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Exhibit
10.3
INTERNATIONAL TEXTILE
GROUP, INC.
2008 EQUITY INCENTIVE
PLAN
FORM OF PERFORMANCE SHARE
AWARD AGREEMENT
Date of Grant: [grant
date]
1. Grant of Performance
Shares . Subject to the terms and conditions herein
and the provisions of the International Textile Group, Inc. (the
“Company”) 2008 Equity Incentive Plan (the
“Plan”), the Company on the above date has granted to
the grantee named below (the “Grantee”) Performance
Shares equivalent to the number of shares of [Convertible
Preferred] [Common] Stock shown below:
Grantee: [name of
Grantee]
Performance Shares:
equivalent to [number of] shares of [Convertible
Preferred][Common]
Stock
All capitalized terms used
herein shall have the same meaning as set forth in the Plan, except
as otherwise specified in this agreement.
2. Performance
Goals . Subject to the vesting rules below, the
Performance Shares or portions thereof shall be earned upon
attainment of the following Management Objectives during the
relevant Performance Period, as certified by the
Committee:
[INSERT DESCRIPTION OF
PERFORMANCE CRITERIA &
PERFORMANCE
PERIODS]
provided that there has not been a
Termination of Employment of Grantee before the relevant Management
Objectives for a Performance Period have been satisfied.
3. Vesting and
Forfeiture . Any Performance Shares that have not
been earned under paragraph 2 at the end of any relevant
Performance Period shall be forfeited. Fifty percent (50%) of
the Performance Shares that have been earned under paragraph 2 for
any Performance Period shall be vested at the end of such
Performance Period; the remaining fifty percent (50%) of the
Performance Shares earned for such Performance Period shall be
vested upon the one-year anniversary of the end of the Performance
Period, provided that there has not been a Termination of
Employment of Grantee before such date. Upon the Grantee’s
Termination of Employment other than as a result of death,
Disability, involuntary termination other than for Cause, or
voluntary termination with Good Reason, any Performance Shares that
have not both been earned under paragraph 2 and become vested under
this paragraph 3 shall be forfeited.
4. Special Rules Upon
Death, Etc . Notwithstanding paragraphs 2 and 3, if
there has not previously been a Termination of Employment of
Grantee, upon the occurrence of the earlier of the following
events:
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(b) |
the Grantee’s Termination of Employment as a result of
Disability; or |
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(c) |
the Grantee’s involuntary Termination of Employment with
the Company and all Affiliates other than for Cause or the
Grantee’s voluntary Termination of Employment with the
Company and all Affiliates with Good Reason, provided, however,
that the Grantee executes an Agreement, Waiver and General Release,
in form and substance satisfactory to the Company, in connection
with such Termination of Employment; |
any individual Management Objectives for
the Performance Period in which the event occurs shall be deemed
satisfied at the target level, and any other Management Objectives
for the Performance Period shall be applied in the same manner as
under paragraph 2 to determine whether the Grantee’s
Performance Shares are earned for such Performance Period. The
Performance Shares so earned for the Performance Period in which
the event occurs shall be 100% vested as of the end of such
Performance Period, and any Performance Shares earned for any prior
Performance Period that have not previously become vested under
paragraph 3 shall become vested upon such event.
5. Payment .
Except as otherwise specified in paragraph 7 of this
agreement:
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(a) |
The value of Performance Shares that are earned in accordance
with paragraph 2 and become vested under paragraph 3 or 4,
whichever is applicable, shall be payable in cash, shares of Stock
or a combination thereof, as specified by the Committee to the
Grantee or the Grantee’s Beneficiary in the event of the
Grantee’s death. |
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(b)
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The amount vested under
paragraph 3 or 4, whichever is applicable, shall be paid after the
end of the calendar year in which it becomes vested and no later
than the 15 th day
of the third month after the end of such year.
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(c) |
The value of Performance Sha |
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