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RESTRICTED STOCK AGREEMENT

Shareholder Agreement

RESTRICTED STOCK AGREEMENT | Document Parties: SIRVA INC You are currently viewing:
This Shareholder Agreement involves

SIRVA INC

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Title: RESTRICTED STOCK AGREEMENT
Governing Law: New York     Date: 11/9/2007
Industry: Trucking     Sector: Transportation

RESTRICTED STOCK AGREEMENT, Parties: sirva inc
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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.

 

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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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