Exhibit 10.3
SKECHERS U.S.A., INC.
2007 INCENTIVE AWARD PLAN
RESTRICTED STOCK AGREEMENT
Skechers U.S.A., Inc., a Delaware
corporation (the “ Company ”), pursuant
to its 2007 Incentive Award Plan (the “ Plan
”), hereby grants to the individual listed below (“
Participant ”), the number of shares of the
Company’s Class A Common Stock, par value $0.001 per
share, set forth below (the “ Shares ”).
This Restricted Stock Award is subject to all of the terms and
conditions set forth in this Restricted Stock Agreement (the
“ Agreement ”) (including without
limitation the Restrictions on the Shares set forth in the
Agreement) and the Plan, each of which are incorporated herein by
reference. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Plan.
I. NOTICE OF RESTRICTED STOCK AWARD
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Participant:
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Grant
Date:
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Total Number of
Shares of Restricted Stock:
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Vesting
Schedule:
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II. AGREEMENT
ARTICLE I.
GENERAL
1.1 Incorporation of Terms of
Plan . The Award is subject to the terms and conditions of the
Plan which are incorporated herein by reference. In the event of
any inconsistency between the Plan and this Agreement, the terms of
the Plan shall control.
ARTICLE II.
AWARD OF RESTRICTED STOCK
2.1 Award of Restricted Stock
.
(a)
Award . In consideration of the Participant’s
agreement to remain in the service or employ of the Company or one
of its Subsidiaries, and for other good and valuable consideration,
the Company issues to the Participant the Award of Restricted Stock
described in this Agreement (the “ Award
”). The number of Shares of Restricted Stock subject to the
Award is set forth in the Notice of Restricted Stock Award
above.
(b)
Book Entry Form . At the sole discretion of the Committee,
the Shares will be issued in either (i) uncertificated form,
with the Shares recorded in the name of the Participant in
the
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books
and records of the Company’s transfer agent with appropriate
notations to the extent that the Shares remain subject to the
Restrictions (as defined below); or (ii) certificate form
subject to the terms of Sections 2.1(c) and (d).
(c)
Legend . Certificates representing Shares issued pursuant to
this Agreement shall, until all restrictions on transfer imposed
pursuant to this Agreement lapse or shall have been removed and new
certificates are issued, bear the following legend (or such other
legend as shall be determined by the Committee):
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VESTING REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE
TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT, DATED ___,
20___BY AND BETWEEN SKECHERS U.S.A., INC. AND THE REGISTERED OWNER
OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY,
OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO
THE PROVISIONS OF SUCH AGREEMENT.”
(d)
Escrow . The Secretary of the Company or such other escrow
holder as the Committee may appoint may retain physical custody of
the certificates representing the Shares until all of the
restrictions on transfer imposed pursuant to this Agreement lapse
or shall have been removed. In such event the Participant shall not
retain physical custody of any certificates representing unvested
Shares issued to the Participant.
2.2 Restrictions .
(a)
Forfeiture of Shares Subject to Restrictions . In the event
that the Participant’s employment with the Company is
terminated for any reason, the Participant shall thereupon
automatically forfeit any and all Shares then subject to
Restrictions and the Participant’s rights in any Restricted
Stock then subject to Restrictions shall terminate. For purposes of
this Agreement, “ Restrictions ” shall
mean the restrictions on sale or other transfer set forth in
Section 3.1 and the exposure to forfeiture set forth in this
Section 2.2(a).
(b)
Vesting and Lapse of Restrictions . Subject to
Section 2.2(a), the Award shall vest and the Restrictions
shall lapse in accordance with the vesting schedule set forth in
the Notice of Restricted Stock Award above.
(c)
Accelerated Vesting . In the event of a Change in Control,
the Award shall vest and the Restrictions shall lapse with respect
to all of the Shares subject thereto immediately prior to the
consummation of such Change in Control.
(d)
Tax Withholding . The Company shall have the authority and
the right to deduct or withhold or require the Participant to remit
to the Company all amounts sufficient to satisfy federal state and
local taxes required by law to be withheld with respect t
