Exhibit 10.71
MAXXAM INC.
RESTRICTED STOCK
AGREEMENT
Restricted Stock Agreement (the "Agreement")
effective as of December 13, 1999, between MAXXAM Inc., a Delaware
corporation (the "Company"), and Charles E. Hurwitz (the
"Participant").
The Company maintains the MAXXAM 1994 Omnibus
Employee Incentive Plan (the "Plan"), which is incorporated into
and forms a part of this Agreement, and the Participant has been
selected by the 162(m) Compensation Committee (the "Committee") of
the Board of Directors (the "Board") of the Company to receive a
Restricted Stock award (the "Award") based on the Participant's
performance.
The Award shall be subject to the terms and
conditions of the Plan and those set forth below, including the
continued employment of the Participant with the
Company.
In consideration of the Award, the Participant
is willing to accept the Award provided in this Agreement and is
willing to abide by the obligations imposed under this Agreement
and the Plan.
In consideration of the premises and the mutual
agreements set forth below, the parties hereto agree as
follows:
1. Grant
of Award. The Company hereby grants to the Participant a
total of 256,808 shares of common stock, par value $.50 per share,
of the Company (the "Stock"), subject to the restrictions described
below. This Award is made as of the date first set forth above (the
"Grant Date"). Within 90 days of the Grant Date, a stock
certificate representing the number of shares of Stock awarded to
the Participant pursuant to this Agreement shall be delivered to
the Participant.
2. Lapse
of Restricted Period. The period during which the Stock
is subject to forfeiture and restrictions on transferability, each
as described herein (the "Restricted Period"), shall commence on
the Grant Date and shall lapse with respect to the Stock on the
earlier of: (a) the 15th anniversary of the Grant Date, (b) the
death of the Participant or (c) the permanent and total disability
of the Participant. The Restricted Period shall not lapse under any
other circumstances, including upon a change in control of the
Company or the sale, lease, transfer, conveyance or other
disposition, in one or a series of related transactions, of all or
substantially all of the assets of the Company or the merger,
consolidation, reorganization, liquidation or dissolution of the
Company.
3. Rights
as a Shareholder. Except for the restrictions set forth
herein, the Participant shall have all the rights of a shareholder
with respect to Stock, including, without limitation, the right to
vote the Stock.
4. Nontransferability. No
shares of the Stock may be assigned, sold, transferred, pledged,
hypothecated or otherwise encumbered by the Participant during the
Restricted Period, except as hereinafter provided.
5. Restrictive
Legend. Any certificate issued to the Participant in
respect of shares of the Stock shall be registered in the name of
the Participant and shall bear the following (or similar)
legend:
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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE "CONTROL" SECURITIES
BECAUSE OF THE POSITION THE HOLDER HAS WITH THE COMPANY AS AN
AFFILIATE. AS SUCH, THEY MAY NOT BE OFFERED OR SOLD, AND NO
TRANSFER OF THEM MAY BE MADE, UNLESS (1) THEY ARE SOLD IN
COMPLIANCE WITH RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED,
OR (2) THE HOLDER IS NO LONGER AN AFFILIATE OF THE COMPANY.
FURTHER, THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED UNDER THE TERMS OF THE MAXXAM 1994
OMNIBUS EMPLOYEE INCENTIVE PLAN. A COPY OF SUCH PLAN WILL BE
FURNISHED TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST
TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED
OFFICE."
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6. Death,
Disability or Termination of Employment. If the
Participant ceases to be in the employ of the Company at any time
during the Restricted Period by reason of death or permanent
disability, the Restricted Period covering all shares of the Stock
shall immediately lapse. If the Participant ceases to be in the
employ of the Company at any time during the Restricted Period for
any reason other than his death or permanent disability, all shares
of the Stock shall revert back to the Company, effective on the
date of such termination.
7. Issuance
of New Certificates. Upon the lapse of the Restricted
Period with respect to any shares of the Stock, such shares shall
no longer be subject to the restrictions imposed under this
Agreement, and the Company shall issue or have issued new share
certificates without the legend described in Section 5 of this
Agreement in exchange for those previously issued.
8. Taxes. The
Company is authorized to withhold from any payment relating to the
Stock, or any other payment to the
