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Exhibit
10.30
Employee
You have been granted a
Restricted Stock Award for [number of restricted shares granted]
shares of Common Stock of the Company, subject to the terms and
conditions (i) in the Company’s 2000 Stock Incentive
Plan, as amended from time to time (the “Plan”), and
(ii) as set forth in Exhibit A, attached hereto and made a
part hereof (together with this letter, the
“Agreement”), as follows:
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Date of Agreement/ Grant:
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[grant
date] |
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Restricted Shares Granted:
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[number
of restricted shares granted] |
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Expiration Date:
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[to be
determined] |
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Vesting Schedule:
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As
defined in Exhibit A |
Please indicate your
acceptance by executing two (2) original copies of this
Agreement and returning one (1) original copy by U.S. Mail to Cindy
Freeze.
Very truly yours,
Martin L. Vaughan,
III
By my signature below, I
hereby acknowledge receipt of this Award on the date shown above,
which has been issued to me under the terms and conditions of the
Plan. I further acknowledge receipt of the copy of the Plan and
agree to conform to all of the terms and conditions of the Award
and the Plan.
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Signature:
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Date: |
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Optionee’s Name |
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Note: If there are any discrepancies in
the name or address shown above, please make the appropriate
corrections on this form.
EXHIBIT A
TERMS AND CONDITIONS
RESTRICTED STOCK AGREEMENT
FOR EXECUTIVE GROUP
1. Time and Operational
Vesting of Restricted Stock . Except as provided in these Terms
and Conditions, the Restricted Stock shall vest and become
nonforfeitable in accordance with the Vesting Schedule for each
full year, up to a total of five (5) full years that the
Employee continues to be employed by the Company after the date of
this Agreement, with the first vesting date being for 25% of the
grant two (2) years after the date of grant and an additional
25% each year thereafter, subject to the additional qualifications,
applied on each such vesting date, based on Company’s
operations described below. The period from the date hereof until
the shares of Restricted Stock would have become 100% vested if
time were the only criterion shall be referred to as the
“Restricted Period.”
This award of Restricted
Stock to employee is intended to encourage Employee to cause the
operating earnings of Company to grow by the Target each calendar
year. At each of the vesting dates set forth in the Vesting
Schedule, Restricted Stock will be eligible to vest only if the
Employee continues to be fully employed by the Company and the
Company achieves the Minimum in the calendar year preceding such
vesting date.
If such conditions are met,
then the eligible shares shall vest as follows:
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PERFORMANCE
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VESTING
PERCENTAGE
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| Target
achieved in one or both preceding calendar years |
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100% |
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| Target not
achieved in either of preceding calendar years |
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At discretion of Human Resources &
Compensation Committee |
Minimum means for any
calendar year of the Company such percentage of budgeted profit, as
approved by the Human Resources & Compensation Committee,
being attained.
Target means for any calendar
year the percentage operating earnings growth approved by the Human
Resources & Compensation Committee, with reference to the
estimated prospects of the Company’s Industry Peers (as
defined below) for that calendar year.
In all events the Human
Resources & Compensation Committee reserves authority to
increase or decrease any such vesting by 20% of the eligible shares
to vest on such date. Without limitation, one factor which may be
considered in such exercise of discretion will be total shareholder
return (“TSR”) versus the total shareholder returns of
the peer group (“Peers”). The Peers shall be comprised
from two distinct groups, one from the Company’s competitors
for SEC and Human Resources & Compensation Committee
purposes (“Industry Peers”) and the other from the S
& P 600, with Industry Peers accounting for 2 / 3 of the weight and the S & P 600 accounting for
1 /
3 of the weight of the Peers
measurements.
2. Issuance of
Certificates . The stock certificate(s) evidencing the
Restricted Stock shall be issued and registered on the
Company’s books and records in the name of the Employee as
soon as practicable following the date of this Agreement. The
Company shall retain control of each award representing the
Restricted Stock until such time as the Restricted Stock becomes
vested in accordance with the terms herein. Company is granted a
power of attorney, coupled with an interest, to administer these
shares in accordance with the terms of this award and the
Plan.
Upon the written request of
the Employee following the vesting of any portion of the shares of
Restricted Stock prior to any event of forfeiture hereunder, the
Company will cause a stock certificate to be issued, without such
restrictive legend, with respect to the vested portion of the
shares of the Restricted Stock registered on the Company’s
books and records in the name of the Employee. Following the
expiration of the Restricted Period, the Company will cause a stock
certificate to be issued for any shares of Restricted Stock that
have vested prior to any event of forfeiture hereunder and have not
been reissued without the restrictions described above.
3. Transferability .
During the Restricted Period, the Employee shall not sell, assign,
transfer, pledge, exchange, hypothecate, or otherwise dispose of
unvested Restricted Stock. Upon receipt by the Employee of stock
certificate(s) representing vested shares without a restrictive
legend pursuant to the Agreement, the Employee may hold or dispose
of the shares represented by such certificate(s), subject to
compliance with (i) the terms and conditions of the Plan and
this Agreement and (ii) applicab
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