Exhibit 10.19
THE SHARES ISSUABLE PURSUANT TO
THIS AGREEMENT ARE SUBJECT TO THE PROVISIONS OF THE COMPANY’S
2008 STOCK OPTION AND STOCK APPRECIATION RIGHT PLAN AND THIS
AGREEMENT IS ENTERED INTO PURSUANT THERETO.
PHOSPHATE HOLDINGS,
INC.
2008 STOCK OPTION AND STOCK
APPRECIATION RIGHT PLAN
STOCK APPRECIATION RIGHT AWARD
AGREEMENT
SAR Grant No. __________ Date of
Grant: _________ Grant Price: $______
Expiration Date: ________________
Number of Shares: ________________
THIS STOCK APPRECIATION RIGHT
AWARD AGREEMENT (the
“ Agreement ”) is made as of [date]
between Phosphate Holdings, Inc., a Delaware corporation (the
“ Company ”), and _______________ (the
“ Participant ”) pursuant to the terms
and conditions of the Phosphate Holdings, Inc. 2008 Stock Option
and Stock Appreciation Right Plan (the “ Plan
”). A copy of the Plan is being furnished to the Participant
concurrently with the execution of this Agreement which shall be
deemed a part of this Agreement as if fully set forth herein. By
the execution of this Agreement, the Participant acknowledges
receipt of a copy of the Plan. Unless the context otherwise
requires, all terms defined in the Plan shall have the same meaning
when used herein.
WHEREAS , the Board of Directors of the Company has
adopted the Plan to encourage and enable certain directors of the
Company to acquire Awards the value of which is tied to the
performance of the common stock, $0.01 par value per share,
(“ Stock ”) of the Company, thus
providing them with a more direct concern in the welfare of the
Company and assuring a closer identification of their interests
with those of the Company; and
WHEREAS , the Participant is one of such eligible
participants in the Plan.
NOW THEREFORE
, the parties agree as
follows:
1. Stock Appreciation Right
Award . Subject to
the conditions set forth below and adjustment pursuant to
Section 6, the Company hereby grants to the Participant (the
“ Award ”), effective as of [date] (the
“ Date of Grant ”), in accordance with
the terms and conditions set forth herein and in the Plan, stock
appreciation rights related to __________ shares of Stock (the
“ Stock Appreciation Rights ” or “
SARs ”). The Stock Appreciation Rights shall
provide to the Participant the right to receive a cash payment in
an amount equal to the product of (i) the excess of
(A) the Fair Market Value of one share of Stock on the date of
settlement over (B) the Fair Market Value of one share of
Stock on the Date of Grant (the “ Grant Price
”), multiplied by (ii) the number of shares as to which
this Award has been settled. The Award is specifically made subject
to execution by the Participant of this Agreement.
2. Vesting of Stock
Appreciation Rights . Subject to the earlier expiration of this Award
as herein provided, this Award may be settled in accordance with
the provisions of this Agreement, but, except as otherwise provided
below, this Award shall not be settled for more
than a percentage of the aggregate number of
Stock Appreciation Rights offered by this Award determined by the
number of full years from the Date of Grant hereof to the date of
such settlement, in accordance with the following
schedule:
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|
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Percentage of Rights
That May Be
Settled
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One
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33 1 / 3
%
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Two
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33 1 / 3
%
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Three
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33 1 / 3
%
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Stock Appreciation Rights that may
be settled pursuant to the schedule above are “ Vested
Rights .” Stock Appreciation Rights that may not be
settled pursuant to the schedule above are “ Unvested
Rights .”
(a) Termination of Service .
In the event the Participant’s service with the Company is
terminated for any reason, including death, disability, failure to
be slated or re-elected, or resignation, all Unvested Rights shall
immediately become fully Vested Rights.
(b) Term of Award . This
Award may not be settled in any event after the expiration of five
years from the date of grant hereof.
3. Settlement of Stock Appreciation
Rights . Settlement . The Committee shall establish
the rules and procedures of settlement applicable to all Vested
Rights in accordance with the provisions for SAR settlement in the
Plan. Subject to Section 6(c) below, the Vested Rights shall
be settled by the Company through a cash payment to the Participant
in an amount equal to the product of (i) the excess of
(A) the Fair Market Value of one share of Stock on the date of
settlement over (B) the Grant Price, multiplied by
(ii) the number of Vested Rights being settled.
(b) Fractional Rights . In
the event that each of the Vested Rights have been exercised but
for a fractional share, such fractional share shall automatically
and without notice or further action of the Company or the
Participant, terminate and become null and void.
(c) Settlement Procedures .
Notwithstanding anything to the contrary in Section 3(a)
above, settlement of Vested Rights shall be subject to and pursuant
to rules and procedures established by the Committee from time to
time, provided that such rules and procedures are in accordance
with the Plan.
4. Settlement Following a Registration
Filing . Notwithstanding any of the provisions in this
Agreement to the contrary, including but not limited to
Section 3 above, in the event that the Company files a Form
S-8 in accordance with the Securities Act, or any other appropriate
registration form (either, a “ Registration
Form ”), that shall cover the shares of Stock
reserved and available for issuance in connection with Awards under
the Plan, each of the Stock Appreciation Rights granted to
Participant under Section 1 shall immediately, and without
further action of either the Company or the Participant, convert to
Options in the manner provided below:
2
(a) Unvested Rights . Each of
the Stock Appreciation Rights that remain Unvested Rights on the
date that the Company files a Registration Form shall be converted
to unvested Options (the “ Unvested Options
”). These Unvested Options will be required to satisfy the
vesting schedule in Section 2 above as if the Unvested Options
were granted to the Participant on the Date of Grant.
(b) Vested Rights . Each of
the Stock Appreciation Rights that have become Vested Rights as of
the date that the Company files a Registration Form shall be
converted to fully vested and immediately exercisable Options (the
“ Vested Options ”).
The Options shall have an exercise
price per Option of the Grant Price. The Committee, in accordance
with the authority provided to it in Section 3(c) above, shall
establish the rules and procedures of settlement applicable to all
Vested Options in accordance with the provisions for Option
settlement in the Plan. The Options shall be identical to the Stock
Appreciation Rights in all other respects and remain subject to
each applicable provision of this Agreement.
5. Transferability . Subject to
Section 22 below, this Agreement and the Vested Rights granted
hereunder will be transferable by the Participant only to the
extent approved by the Committee in conformance with
Section 9(b) of the Plan.
6. Recapitalization or Reorganization
.
(a) Existence of Plan and
Award . The existence of the Plan and the Award shall not
affect in any way the right or power of the Board of Directors or
the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the
Company’s capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity
securities ahead of or affecting Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.
(b) Subdivision or Consolidation
of Shares . The terms of this Award and the shall be subject to
adjustment from time to time, in accordance with the following
provisions:
(i) If at any time, or from time to
time, the Company shall subdivide as a whole (by reclassification,
by a stock split, or otherwise) the number of shares of Stock then
outstanding into a greater number of shares of Stock, then the
number of shares of Stock Appreciation Rights specified in
Section 1 above shall be increased proportionately and the
Grant Price shall be reduced proportionately, without changing the
aggregate value as to which the Award remains
settleable.
(ii) If at any time, or from time to
time, the Company shall consolidate as a whole (by
reclassification, reverse stock split, or otherwise) the number of
shares of Stock then outstanding into a lesser number of shares of
Stock, the number of shares of Stock Appreciation Rights specified
in Section 1 above shall be decreased proportionately and the
Grant Price shall be increased proportionately, without changing
the aggregate value as to which the Award remains
settleable.
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(iii) Wheneve
