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EXHIBIT 10.3
AMCON DISTRIBUTING COMPANY
2007 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
Date of Grant: December 6, 2007
Number of Restricted Shares Granted: Five Thousand (5,000)
This Restricted Stock Award Agreement, dated December 6, 2007
(this
"Award Agreement"), is made by and between AMCON Distributing
Company,
a Delaware corporation (the "Company"), and Eric J.
Hinkefent
("Participant").
RECITALS:
A. Effective April 17, 2007, the Company's stockholders approved
the
AMCON Distributing Company 2007 Omnibus Incentive Plan (the
"Plan")
pursuant to which the Company may, from time to time, grant
Shares of
Restricted Stock to eligible Service Providers of the
Company.
B. Participant is a Service Provider of the Company or one of
its
Affiliates and the Company desires to encourage him to own
Shares and
to give him added incentive to advance the interests of the
Company,
and desires to grant Participant shares of Restricted Stock of
the
Company under the terms and conditions established by the
Committee.
AGREEMENT:
In consideration of the mutual covenants contained herein and
other
good and valuable consideration, the receipt of which is
hereby
acknowledged, the parties agree as follows:
1. INCORPORATION OF PLAN. All provisions of this Award Agreement
and
the rights of Participant hereunder are subject in all respects
to the
provisions of the Plan and the powers of the Committee
therein
provided. Capitalized terms used in this Award Agreement but
not
defined shall have the meaning set forth in the Plan.
2. GRANT OF RESTRICTED STOCK. Subject to the conditions and
restrictions set forth in this Award Agreement and in the Plan,
the
Company hereby grants to Participant that number of Shares
of
Restricted Stock identified above opposite the heading "Number
of
Restricted Shares Granted" (the "Restricted Shares").
3. RESTRICTIONS ON TRANSFER; VESTING DATE. Subject to any
exceptions
set forth in this Award Agreement or in the Plan, the
Restricted
Shares or the rights relating thereto may not be sold,
transferred,
gifted, bequeathed, pledged, assigned, or otherwise alienated
or
hypothecated, voluntarily or involuntarily, prior to the vesting
date
for such Restricted Shares identified below (the "Vesting
Date"). On
the Vesting Date, such restriction on transfer shall lapse and
the
Restricted Shares, if not previously forfeited pursuant to
Section 4
below, will become freely transferable under this Award
Agreement and
the Plan, subject only to such further limitations on transfer,
if
any, as may exist under applicable law or any other agreement
binding
upon Participant. Subject to any exceptions listed in this
Award
Agreement or in the Plan, the Restricted Shares shall become
vested in
accordance with the schedule set forth below:
VESTING DATE PERCENTAGE OF SHARES VESTED
October 16, 2008 33 1/3%
October 16, 2009 33 1/3%
October 16, 2010 33 1/3%
Notwithstanding the foregoing, (i) the Committee may, in its
sole
discretion, accelerate the Vesting Date for any or all of
the
Restricted Shares, if in its judgment the performance of
Participant
has warranted such acceleration and/or such acceleration is in
the
best interests of the Company, and (ii) if Participant's
position as a
Service Provider with the Company or any of its Affiliates
is
terminated by the Company or such Affiliate without Cause or by
reason
of the Participant's death or Disability, the Vesting Date for
all of
the Restricted Shares automatically will be accelerated to the
date of
Participant's termination as a Service Provider. If the
Participant
voluntarily terminates their position as a Service Provider with
the
Company, the portion of Restricted Shares that are unvested
shall be
forfeited and full ownership of
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