Exhibit 10.12
RESTRICTED STOCK
AGREEMENT
RESTRICTED STOCK AGREEMENT, dated as of the
Grant Date specified on Schedule A hereto under the heading
“Grant Date”, by and between SIRVA, Inc., a Delaware
corporation (the “ Company ”), and the grantee
whose name appears on the signature page hereof (the “
Grantee ”).
W I T N
E S S E T H :
WHEREAS, to motivate key employees, consultants
and non-employee directors of the Company and the Subsidiaries by
providing them an ownership interest in the Company, the Board of
Directors (the “ Board ”) has established, and
the shareholders of the Company have approved, the SIRVA, Inc.
Amended and Restated Stock Incentive Plan, as the same may be
amended from time to time (the “ Plan ”);
and
WHEREAS, pursuant to the Plan, the Compensation
Committee of the Board has authorized the grant to the Grantee of
Restricted Stock (as defined below); and
WHEREAS, the Grantee and the Company desire to
enter into an agreement to evidence and confirm the grant of such
Restricted Stock on the terms and conditions set forth
herein.
NOW, THEREFORE, to evidence the Restricted
Stock so granted, and to set forth the terms and conditions
governing such Restricted Stock, the Company and the Grantee hereby
agree as follows:
1.
Grant of Restricted Stock . The Company hereby evidences and
confirms its grant to the Grantee, effective as of the date hereof
(the “ Grant Date ”), of the number of shares of
the common stock, par value $.01 per share, of the Company (each, a
“ Share ” and, collectively, the “
Shares ”) specified on Schedule A hereto under the
heading “Restricted Stock”. All Shares received by the
Grantee under this Agreement are subject to the restrictions
contained herein and are referred to herein as “
Restricted Stock .” This Agreement is
subordinate to, and the terms and conditions of the Restricted
Stock granted hereunder are subject to, the terms and conditions of
the Plan, which are incorporated by reference herein. If there is
any inconsistency between the terms hereof and the terms of the
Plan, the terms of the Plan shall govern. Any capitalized terms
used herein without definition shall have the meanings set forth in
the Plan.
2.
Vesting of Restricted Stock .
(a) Restricted Period . Except as
provided in Section 2(b)(i) or Section 6 hereof, the Restricted
Stock granted hereby may not be sold, assigned, transferred,
pledged, hypothecated or otherwise directly or indirectly
encumbered or disposed of until the end
of
the Restriction Period (the “ Restriction Period
”) set forth on the signature page hereof under the heading
“Restriction Period” or at such earlier date as such
restrictions shall otherwise lapse under the terms of this
Agreement or the Plan.
(b) Termination of Employment .
Notwithstanding anything contained in this Agreement to the
contrary, ( i ) subject to the provisions of Article X
of the Plan, if the Grantee’s employment is terminated due to
his death or Disability during the Restriction Period, the
Restriction Period shall terminate with respect to a pro rata
portion of the Shares underlying the Restricted Stock then held by
the Grantee based on the number of months the Grantee was employed
during the applicable Restriction Period, and the remaining
Restricted Stock for which the Restriction Period has not then
expired shall be forfeited and canceled as of the date of such
termination, and ( ii ) if the Grantee’s employment is
terminated for any other reason during the Restriction Period, any
Restricted Stock held by the Grantee for which the Restriction
Period has not then expired shall be forfeited and canceled as of
the date of such termination. Nothing in the Agreement shall be
deemed to confer on the Grantee any right to continue in the employ
of the Company or any Subsidiary, or to interfere with or limit in
any way the right of the Company or Subsidiary to terminate such
employment at any time.
(c) Committee Discretion .
Notwithstanding anything contained in this Agreement to the
contrary, the Committee, in its sole discretion, may accelerate the
expiration date of the Restriction Period with respect to any
Restricted Stock under this Agreement, at such times and upon such
terms and conditions as the Committee shall determine.
3.
Delivery of Restricted Stock .
(a) Stock Certificates; Share
Register . On or as soon as practicable after the Grant Date,
the Company shall either ( i ) issue one or more stock
certificates evidencing the grant of Restricted Stock to Grantee,
which shall be held by the Company until the expiration of the
Restriction Period, at which time the Shares shall be delivered to
the Grantee, or ( ii ) register the grant of Restricted
Stock in the name of the Grantee through a book entry credit in the
records of the Company’s transfer agent, which shall be
registered as restricted until the expiration of the Restriction
Period.
(b) Stock Powers . In the event
that the Company issues one or more stock certificates evidencing
the grant of Restricted Stock to the Grantee, the Grantee shall
deposit with the Secretary of the Company stock powers or other
instruments of transfer or assignment, duly endorsed in blank with
signature guaranteed, corresponding to each certificate for all
Shares until the expiration of the Restriction Period, at which
time the stock powers shall be returned to the Grantee.
2
4.
Grantee’s Representations, Warranties and Covenants
.
The
Grantee represents and warrants that the Restricted Stock has been,
and any Shares will be, acquired by the Grantee solely for the
Grantee’s own account for investment and not with a view to
or for sale in connection with any distribution thereof. The
Grantee further understands, acknowledges and agrees that the
Restricted Stock, and any Shares, may not be transferred, sold,
pledged, hypothecated or otherwise disposed of except to the extent
expressly permitted hereby and at all times in compliance with the
U.S. Securities Act of 1933, as amended, and the rules and
regulations of the Securities Exchange Commission thereunder, and
in compliance with applicable state securities or “blue
sky” laws and non-U.S. securities laws.
5.
Grantee’s Rights with Respect to Restricted Stock
.
(a) Restrictions on
Transferability . During the Restriction Period, the Restricted
Stock granted hereby is not assignable or transferable, in whole or
in part, and may not, directly or indirectly, be offered,
transferred, sold, pledged, assigned, alienated, hypothecated or
otherwise disposed of or encumbered (including without limitation
by gift, operation of law or otherwise) other than by will or by
the laws of descent and distribution to the estate of the Grantee
upon the Grantee’s death; provided that the deceased
Grantee’s beneficiary or representative of the
Grantee’s estate shall acknowledge and agree in writing, in a
form reasonably acceptable to the Company, to be bound by the
provisions of this Agreement and the Plan as if such beneficiary or
the estate were the Grantee.
(b) Rights as Stockholder . Except
as otherwise provided in this Agreement or the Plan, Grantee shall
have, with respect to all Restricted Stock, the right to vote such
Restricted Stock and the right to receive cash and other dividends,
if any, as may be declared on the Restricted Stock from time to
time, but shall otherwise enjoy none of the rights of a stockholder
unless and until the expiration of the Restriction Period with
respect to such Restricted Stock. Any securities issued to or
received by the Grantee with respect to Restricted Stock as a
result of a stock split, a dividend payable in capital stock or
other securities, a combination of shares or any other change or
exchange of the Restricted Stock for other securities, by
reclassification, reorganization, distribution, liquidation,
merger, consolidation, or otherwise, shall have the same status and
bear the same legend as the Restricted Stock and shall be held by
the Company if the Restricted Stock is being so held, unless
otherwise determined by the Committee.
(c) Legend . Any certificate
evidencing the Restricted Stock and any book entry credit shall
reflect the fol
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