FORM OF
OXFORD INDUSTRIES, INC.
RESTRICTED STOCK AGREEMENT
This Agreement
(this “ Agreement ”) is entered into as of
June 16, 2009, by and between _______________ (“
Participant ”) and Oxford Industries, Inc., a Georgia
corporation (“ Oxford ”), pursuant to the Oxford
Industries, Inc. Long-Term Stock Incentive Plan (the “
Plan ”). All capitalized terms have the meanings set
forth in the Plan unless otherwise specifically provided
herein.
WHEREAS,
Participant is presently employed by Oxford or a Subsidiary in a
key management capacity; and
WHEREAS, the
Committee desires to assure, and has determined that it is
appropriate and in the best interests of Oxford and its
shareholders to assure, the retention and continued attention and
dedication of certain key management employees to Oxford and/or its
Subsidiaries; and
WHEREAS, the
Committee has granted to Participant shares of restricted common
stock, par value $1.00 per share, of Oxford, subject to the terms
and conditions of this Agreement, in order to incent Participant to
remain as an employee of Oxford or a Subsidiary and to further
align the interests of the shareholders of Oxford and its key
management employees, such as Participant, by increasing the
opportunities for certain key management employees to become
shareholders of Oxford.
NOW THEREFORE, in
consideration of the foregoing, and of the mutual covenants and
agreements of the parties set forth in this Agreement, and of other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
|
1.
|
|
Award of Restricted Stock
. Pursuant to the Plan,
on _________ ______, 2009 (the “ Grant Date ”),
Oxford has granted (the “ Award ”) to
Participant ____________ shares of restricted common stock, par
value $1.00 per share, of Oxford (the “ Restricted
Stock ”), subject to the terms and conditions of this
Agreement and of the Plan.
|
|
2.
|
|
Restrictions . Except as provided in this
Agreement, the shares of Restricted Stock are not transferable and
are subject to a substantial risk of forfeiture. Without limitation
of the foregoing, no shares of Restricted Stock (unless Vested (as
hereinafter defined) pursuant to Section 3 below) may be
anticipated, alienated, encumbered, sold, pledged, assigned,
transferred or subjected to any charge or legal process, and any
sale, pledge, assignment or other attempted transfer shall be null
and void.
|
|
3.
|
|
Vesting . Participant’s interest in
the shares of Restricted Stock shall become transferable and
non-forfeitable (“ Vested ”) as
follows:
|
|
|
|
|
|
Amount of
Award Vested
|
|
Vesting Date
|
|
|
|
April 30, 2013
|
|
|
|
Notwithstanding the foregoing, any
shares of Restricted Stock that have not Vested or been forfeited
shall become Vested as of the date of a Change of Control (as
hereinafter defined).
|
|
|
|
|
|
4.
|
|
Forfeiture . Upon the termination of
Participant’s employment with Oxford or a Subsidiary, any and
all shares of Restricted Stock that have not then become Vested
pursuant to Section 3 above shall lapse and be forfeited and
canceled (and Participant shall receive no consideration from
Oxford on account of such forfeiture), unless the Committee waives
this forfeiture condition at the time such employment is
terminated, as evidenced by a written waiver adopted by the
Committee.
|
|
|
|
|
|
5.
|
|
Voting and Dividend
Rights .
Except as otherwise specifically provided in this Agreement or the
Plan, Participant shall have all the rights of a shareholder with
respect to the Restricted Stock, including without limitation the
right to vote the Restricted Stock and the right to receive any
dividends and other distributions with respect thereto.
|
|
6.
|
|
Custody of Certificates
. Custody of all stock
certificates evidencing the shares of Restricted Stock shall be
retained by Oxford, or its designated agent, for so long as such
shares are not vested. Oxford shall place a legend on each
certificate evidencing a share of Restricted Stock restricting the
transfer of such shares. As soon as practicable after shares of
Restricted Stock become Vested, Oxford shall remove the restrictive
legend and deliver to Participant one or more stock certificates
evidencing such shares.
|
|
|
|
|
|
7.
|
|
Stock Power . Participant hereby agrees that, at
any time upon Oxford’s request, Participant shall deliver to
Oxford a stock power, endorsed in blank, with respect to the
&nb
|
|
