Exhibit 10.1
[For an Award Recipient
that
Holds Class B Common
Stock]
THE DIXIE GROUP, INC.
Restricted Stock Award
Amended and
Restated
(Effective May 20,
2009)
To:
Daniel K. Frierson
Initial Grant Date: June 6,
2006
The Dixie Group, Inc. (the
“Company”) hereby awards you 125,000 shares of
restricted stock, subject to the terms and conditions set forth
below.
1.
Restricted Stock Award.
These shares of restricted stock
represent actual shares of common stock (or, subject to your
election, shares of Class B Common Stock) of the Company. The
ownership of your restricted stock will be recorded in your name in
the Company’s stockholder records. You have
the right to elect to receive a portion of this Award as shares of
Class B Common Stock in proportion to the shares of Class B Common
Stock you currently hold. Such shares of Class B Common Stock will
be issued to you upon the effective date of this Award. To make
such election, please complete Annex A and deliver it
to Starr T. Klein, Secretary.
2.
Ownership Rights.
As of the effective date of this
award, you will have all rights of ownership with respect to the
shares represented by the Award, except that such shares cannot be
sold, pledged or transferred until the restrictions are removed.
Such shares are, however, subject to forfeiture, as described in
this award document.
As long as you own the shares, you are
entitled to vote shares of restricted stock and to receive any
dividends paid on the shares.
3.
Term. This Restricted Stock Award shall have a term
of 8 years from the date hereof.
4.
Vesting. The restrictions on your ownership of these
shares will be removed, and your share certificate will be
delivered to you, when this award vests. The shares subject
to this Award vest as of the earliest date during the term hereof
when the continued service condition has been satisfied and the
market condition has been met, subject, however, to the vesting
schedule set forth in (c) below
a.
Market Condition.
The Market Value of the Company’s
common stock averages $18.225 over any 20 consecutive trading days
during the term hereof. Such average Market Value represents a 35%
increase from $13.500, the Market Value of the Company’s
stock on June 6, 2006, the date this Award was
authorized.
b.
Continued Service
Condition. During the
vesting period, you must be continuously employed by the Company or
an Affiliated Company as an executive officer thereof, or, after
June 5, 2011, you must serve as an executive officer of the Company
or an Affiliated Company or as a Director of the
Company.
c.
Vesting Schedule.
June 6, 2008, 20,833 shares
June 6, 2009, 20,833 shares
June 6, 2010, 20,833 shares
June 6, 2011, 20,833 shares
June 6, 2012, 20,833 shares
June 6, 2013, 20,835 shares
Provided, however, that if the market
condition has not been met by June 6, 2008, the awards will vest
pro rata over each annual vesting period subsequent to the date the
market condition is first met; and provided further, that if the
market condition is not met by June 6, 2014 all shares granted
under the award will be forfeited.
5.
Effect of Termination of
Employment. You will be
deemed to have met the continued service condition of this Award
with respect to one-hundred percent (100%) of the restricted shares
subject to this award in the event of termination of your
employment on account of your death or disability, at any time
during the term hereof, except to the extent such Award has
previously been forfeited, as provided herein. If your
employment with the Company or an Affiliated Company, or service on
the Board of Directors terminates prior to vesting on account of
involuntary termination by the Company for cause, the non-vested
portion of this award will be forfeited as of the date of such
termination. If your employment terminates on account of your
retirement or involuntary termination by the Company without cause
prior to June 6, 2014, then you shall be deemed to have met the
continued service condition with respect to that portion of the
restricted shares subject to this Award that is equal to the
portion of this Award that has been expensed by the Company
pursuant to the terms of FAS 123R (pro-rated vesting). All
restricted shares subject to this Award that have not met the
continued service condition as set forth above shall be
forfeited.
6.
Effect of a Change in Control of the
Company. In the event of
a Change in Control of the Company during your employment and prior
to June 6, 2014, one-hundred percent (100%) of this award will vest
immediately; such award shall vest whether or not the market
condition has been met, except to the extent such Award has been
previously forfeited as provided herein.
7.
Definitions . For purposes of this award:
a.
“Market Value” shall be the
average of the high and low trading prices of th
