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Exhibit 10.9
G EN T
EK I NC
.
PERFORMANCE CONTINGENT RESTRICTED STOCK AGREEMENT
THIS PERFORMANCE CONTINGENT RESTRICTED STOCK
AGREEMENT (the “
Agreement ”) between GenTek Inc., a Delaware corporation (the
“ Company ”), and «FirstName»
«LastName» (the “ Participant ”)
effective as of May 24, 2007 (the “ Grant Date ”).
WITNESSETH:
WHEREAS , the
Company maintains the 2003 Management and Directors Incentive Plan
(the “ Plan
”) in order to attract and retain quality
management personnel and provide its officers and other key
employees with incentives to achieve long-term corporate
objectives;
WHEREAS , the
Participant is an officer or other key employee of the Company with
responsibility for the management or administration of the
Company’s business;
WHEREAS , the
Company’s Board of Directors has determined to grant
Restricted Stock under the Plan to the Participant on the terms and
conditions set forth below.
NOW, THEREFORE , in consideration of the various covenants and agreements
herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1.
Definitions .
Capitalized terms used in this Agreement, which
are not defined herein, shall have the meaning given such terms in
the Plan.
2.
Award .
The Company hereby grants to the Participant at
no cost a total of < > shares of Company common
stock, with no par value per share (the “
Restricted Stock ”), subject to the terms, restrictions and other
conditions of this Agreement and the Plan.
3.
Stock Certificates/Book Entry Form
.
The Company shall cause (i) the Restricted Stock
to be issued and a stock certificate or certificates representing
the Restricted Stock to be registered in the name of the
Participant, or (ii) the Restricted Stock to be held in book entry
form or in such other format as determined by the Committee, in
either case promptly following execution of this Agreement. If a
stock certificate is issued, it shall be delivered to, and held in
custody by, the Company until the applicable restrictions lapse at
the times specified in Section 5 below or such Restricted Stock is
forfeited pursuant to this Agreement.
4. Restrictions.
While the Restricted Stock is held by the
Participant, the Participant shall have all rights and privileges
of a stockholder of the Company with respect to the Restricted
Stock, including voting rights and the right to receive dividends
paid with respect to such shares, except that no Restricted Stock
or any interest or right therein or part thereof shall be liable
for the debts, contracts or engagements of the Participant or
his/her successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, hypothecation,
encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), any attempted
disposition thereof shall be null and void and of no effect;
provided however , that this Section 4
shall not prevent transfers by will or by the applicable laws of
descent and distribution.
5.
Lapse of Restrictions .
(a) Vesting
Schedule . The restrictions set forth
in Section 4 on the shares of Restricted Stock shall lapse, and the
shares of Restricted Stock shall vest upon satisfaction of the
following, as reasonably determined by the Committee:
(i) All restrictions on 33% of
the shares of Restricted Stock
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