Exhibit 10.1
CPI INTERNATIONAL, INC.
RESTRICTED STOCK AGREEMENT
(Senior Executives)
THIS RESTRICTED
STOCK AGREEMENT (the “ Agreement ”) is made and
entered into as of the date of grant set forth on
Exhibit A hereto by and between CPI
International, Inc., a Delaware corporation (the “
Company ”), and the individual (the “
Grantee ”) set forth on Exhibit A
.
A.
The Grantee is an employee or consultant of the Company or a
Subsidiary, and the Company has determined that it is appropriate,
desirable and in the best interests of the Company to issue the
Restricted Shares (as defined below) to the Grantee.
B.
Accordingly, pursuant to the CPI International, Inc. 2006
Equity and Performance Incentive Plan (the “ Plan
”), the Company is hereby issuing to the Grantee the number
of restricted shares of the Common Stock of the Company (the
“ Restricted Shares ”) as set forth on
Exhibit A hereto, and in all respects subject to the
terms, definitions and provisions of the Plan, which is
incorporated herein by reference.
C.
Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meanings set forth in the Plan.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein, the
Grantee and the Company hereby agree as follows:
1.
Restricted Shares .
1.1
Issuance of Restricted Shares . In consideration of
the Grantee’s service as an employee or consultant of the
Company or a Subsidiary, the Company is hereby issuing to the
Grantee the Restricted Shares. The Restricted Shares shall be
represented by a certificate or certificates issued in the name of
the Grantee and endorsed with an appropriate legend referring to
the restrictions hereinafter set forth.
1.2
Restrictions on Transfer of Shares . The Restricted Shares
may not be sold, assigned, transferred, conveyed, pledged,
exchanged or otherwise encumbered or disposed of (each, a “
Transfer ”) by the Grantee, except to the Company,
until they have become vested as provided in
Section 1.3 . Any purported Transfer in violation of
the provisions of this Section 1.2 shall be void AB
INITIO, and the other party to any such purported transaction shall
not obtain any rights to or interest in the Restricted
Shares. In addition, the Grantee may not Transfer Restricted
Shares that have become vested unless such Restricted Shares are
registered pursuant to the Securities Act of 1933 (the “
Securities Act ”) or under Rule 144 promulgated
under the Securities Act or unless the Company and its counsel
agree with the Grantee that such Transfer is not required to be
registered under the Securities Act.
1.3
Vesting; Forfeiture of Shares . Subject to the
provisions of the Plan and the other provisions of this Agreement,
the Restricted Shares shall vest in accordance with the schedule
set forth on Exhibit A . Notwithstanding the
foregoing, (a) in the event of termination of the
Grantee’s employment by the Company (or a Subsidiary, as
applicable)
for Cause or
the termination of the Grantee’s Continuous Status as an
Employee, Director or Consultant by the Grantee for any reason
other than death, Disability or Good Reason (as defined in the
Grantee’s employment agreement), the Restricted Shares shall
immediately cease vesting as of the date of termination, and
(b) in the event of termination of the Grantee’s
Continuous Status as an Employee, Director or Consultant by the
Company (or a Subsidiary, as applicable) without Cause, as a result
of death or Disability, or by the Grantee for Good Reason, the
Restricted Shares shall become fully vested as of the date of
termination. Any Restricted Shares that are not vested on the
date of termination shall be forfeited by the Grantee, and the
certificate(s) representing the non-vested portion of the
Restricted Shares so forfeited shall be canceled.
In addition, if, in connection with a merger, consolidation,
reorganization, recapitalization or similar transaction in which
the Company is not the surviving entity, either (i) all
obligations under this Agreement are not fully assumed by the
surviving or resulting entity, or (ii) the Company fails to
provide the Grantee with cash or property with a fair market value
equal to the Fair Market Value of the non-vested portion of the
Restricted Shares, then the Restricted Shares shall become fully
vested prior to the effectiveness of such transaction.
1.4
Tax Withholding Obligations . If the Company shall be
required to withhold any federal, state, local or foreign tax in
connection with any issuance or vesting of Restricted Shares or
other securities pursuant to this Agreement, and the amounts
available to the Company for such withholding are insufficient,
then the Grantee shall pay the tax or make provisions that are
satisfactory to the Company for the payment thereof. Provided
the approval of the Committee is obtained, the Grantee may elect to
satisfy all or any part of any such withholding obligation by
surrendering to the Company a portion of the Restricted Shares that
become vested hereunder, and the Restricted Shares so surrendered
by the Grantee shall be credited against any such withholding
obligation based on the then Fair Market Value per share of such
Restricted Shares on the date of such surrender.
2.
Dividend, Voting and Other Rights . Except as
otherwise provided in this Agreement, from and after the Date of
Grant, the Grantee shall have all of the rights of a stockholder
with respect to the Restricted Shares, including the right to vote
the Restricted Shares and receive any dividends that may be paid
thereto, provided, however, that any additional Common Stock or
other securities that the Grantee may become entitled to receive
pursuant to a stock dividend, stock split, recapitalization,
combination of shares, merger, consolidation, separation or
reorganization or any other change in the capital structure of the
Company shall be subject to the same risk of forfeiture and
restrictions on transfer as the forfeitable Restricted Shares in
respect of which they are issued or transferred and shall become
Restricted Shares for the purposes of this Agreement.
3.
Retention of Stock Certificate(s) by the Company .
The certificate(s) representing the Restricted Shares
shall be held in custody by the Company, together with a stock
power that shall be endorsed in blank by the Grantee and delivered
to the Company within ten (10) days of the date hereof, until
such shares have become vested in accordance with
Section 1.3 .
2
4.
General .
4.1
Governing Law . This Agreement shall be governed by
and construed under the laws of the state of Delaware applicable to
agreements made and to be performed entirely in Delaware,
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