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EXHIBIT 10.7
OAKLEY, INC.
1995 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK
AGREEMENT (this "Agreement"), dated effective as of the ___day of
___, 200_, is entered into by and between Oakley, Inc., a
Washington corporation (the "Company"), and ___, the
Company’s ___(the "Employee" or "Grantee," and together with
the Company, the "Parties"). Capitalized terms used but not
otherwise defined in this Agreement shall have the meanings set
forth in the Company’s 1995 Stock Incentive Plan, as amended
(the "Plan").
RECITALS
WHEREAS, the Compensation
Committee approved of the award to the Grantee of ___ shares of the
Company’s Common Stock, par value $0.01 ("Common Stock"),
effective ___, 200___(the "Date of Grant") pursuant to, and subject
to the terms and provisions of the Plan and this Agreement.
NOW, THEREFORE, in
consideration of the Grantee’s agreement to provide future
services to the Company and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1. Grant of
Restricted Stock and Escrow of Restricted Stock .
a.
Grant of Restricted Stock . The Grantee is entitled to
___shares of Common Stock pursuant to the terms and conditions of
this Agreement (the "Restricted Stock").
b.
Escrow of Restricted Stock . To secure the availability for
delivery of the Grantee’s Restricted Stock, the shares shall
be held in electronic form in an account by the Company’s
transfer agent or other designee until the Restricted Period (as
defined below) has lapsed with respect to the shares of Restricted
Stock, or until such time as this Agreement no longer is in effect.
In the event the Plan Administrator elects not to hold the shares
in electronic form, the Grantee hereby appoints the Secretary of
the Company, or any other person designated by the Company as
escrow agent, as its attorney-in-fact to assign and transfer unto
the Company such Restricted Stock, if any, forfeited by the Grantee
pursuant to Section 5 below and shall, upon execution of this
Agreement, deliver and deposit with the Secretary of the Company,
or such other person designated by the Company, the share
certificates representing the Restricted Stock, together with the
stock assignment provided by the Company duly endorsed in blank.
The Restricted Stock and
stock assignment shall be held by the Secretary in escrow until
the Restricted Period (as defined below) has lapsed with respect to
the shares of Restricted Stock, or until such time as this
Agreement no longer is in effect.
2. Restrictions and
Restricted Period .
a.
Restrictions . Shares of Restricted Stock granted hereunder
may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of and shall be subject to a risk of forfeiture
as described in Section 5 below until the lapse of the
Restricted Period (as defined below).
b.
Restricted Period . Subject to Section 3 and
Section 5 of this Agreement, with regard to the ___shares of
Restricted Stock granted pursuant to Section 1.a, such shares
shall be released from the Restrictions and shall become
non-forfeitable ratably, ___shares per year for ___years.
The period during which the
Restrictions are applicable to a share of Restricted Stock is
referred to herein as the "Restricted Period" with respect to such
Restricted Stock. Notwithstanding anything to the contrary, the
release of the shares of Restricted Stock hereunder shall be
conditioned upon Grantee’s making adequate provision for
federal, state or other tax withholding obligations, if any, which
arise upon the release of the shares from the Restrictions (or at
the time a Section 83(b) election is made), whether by withholding
of shares of Common Stock, direct payment to the Company, or
otherwise.
3. Change in
Control . Upon Grantee’s termination of employment by the
Company other than for Cause, death or Disability (Employee’s
incapacity due to physical or mental illness), or by Grantee with
Good Reason, in connection with or within ___months following the
consummation of a Change in Control (as defined in the Amended and
Restated Company Executive Severance Plan, effective June 3,
2004), all unvested Restricted Stock granted hereunder shall become
immediately vested and such shares shall be released from the
Restrictions.
For purposes of this
Agreement, "Cause" shall mean (1) the willful and continued
failure by Employee to substantially perform his duties with the
Company (other than by reason of the Employee’s physical or
mental incapacity) after written notice of such failure is given to
Employee by the Company), (2) the willful engaging by Employee
in misconduct with regard to the Company or in the performance of
his duties (including, but not limited to a material violation of
any material policies or procedures of the Company) that is
demonstrably and materially injurious to the Company, monetarily or
otherwise, (3) Employee’s conviction of, or entry of a
plea of guilty or nolo contendere to, a felony or other crime
involving moral turpitude, (4) the commission by Employee of
any act of theft, embezzlement or fraud in connection with his
employment with the Company, (5) Employee’s material
breach of any of the material terms of this Agreement or any other
material agreement that he now has or later has with the Company
and/or
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any of its subsidiaries or affiliates, which breach is not cured
within 15 days after the giving of written notice thereof or
is not capable of cure, and (6) Employee’s knowing
appropriation (or attempted appropriation) of a material business
opportunity of the Company, including attempting to secure or
securing from anyone other than the Company any personal profit
without the Company’s consent in connection with any
transaction entered into on behalf of the Company.
For purposes of this
Agreement, "Good Reason" shall mean (1) diminution in
Employee’s title; (2) material diminution in
Employee’s duties, power or authority that is not cured by
the Company within fifteen (15) days of the giving of written
notice thereof; (3) failure within fifteen (15) days after
written notice to pay Employee any amounts due; (4) relocation
of Employe
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