EXHIBIT 10.7
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Exchange of Employee Stock Options)
This Restricted Stock Unit Award Agreement (the
"RSU Agreement") is made
and entered into as of the 18th day of February 2009, by and
between The
InterGroup Corporation , a Delaware corporation (the "Company"),
and John V.
Winfield (the "Employee").
WITNESETH:
WHEREAS, on December 3, 2008, the Board of
Directors of the Company
adopted, subject to shareholder approval, The InterGroup
Corporation 2008
Restricted Stock Unit Plan (the "Plan"), which was approved and
ratified by the
shareholders of the Company on February 18, 2009;
WHEREAS, the Plan provides that the Compensation
Committee of the Board of
Directors (the Compensation Committee") shall be responsible for
administering
the Plan and shall have the power and authority to, among other
things,
establish and implement an exchange program that would permit the
Company to
offer holders of awards issued under prior shareholder approved
compensation
plans to exchange certain stock options for Restricted Stock Units
("RSUs") for
the delivery of shares of common stock of the Company ("Common
Stock") in the
future, subject to certain vesting requirements and such
restrictions and
conditions as may be established by the Compensation Committee;
WHEREAS, on December 15, 2008, the Compensation
Committee authorized an
offer to be made by the Company to issue RSUs in exchange for
225,000 fully
vested stock options held by Employee on the terms and conditions
set forth in
the Exchange Offer attached hereto as Exhibit A and incorporated
herein by
reference, which was accepted by Employee;
WHEREAS, the Plan provides that no awards of
RSUs shall vest until at lease
six (6) months after shareholder approval of the plan with the
Compensation
Committee to set forth a vesting schedule and other terms and
restrictions for
the RSUs to be awarded under the Plan;
WHEREAS, Employee desires to receive the RSUs
upon the terms and subject to
the conditions set forth in this RSU Agreement;
NOW, THEREFORE, in consideration of the
premises, of the mutual promises,
covenants and conditions herein contained, for the purposes and
objectives set
forth in this RSU Agreement and the Plan and for other good and
valuable
consideration, including the exchange of stock options, the receipt
and
sufficiency of which are hereby acknowledged, the parties hereto
intending to
be legally bound, hereby agree as follows:
1. Definitions. In
addition to the words and terms elsewhere defined
in this RSU Agreement, certain capitalized words and terms used
herein shall
have the meanings given to them by the definitions and descriptions
in the
Plan, unless the context or use indicates another or different
meaning or
intent, and such definitions shall be equally applicable to both
the singular
and plural forms of any capitalized words and terms defined in the
Plan.
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2. Grant of RSUs.
Pursuant to the terms of the Exchange Offer, the
Company awarded to Employee 84,628 RSUs for the delivery of 84,628
shares of
the Common Stock of the Company subject to a vesting schedule and
other terms
and conditions set forth in this RSU Agreement and the Plan.
3. Vesting
Schedule. The RSUs shall vest and the shares of Common
Stock become deliverable on the following dates and in the
following amounts:
September
10, 2009 - 54,628 shares
September 10, 2010 - 15,000 shares
September 10, 2011 - 15,000 shares
4. Vesting Upon Sale,
Merger, Extraordinary Corporate Events. All RSUs
issued pursuant to this RSU Agreement shall immediately vest upon
the sale,
merger, consolidation or liquidation of the Company or upon such
other
extraordinary corporate events as may be determined by the
Compensation
Committee.
5. Stockholder
Rights. RSUs awarded to Employee shall have none of the
rights of a stockholder, including voting rights, until the vesting
of the RSUs
and the delivery of the shares Common Stock.
6. Non-transferability
of RSUs. RSUs are personal to Employee and no
RSUs may be sold, transferred, pledged, assigned or otherwise
alienated or
hypothecated otherwise than by will or the laws of descent and
distribution,
and the Common Stock to be issued pursuant to the RSUs shall be
issued during
the lifetime of Employee only to Employee.
7. Termination of
Employment. If the Employee's employment by the
Company shall terminate for any reason other than death, disability
or
termination for cause, the Employee shall have the right to retain
RSUs not yet
vested in exchange for continued services to the Company and/or
its
subsidiaries in an advisory capacity or for services as a member of
the
Company's Board of Directors as may be determined by the
Compensation
Committee. If the Employee's employment shall terminate because of
discharge
for cause, the RSUs shall terminate on the date of the Employee's
discharge.
8. Termination of RSUs
Upon Death or Disability. In the event of the
Employee's death or disability while in the employ of the Company
prior to
vesting of the RSUs or Employee's death within six months after the
termination
of the Employee's employment (other than by reason of discharge for
cause) the
RSUs shall terminate 12 months after the date of the Employee's
death or
disability date.
9. Leave of
Absence. A leave of absence, unless otherwise determined
by the Board prior to the commencement thereof, shall not be
considered a
termination of employment. The RSUs shall not be affected by
any change of
employment so long as Employee continues to be an Employee of the
Company or a
Subsidiary.
10. Right of Company to
Terminate Employment. Nothing contained in the
Plan or in this RSU Agreement shall confer on Employee the right to
continue in
the employ of the Company or any Subsidiary or interfere in any way
with the
right of the Company or a Subsidiary to terminate the employment of
Employee at
any time, with or without cause.
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11. Non-alienation of
Benefits. No right or benefit under the Plan or
this RSU Agreement shall be subject to anticipation, alienation,
sale,
assignment, hypothecation, pledge, exchange, transfer, encumbrance
or charge,
and any attempt to anticipate, sell assign, hypothecate, pledge,
exchange,
transfer, encumber or charge the same shall be void. No right
or benefit
hereunder shall in any manner be liable for or subject to the
debts, contracts,
liabilities or torts of the person entitled to such benefit.
12. Termination and
Amendment. No termination, modification or
amendment of the Plan or of this RSU Agreement may, without the
consent of
Employee, adversely affect the rights of Employee with respect to
the RSUs.
13. Tax Withholding. The
Company's obligation to deliver shares of
Common Stock upon the vesting of the RSUs shall be subject to
applicable
federal, state and local tax withholding requirements. The Company
shall have
the power and the right to deduct or withhold, or require Employee
to remit to
the Company, the minimum statutory amount to satisfy federal,
state, and local
taxes, domestic or foreign, required by law or regulation to be
withheld with
respect to any taxable event arising as a result of the Plan. With
respect to
withholding required upon the lapse of restrictions on RSUs, or any
other
taxable event arising as a result of an Award granted under the
Plan, Employee
may elect, subject to the approval of the Compensation Committee,
to satisfy
the withholding requirement, in whole or in part, by having the
Company
withhold Shares having a Fair Market Value on the date the tax is
to be
determined equal to the minimum statutory total tax that could be
imposed on
the transaction. All such elections shall be irrevocable, made in
writing, and
signed by the Employee, and shall be subject to any restrictions or
limitations
that the Compensation Committee, in its sole discretion, deems
appropriate.
14. Separability. If any
of the terms or provisions of this RSU
Agreement conflict with the requirements of Rule 16b-3 under the
Exchange Act
(as the same shall be amended from time to time), then such terms
or provisions
shall be deemed inoperative to the extent they so conflict with
the
requirements of said Rule 16b-3.
15. Adjustments Upon Changes
in Capitalization. In the event of changes
in the outstanding Common Stock of the Company by reason of any
stock dividend,
distribution, split-up, recapitalization, subdivision, combination
or exchange
of shares, merger, consolidation or liquidation and the like, the
number and
class of shares subject to any outstanding RSUs and the vesting of
the RSUs,
shall be appropriately adjusted by the Compensation Committee in
its sole and
absolute discretion, whose determination shall be conclusive.
The grant of the
RSUs shall not affect in any way the right or power of the Company
to make
adjustments, reclassification, reorganizations or changes of its
capital or
business structure, to merge or consolidate or dissolve, liquidate,
sell or
transfer all or any part of its assets. All adjustments shall
be rounded to
the lowest whole number of shares of Common Stock.
16. Obligations of the
Company. In the event the RSUs do not vest as
provided for in this RSU Agreement, the Com
