Exhibit 10-5
RESTRICTED STOCK AWARD AGREEMENT
Pursuant to the
LEXINGTON PRECISION CORPORATION
2005 STOCK AWARD PLAN
Name of
Participant: Joseph A. Pardo
Date of
Grant: October 9, 2007
Number
of Shares: 10,000
Value of
each Share on Date of Grant: $.70
This
RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as
of October 9, 2007, is made between Lexington Precision
Corporation, a Delaware corporation (the “Company”) and
the above-named individual (the “Participant”) to
record the granting of Restricted Stock on October 9, 2007
(the “Date of Grant”) to the Participant pursuant to
the Lexington Precision Corporation 2005 Stock Award Plan (the
“Plan”).
The
Company and the Participant hereby agree as follows:
1.
Grant of Shares . The Company hereby grants to the
Participant, as of the Date of Grant, subject to and in accordance
with the terms and conditions of the Plan and this Agreement,
10,000 shares of the Company’s Common Stock, par value $0.25
per share (the “Common Stock”). The grant of shares of
Common Stock to the Participant, evidenced by this Agreement, is an
award of Restricted Stock (as defined in the Plan) and such shares
of Restricted Stock are referred to herein as the
“Shares”.
2.
Vesting of Shares . Ownership of the Shares shall vest
pursuant to the following vesting schedule, provided, in each case,
any additional conditions and performance goals set forth in
Schedule I have been satisfied and the Participant is
still serving as a director of the Company:
| |
|
|
|
Anniversary of Date
of Grant
|
|
Shares Vested |
|
|
|
|
|
October 9,
2008
|
|
2,000
|
| |
|
October 9,
2009
|
|
2,000
|
| |
|
October 9,
2010
|
|
2,000
|
| |
|
October 9,
2011
|
|
2,000
|
| |
|
October 9,
2012
|
|
2,000
|
- 2 -
The foregoing vesting schedule
notwithstanding, if (i) the service of the Participant as a
director of the Company terminates by reason of the
Participant’s Disability or death or (ii) there shall
occur (x) a Change in Control, (y) a merger or
consolidation of the Company with or into another corporation or
other entity as a result of which persons and entities who,
immediately prior to the consummation thereof, beneficially owned a
majority of the voting stock of the corporation no longer
beneficially own such a majority immediately following the
consummation thereof, or (z) a sale of all or substantially
all of the assets of the Company in a single transaction or series
of related transactions or (iii) persons who were directors of
the Company on the date hereof cease to constitute at least a
majority of the members of the Company’s Board of Directors
(provided that, for purposes of this clause (iii) any person
who becomes a member of the Company’s Board of Directors
after the date hereof whose election, appointment or nomination for
election or appointment thereto was approved by the vote of at
least a majority of the then incumbent Board of Directors shall be
considered a member of the Board of Directors on the date hereof),
all Shares or portions thereof not yet vested shall become
immediately vested.
3.
Forfeiture . If the Shares have not vested in accordance
with the vesting criteria set forth in Section 2 and the
Participant’s service as a director of the Company terminates
for any reason, the Shares (and any dividends or other
distributions related to such Shares) shall be forfeited to the
Company.
4.
Legend . Each share certificate representing the Shares
shall bear a legend indicating that such Shares are
“Restricted Stock” and are subject to the
