Service with the Company and any of its Subsidiaries for any
reason.
(ii) Termination for Cause .
Unless otherwise set forth in an employment agreement between
Participant and the Company or any of its Subsidiaries, Participant
shall forfeit all shares of Restricted Stock, whether vested or
unvested, if such Participant’s Service is terminated for
Cause. To the extent Participant disposed of any such Restricted
Stock (i.e., vested Shares) prior to such forfeiture, the Company
shall be entitled to Fair Market Value of such Shares at the time
of the disposition.
4. Proscribed
Conduct
Notwithstanding anything to the
contrary set forth in the Plan or this Agreement, except as
otherwise set forth in an employment agreement between Participant
and the Company or any of its Subsidiaries, in the event a
Participant engages in Proscribed Conduct after the termination of
his Service for any reason, such Participant shall forfeit all
shares of Restricted Stock, whether vested or unvested. To the
extent Participant disposed of any such Restricted Stock (i.e.,
vested Shares) prior to such forfeiture, the Company shall be
entitled to Fair Market Value of such Shares at the time of the
disposition.
5. Adjustment Of
Shares
Any adjustments to the Restricted
Stock shall be made in accordance with the terms of the
Plan.
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6. Securities Laws
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(a)
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Participant
Representations . The
Participant hereby acknowledges that he or she has been informed
that the shares of Restricted Stock are restricted securities under
the Securities Act and that the shares of Restricted Stock may not
be resold or transferred unless they are first registered under the
Securities Act or unless an exemption from such registration is
available. Accordingly, the Participant hereby represents and
warrants as follows:
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(i) The Restricted Stock is being
acquired for investment, and not with a view to sale or
distribution thereof.
(ii) The Participant is prepared to
hold the Restricted Stock for an indefinite period and the
Participant is aware that Rule 144 promulgated under the Securities
Act, which exempts certain resales of securities, is not presently
available to exempt the resale of the Restricted Stock from the
registration requirements of the Securities Act.
(iii) If the Participant is an
executive officer of the Company (or of a Parent or Subsidiary),
the Participant
