Federal
Signal Corporation
2005 Executive Incentive Compensation Plan
Restricted Stock Award Agreement
You have been
selected to receive a grant of Restricted Stock pursuant to the
Federal Signal Corporation 2005 Executive Incentive Compensation
Plan (the “Plan”), as specified below:
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Number of
Shares of Restricted Stock Granted :
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Lapse of
Restriction Dates : Restrictions placed on the Shares of
Restricted Stock shall lapse on the date and in the amount listed
below:
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Number of
Shares for
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Cumulative
Number of Shares for
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Which
Restrictions Lapse
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Which
Restrictions Lapse
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This
document constitutes part of the prospectus covering securities
that have been registered under the Securities Act of
1933.
THIS AGREEMENT,
effective as of the Date of Grant set forth above, represents the
grant of Shares of Restricted Stock by Federal Signal Corporation,
a Delaware corporation (the “Company”), to the
Participant named above, pursuant to the provisions of the
Plan.
The Plan provides
a complete description of the terms and conditions governing the
Restricted Stock. If there is any inconsistency between the terms
of this Award Agreement and the terms of the Plan, the Plan’s
terms shall completely supersede and replace the conflicting terms
of this Award Agreement. All capitalized terms shall have the
meanings ascribed to them in the Plan, unless specifically set
forth otherwise herein. The parties hereto agree as
follows:
1. Employment With the Company . Except as may
otherwise be provided in Sections 5, 6 or 7, the Restricted
Stock granted hereunder is granted on the condition that the
Participant remains an Employee of the Company from the Date of
Grant through (and including) each of the separate Lapse of
Restriction Dates, as set forth above (each such time period is
referred to herein as a “Period of
Restriction”).
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This grant of
Restricted Stock shall not confer any right to the Participant (or
any other Participant) to be granted Restricted Stock or other
Awards in the future under the Plan.
2. Certificate Legend . Each certificate representing
Shares of Restricted Stock granted pursuant to the Plan shall bear
the following legend:
“The
sale or transfer of Shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of
law, is subject to certain restrictions on transfer as set forth in
the Federal Signal Corporation 2005 Executive Incentive
Compensation Plan, and in the associated Award Agreement. A copy of
this Plan and such Award Agreement may be obtained from Federal
Signal Corporation. ”
3. Removal of Restrictions . Except as may otherwise be
provided herein and in the Plan, the Shares of Restricted Stock
granted pursuant to this Award Agreement shall become freely
transferable by the Participant on the date and in the amount set
forth under the Lapse of Restriction Dates above, subject to
applicable federal and state securities laws. Once Shares of
Restricted Stock are no longer subject to any restrictions, the
Participant shall be entitled to have the legend required by
Section 2 of this Award Agreement removed from the applicable
stock certificates.
4. Voting
Rights and Dividends . During the Period of Restriction, the
Participant may exercise full voting rights and shall accrue all
dividends and other distributions paid with respect to the Shares
of Restricted Stock while they are held. If any such dividends or
distributions are paid in Shares, such Shares shall be subject to
the same restrictions on transferability as are the Shares of
Restricted Stock with respect to which they were paid.
5. Termination of Employment .
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(a)
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By Death, or Disability
. In the event the
employment of the Participant is terminated due to death, or
Disability (as determined by the Committee) during the Periods of
Restriction, the Periods of Restriction and the restrictions
imposed on the Shares of Restricted Stock held by the Participant
at the time of his or her death, or Disability shall immediately
lapse with all such Shares becoming immediately transferable by the
Participant or his or her estate, subject to applicable federal and
state securities laws. For the purposes of this Award Agreement,
“Disability” shall have the meaning ascribed to such
term in the Participant’s governing long-term disability
plan, or if no such plan exists, at the discretion of the
Committee.
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(b)
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Termination for Other
Reasons .
Except as set forth in Sections 6 or 7 below, in the event of the
Participant’s termination of employment with the Company for
any reason, including retirement, but other than death, or
Disability, during the Periods of Restriction, all Shares of
Restricted Stock held by the Participant at the time of employment
termination and still
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subject to a Period of Restriction
and other restrictions shall be forfeited by the Participant to the
Company. The transfer of employment of the Participant between the
Company and any affiliate or Subsidiary (or between affiliates
and/or Subsidiaries) shall not be deemed a termination of
employment for the purposes of this Award Agreement.
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6. Change
in Control . Notwithstanding anything to the contrary in this
Award Agreement, in the event of a Change in Control of the Company
(as that term is defined in the Company’s Change in Control
Policy) during the Periods of Restriction and prior to the
Participant’s termination of employment, the Periods of
Restriction and restrictions imposed on the Shares of Restricted
Stock shall immediately lapse, with all such Shares of Restricted
Stock vesting and becoming freely transferable by the Participant,
subject to applicable federal and state securities laws.
7. Acceleration of Vesting of Shares of Restricted Stock in
the Event of Divestiture of Business Segment. In the event that
the “Business Segment” (as that term is defined in this
Section below) in which the Participant is primarily employed as of
the “Divestiture Date” (as that term is defined in this
Section below) is the subject of a “Divestiture of a Business
Segment” (as that term is defined in this Section below), and
such divestiture results in the termination of the
Participant’s employment with the Company and its
subsidiaries for any reason, the Periods of Restriction and the
restrictions imposed on the Shares of Restricted Stock subject to
this Agreement shall immediately lapse, with all such Shares of
Restricted Stock vesting and becoming freely transferable by the
Participant, subject to applicable federal and state securities
laws.
For purposes of
this Agreement, the term “Business Segment” shall mean
a business line which the Company treats as a separate business
segment under the segment reporting rules under generally accepted
accounting principles as used in the United States, which currently
includes the following: Safety and Security Systems, Fire Rescue,
Environmental Solutions and Tool. Likewise, the term
“Divestiture Date” shall mean the date that a
transaction constituting a Divestiture of a Business Segment is
finally consummated.
For purposes of
this Agreement, the term “Divestiture of a Business
Segment” means the following:
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(a)
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When used with reference to the sale
of stock or other securities of a Business Segment that is or
becomes a separate corporation, limited liability company,
partnership or other separate business entity, the sale, exchange,
transfer, distribution or other disposition of the ownership,
either beneficially or of record or both, by the Company or one of
its subsidiaries to “Nonaffiliated Persons” (as that
term is defined in this Section below) of 100% of either
(a) the then-outstanding common stock (or the equivalent
equity interests) of the Business Segment or (b) the combined
voting power of the then-outstanding voting securities of the
Business Segment entitled to vote generally in the election of the
board of directors or the equivalent governing body of the Business
Segment;
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(b)
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When used with reference to the
merger or consolidation of a Business Segment that is or becomes a
separate corporation, limited liability company, partnership or
other separate business entity, any such transaction that results
in Nonaffiliated Persons owning, either beneficially or of record
or both, 100% of either (a) the then-outstanding common stock
(or the equivalent equity interests) of the Business Segment or
(b) the combined voting power of the then-outstanding voting
securities of the Business Segment entitled to vote generally in
the election of the board of directors or the equivalent governing
body of the Business Segment; or
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(c)
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When used with reference to the sale
of the assets of the Business Segment, the sale, exchange,
transfer, liquidation, distribution or other disposition of all or
substantially all of the assets of the Business Segment necessary
or required to operate the Business Segment in the manner that the
Business Segment had been operated prior to the Divestiture
Date.
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For purposes of
this Agreement, the term “Nonaffiliated Persons” shall
mean any persons or business entities which do not control, or
which are not controlled by or under common control with, the
Company.
8. Nontransferability . Unless otherwise determined by
the Committee pursuant to the terms of the Plan, during the Periods
of Restriction, Shares of Restricted Stock granted pursuant to this
Award Agreement may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated (a “Transfer”),
other than by will or by the laws of descent and distribution,
except as provided in the Plan. If any Transfer, whether voluntary
or involuntary, of Shares of Restricted Stock is made, or if any
attachment, execution, garnishment, or lien shall be issued against
or placed upon the Shares of Restricted Stock, the
Participant’s right to such Shares of Restricted Stock shall
be immediately forfeited by the Participant to the Company, and
this Award Agreement shall lapse.
9. Recapitalization . In the event there is any change
in the Company’s Shares through the declaration of stock
dividends or through recapitalization resulting in stock splits or
through merger, consolidation, exchange of Shares, or otherwise,
the number and class of Shares of Restricted Stock subject to this
Award Agreement may be equitably adjusted by the Committee, in its
sole discretion, to prevent dilution or enlargement of
rights.
10. Tax
Withholding . The Company shall have the power and the right to
deduct or withhold, or require the Participant or beneficiary to
remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes (including the Participant’s FICA
obligation), domestic or foreign, required by law or regulation to
be withheld with respect to any taxable event arising as a result
of this Award Agreement. The Participant may elect, subject to any
procedural rules adopted by the Committee, to satisfy the minimum
statutory withholding tax requirement, in whole or in part, by
having the Company withhold Shares having an aggregate Fair Market
Value on the date the tax is to be determined, equal to such
minimum statutory withholding tax.
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11. Other
Tax Matters. The Participant shall review with his or her own
tax advisors the federal, state, local and other tax consequences,
including those in addition to any tax withholding obligations, of
the investment in the Restricted Shares and the transactions
contemplated by this Award Agreement. The Participant has the right
to file an election under Section 83 of the Code. The filing
of the 83(b) election is the responsibility of the Participant. The
Participant must notify the Company of the filing on or prior to
the day of making the filing.
12. Continuation of Employment . This Award Agreement
shall not confer upon the Participant any right to continuation of
employment by the Company, nor shall this Award Agreement interfere
in any way with the Company’s right to terminate the
Participant’s employment at any time.
13. Beneficiary Designation . The Participant may, from
time to time, name any beneficiary or beneficiaries (who may be
named contingently or successively) to whom any benefit under this
Award Agreement is to be paid in case of his or her death before he
or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the Participant, shall be in
a form prescribed by the Company, and will be effective only when
filed by the Participant in writing with the Secretary of the
Company during the Participant’s lifetime. In the absence of
any such designation, benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s
estate.
Beneficiary
Designation (name, address, and relationship):
14. Entire Award; Modification
This Award
Agreement and the Plan constitute the entire agreement between the
parties with respect to the terms and supersede all prior or
written or oral negotiations, commitments, representations and
agreements with respect thereto. The terms and conditions set forth
in this Award Agreement may only be modified or amended in writing,
signed by both parties.
In the event any
one or more of the provisions of this Award Agreement shall be held
invalid, illegal or unenforceable in any respect in any
jurisdiction, such provision or provisions shall be automatically
deemed amended, but only to the extent necessary to render such
provision or provisions valid, legal and enforceable in such
jurisdiction, and the validity, legality and enforceability of the
remaining provisions of this Award Agreement shall not in any way
be affected or impaired thereby.
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(a)
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This Award Agreement and the rights
of the Participant hereunder are subject to all the terms and
conditions of the Plan, as the same may be amended from time to
time, as well as to such rules and regulations as the
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Committee may adopt for
administration of the Plan. The Committee shall have the right to
impose such restrictions on any Shares acquired pursuant to this
Award Agreement, as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws,
under applicable federal and state tax law, under the requirements
of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities
laws applicable to such Shares.
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It
is expressly understood that the Committee is authorized to
administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Award
Agreement, all of which shall be binding upon the
Participant.
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(b)
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The
Committee may terminate, amend, or modify the Plan; provided,
however, that no such termination, amendment, or modification of
the Plan may in any material way adversely affect the
Participant’s vested rights under this Award Agreement,
without the written consent of the Participant.
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(c)
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The
Participant agrees to take all steps necessary to comply with all
applicable provisions of federal and state securities and tax laws
in exercising his or her rights under this Award
Agreement.
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(d)
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This Award Agreement shall be
subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities
exchanges as may be required.
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(e)
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All
obligations of the Company under the Plan and this Award Agreement,
with respect to the Restricted Stock, shall be binding on any
successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
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(f)
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The
Participant agrees to execute this agreement and return it to the
address below within 45 days of receipt of this agreement or
forfeit the awarded restricted stock shares.
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Federal
Signal Corporation
Oak Brook,
Illinois 60521
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(g)
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To
the extent not preempted by federal law, this Award Agreement shall
be governed by, and construed in accordance with, the laws of the
State of Delaware.
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IN WITNESS
WHEREOF, the parties have caused this Award Agreement to be
executed effective as of
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Federal Signal
Corporation
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By:
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Participant
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7
Federal
Signal Corporation
2005 Executive Incentive Compensation Plan
Nonqualified Stock Option Award Agreement
You have been
selected to be a Participant in the Federal Signal Corporation 2005
Executive Incentive Compensation Plan (the “Plan”), as
specified below:
This document constitutes part of
the prospectus covering
securities that have been registered under the Securities Act of
1933.
THIS AWARD
AGREEMENT, effective as of the Date of Grant set forth above,
represents the grant of nonqualified stock options (the
“Options”) by Federal Signal Corporation, a Delaware
corporation (the “Company”), to the Participant named
above, pursuant to the provisions of the Plan.
The Plan provides
a complete description of the terms and conditions governing the
Options. If there is any inconsistency between the terms of this
Award Agreement and the terms of the Plan, the Plan’s terms
shall completely supersede and replace the conflicting terms of
this Award Agreement. All capitalized terms shall have the meanings
ascribed to them in the Plan, unless specifically set forth
otherwise herein. The parties hereto agree as follows:
1. Grant
of Stock Options. The Company hereby grants to the Participant
the number of Options set forth above to purchase the number of
shares of Company common stock (“Shares”) set forth
above, at the stated Option Price, which is one hundred percent
(100%) of the Fair Market Value of a Share on the Date of Grant, in
the manner and subject to the terms and conditions of the Plan and
this Award Agreement. Subject to Section 11 herein, each
Option shall be exercisable into one Share.
2. Exercise of
Stock Options. Except as hereinafter provided, the Participant
may exercise these Options at any time after the Date of Grant, and
according to the vesting schedule set forth below, provided that no
exercise may occur subsequent to the close of business on the Date
of Expiration.
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Number
of
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Cumulative
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Options
Which
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Percentage of
Options
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Date
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Become
Exercisable
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Which Are
Exercisable
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These Options may
be exercised in whole or in part, but not for less than one hundred
(100) Shares at any one time, unless fewer than one hundred
(100) Shares then remain subject to the Options, and the
Options are then being exercised as to all such remaining
Shares.
3. Limitations on Exercise. The Participant must
exercise all rights under this Award Agreement prior to the tenth
anniversary of the Date of Grant (i.e., the Options will expire
upon the tenth anniversary). The Participant may sell the Shares
acquired via these Options at any time.
4. Termination of Employment by Death. In the event the
employment of the Participant is terminated by reason of death, all
outstanding Options not yet vested shall become immediately fully
vested and, along with all previously vested Options, shall remain
exercisable at any time prior to their expiration date, or for one
(1) year after the date of death, whichever period is shorter,
by such person or persons as shall have been named as the
Participant’s beneficiary, or by such persons that have
acquired the Participant’s rights under the Options by will
or by the laws of descent and distribution.
5. Termination of Employment by Disability. In the
event the employment of the Participant is terminated by reason of
Disability, all outstanding Options not yet vested shall become
immediately fully vested and, along with all previously vested
Options, shall remain exercisable at any time prior to their
expiration date, or for one (1) year after the date that the
Committee determines the definition of Disability to have been
satisfied, whichever period is shorter. For purposes of this Award
Agreement, Disability shall have the meaning ascribed to such term
in the Participant’s governing long-term disability plan, or
if no such plan exists, at the discretion of the
Committee.
6. Termination of Employment by Retirement. In the
event the employment of the Participant is terminated by reason of
retirement (as determined by the Committee), all outstanding
Options previously vested shall remain exercisable at any time
prior to their expiration date, or for three (3) years after
the effective date of retirement, whichever period is shorter. All
outstanding Options not yet vested shall be forfeited.
7. Termination of Employment for Other Reasons. If the
employment of the Participant shall terminate for any reason other
than the reasons set forth in Sections 4 through 6 or
Section 9 herein, all previously vested Options shall remain
exercisable for a period of three months from the effective date of
termination. Except as set forth in Section 9, the portion of
the Options not yet vested as of the date of termination shall be
forfeited. The transfer of
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employment of
the Participant between the Company and any affiliate or Subsidiary
(or between affiliates and/or Subsidiaries) shall not be deemed a
termination of employment for purposes of this Award
Agreement.
8. Change
in Control. In the event of a Change in Control (as that term
is defined in the Company’s Change in Control Policy), the
Participant’s right to exercise these Options shall
immediately vest one hundred percent (100%) as of the first date
that the definition of Change in Control has been fulfilled, and
shall remain as such for the remaining term of the
Options.
9. Acceleration of Vesting of Options in the Event of
Divestiture of Business Segment. In the event that the
“Business Segment” (as that term is defined in this
Section below) in which the Participant is primarily employed as of
the “Divestiture Date” (as that term is defined in this
Section below) is the subject of a “Divestiture of a Business
Segment” (as that term is defined in this Section below), and
such divestiture results in the termination of the
Participant’s employment with the Company and its
subsidiaries for any reason, the Participant’s right to
exercise the Options subject to this Agreement shall immediately
vest and the Options shall become immediately exercisable as of the
Divestiture Date as to that portion of these Options that are not
vested and exercisable as of such date. The Options shall remain
exercisable as to all shares subject thereto for a period of three
months after the Divestiture Date.
For purposes of
this Agreement, the term “Business Segment” shall mean
a business line which the Company treats as a separate business
segment under the segment reporting rules under generally accepted
accounting principles as used in the United States, which currently
includes the following: Safety and Security Systems, Fire Rescue,
Environmental Solutions and Tool. Likewise, the term
“Divestiture Date” shall mean the date that a
transaction constituting a Divestiture of a Business Segment is
finally consummated.
For purposes of
this Agreement, the term “Divestiture of a Business
Segment” means the following:
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(a)
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When used with reference to the sale
of stock or other securities of a Business Segment that is or
becomes a separate corporation, limited liability company,
partnership or other separate business entity, the sale, exchange,
transfer, distribution or other disposition of the ownership,
either beneficially or of record or both, by the Company or one of
its subsidiaries to “Nonaffiliated Persons” (as that
term is defined in this Section below) of 100% of either
(a) the then-outstanding common stock (or the equivalent
equity interests) of the Business Segment or (b) the combined
voting power of the then-outstanding voting securities of the
Business Segment entitled to vote generally in the election of the
board of directors or the equivalent governing body of the Business
Segment;
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(b)
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When used with reference to the
merger or consolidation of a Business Segment that is or becomes a
separate corporation, limited liability
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company, partnership or other
separate business entity, any such transaction that results in
Nonaffiliated Persons owning, either beneficially or of record or
both, 100% of either (a) the then-outstanding common stock (or
the equivalent equity interests) of the Business Segment or
(b) the combined voting power of the then-outstanding voting
securities of the Business Segment entitled to vote generally in
the election of the board of directors or the equivalent governing
body of the Business Segment; or
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(c)
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When used with reference to the sale
of the assets of the Business Segment, the sale, exchange,
transfer, liquidation, distribution or other disposition of all or
substantially all of the assets of the Business Segment necessary
or required to operate the Business Segment in the manner that the
Business Segment had been operated prior to the Divestiture
Date.
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For purposes of
this Agreement, the term “Nonaffiliated Persons” shall
mean any persons or business entities which do not control, or
which are not controlled by or under common control with, the
Company.
10. Restrictions on Transfer. Unless determined
otherwise by the Committee pursuant to the terms of the Plan, these
Options may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, these Options shall be
exercisable during the Participant’s lifetime only by the
Participant or the Participant’s legal
representative.
11. Recapitalization. In the event there is any change
in the Company’s Shares through the declaration of stock
dividends or through recapitalization resulting in stock split-ups
or through merger, consolidation, exchange of Shares, or otherwise,
the Committee may, in its sole discretion, make such adjustments to
these Options that it deems necessary in order to prevent dilution
or enlargement of the Participant’s rights.
12. Procedure for Exercise of Options. These Options
may be exercised by delivery of written notice to the Company at
its executive offices, addressed to the attention of the corporate
secretary. Such notice: (a) shall be signed by the Participant
or his or her legal representative; (b) shall specify the
number of Options being exercised and thus the number of full
Shares then elected to be purchased with respect to the Options;
and (c) shall be accompanied by payment in full of the Option
Price of the Shares to be purchased, and the Participant’s
copy of this Award Agreement.
The Option Price
upon exercise of these Options shall be payable to the Company in
full either: (a) in cash or its equivalent (acceptable cash
equivalents shall be determined at the sole discretion of the
Committee); or (b) by tendering (either by actual delivery or
attestation) previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the total Option
Price (provided that, except as otherwise determined by the
Committee, the Shares which are tendered must have been held by the
Participant for at least six (6) months prior
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to their tender
to satisfy the Option Price or have been purchased on the open
market); or (c) by a combination of (a) and (b).
Subject to the
approval of the Committee, the Participant may be permitted to
exercise pursuant to a “cashless exercise” procedure,
as permitted under Federal Reserve Board’s Regulation T,
subject to securities law restrictions, or by any other means which
the Committee, in its sole discretion, determines to be consistent
with the Plan’s purpose and applicable law.
The Company shall
deliver to the Participant evidence of book entry Shares, or upon
the Participant’s request, Share certificates in an
appropriate amo
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