RESTRICTED SHARE AWARD
AGREEMENT
PURSUANT TO THE VECTOR GROUP
LTD.
AMENDED AND RESTATED 1999
LONG-TERM INCENTIVE PLAN
THIS
RESTRICTED SHARE AWARD AGREEMENT, effective as of April 7,
2009, by and between Vector Group Ltd., a Delaware corporation (the
“Company”), and Howard M. Lorber (the
“Executive”).
A.
WHEREAS, the Executive serves as President and Chief Executive
Officer of the Company, pursuant to an Amended and Restated
Employment Agreement dated as of January 27, 2006 (the
“Employment Agreement”); and
B.
WHEREAS, the Company wishes to retain the Executive by awarding him
a proprietary interest in the Company through ownership of an
equity interest therein, which interest shall be subject to the
restrictions on vesting and transferability hereinafter set
forth;
NOW,
THEREFORE, in consideration of the mutual covenants set forth
herein, the Company and the Executive hereby agree as
follows:
Subject
to the terms and conditions of this Agreement, the Company hereby
grants to the Executive 500,000 shares (collectively, the
“Award Shares”) of its Common Stock, $.10 par value per
share (the “Common Stock”), pursuant to the
Company’s Amended and Restated 1999 Long-Term Incentive Plan
as in effect and amended from time to time (the
“Plan”). Except to the extent otherwise provided
herein, the Award Shares shall vest in the Executive to the extent
of 100,000 shares on September 15, 2010 and on each
anniversary thereof through September 15, 2014.
2.
Issuance; Transfer Restrictions .
Certificates
for the Award Shares shall be issued in the name of the Executive
as soon as practicable after the date hereof, provided the
Executive has (i) executed appropriate blank stock powers and
any other documents which the Company may reasonably require and
(ii) delivered to the Company a check for $50,000,
representing the par value of the Award Shares. The certificates
for the unvested Award Shares shall be deposited, together with the
stock powers, or other documents required by the Company, with the
Company. Except to the extent provided in Section 7 hereof or
as otherwise provided by the terms of this Agreement, upon deposit
of such unvested Award Shares with the Company, the Executive shall
have all of the rights of a shareholder with respect to such
shares, including the right to vote the shares and to receive all
dividends or other distributions, if any, paid or made with respect
to such shares. Upon vesting of any portion of the Award Shares,
the Company shall cause a stock certificate for such shares to be
delivered to the Executive. No interest in this Agreement or in any
portion of the Award Shares may be sold, transferred, assigned,
pledged, encumbered or otherwise alienated or hypothecated, nor
shall certificates for any Award Shares be delivered to the
Executive, except to the extent of any portion of the Award Shares
that has vested in the Executive in accordance with the terms
hereof.
3.
Certificates Legended .
The
Executive acknowledges that certificates for the Award Shares shall
bear the legends required by Section 8.1 of the Plan.
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The Company
shall enter in its records a notation of the foregoing legends and
of the restrictions on transfer provided therein.
4.
Termination of Employment .
Except
to the extent provided in Section 5 hereof, in the event the
Executive’s employment with the Company is terminated for any
reason, any remaining balance of the Award Shares not theretofore
vested shall be forfeited by the Executive and transferred back to
the Company, without payment of any consideration by the
Company.
In
the event of (i) the death or Disability of the Executive,
(ii) the termination of
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