|
EXHIBIT 10.8
OAKLEY, INC.
1995 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK
AGREEMENT (this "Agreement"), dated as of the
day of
200 , is entered into by and between
Oakley, Inc., a Washington corporation (the "Company"), and
, a member of the Company’s Board of Directors (the
"Grantee" and together with the Company the "Parties"). Capitalized
terms used but not otherwise defined in this Agreement shall have
the respective meanings set forth in the Company’s 1995 Stock
Incentive Plan, as amended (the "Plan").
RECITALS
WHEREAS, on
, 200 (the "Date of Grant"), the Board
of Directors (the "Board") of the Company awarded the Grantee
shares of the Company’s Common Stock, par value $0.01
("Common Stock"), pursuant to, and subject to the terms and
provisions of the Plan.
NOW, THEREFORE, in
consideration of the Grantee’s past services actually
rendered to the Company, 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, 100% of the Restricted Stock
shall be released from the restrictions described in
Section 2.a (the "Restrictions") and shall become
non-forfeitable upon the earlier of (i) the date twelve
(12) months from the Date of Grant or (ii) the day immediately
preceding the first meeting of the Company’s shareholders at
which directors are to be elected that occurs after the Date of
Grant. 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 . Should a Change in Control occur during
Grantee’s period of Board service, the Restricted Stock shall
be released from the Restrictions and shall become non-forfeitable
immediately prior to the consummation of such Change in Control.
For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if:
(i) any
"person", as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Act") (other than
the Company; any trustee or other fiduciary holding securities
under an employee benefit plan of the Company; Jim Jannard, his
affiliates, spouse, widow, lineal descendants and heirs, devisees
and donees, and trusts created by Jim Jannard for the benefit of
such persons; or any company owned, directly or indirectly, by all
the shareholders of the Company in substantially the same
proportions as their ownership of the Company’s common stock
(each such person, and "Excluded Person") is or becomes after the
Date of Grant the "beneficial owner" (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the
Company (not including in the securities beneficially owned by such
person any securities acquired directly from the Company)
representing 25% or more of the combined voting power of the
Company’s then outstanding securities; or
2
(ii) during
any period of two consecutive years (not including any period prior
to the Date of Grant), individuals who at the beginning of such
period constitute the Board, and any new director (other than a
director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (i),
(iii) or (iv) of this subsection (a)) whose election by
the Board or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute at least a majority thereof; or
(iii) the
shareholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the survi
|
