Exhibit 10(p)
RICHARDSON ELECTRONICS,
LTD.
EMPLOYEES’ INCENTIVE
COMPENSATION PLAN AGREEMENT
RESTRICTED STOCK
AWARD
AGREEMENT NO. RSA-
-
THIS RESTRICTED STOCK AWARD
AGREEMENT (the “Agreement” or the “Stock
Award”) made and entered into as of the
th day of
, (the
“Grant Date”), by and between Richardson Electronics,
Ltd., a Delaware corporation (the “Company”), and
(the “Grantee”) under and pursuant to the
Employees’ Incentive Compensation Plan (the
“Plan”).
Except where the context otherwise
requires, all capitalized terms which are not defined herein shall
have the meaning set forth in the Plan.
The parties agree as
follows:
1. Grant of Stock Award . In
consideration of the services to be rendered to the Company (or its
Subsidiaries) by the Grantee and upon the determination made by the
Stock Option Committee of the Board of Directors of the Company
that the Grantee is a key employee, the Company hereby grants to
the Grantee
shares of the Common Stock, $.05 par value, of the Company (the
“Shares”), upon and subject to the terms and conditions
set forth herein, including, without limitation, the vesting
schedule set forth in Section 3 below.
2. Acknowledgment by Grantee
. The Grantee hereby acknowledges:
(a) that he has had an opportunity
to review a copy of the Plan and has received and has had the
opportunity to review a copy of the Company’s
“Employees’ Incentive Compensation Plan” and
copies of any 10-K’s and 8-K’s of the Company filed
subsequent to the date of the Summary of the Plan and, Annual
Reports, Proxy Statements and other communications distributed to
stockholders of the Company subsequent to the date of the Summary
of the Plan; and
(b) that any questions pertaining to
the Plan and to the Shares have been answered by the Company to his
or her satisfaction; and
(c) that he understands that the
Plan is incorporated herein by reference and is made a part of this
Agreement as if fully set forth herein; and
(d) that the Plan shall control in
the event that there is any conflict between the Plan and this
Agreement, and on such matters as are not contained in this
Agreement.
3. Vesting of Stock Awards
.
(a) This Stock Award shall
vest:
(b) Notwithstanding the foregoing
vesting schedule, in the event that the Grantee’s employment
with the Company terminates as a result of his (a) death,
(b) disability, (c) retirement after both attaining the
age of 65 years and having been employed by the Company for 15
years or more. Further, upon termination of Grantee’s
employment with the Company in any other event, without the Company
giving notice to the Grantee that the Award and all Shares still
subject to the Award and unvested pursuant to the schedule set
forth above are vested, the Grantee’s Stock Award with
respect to all unvested Shares shall be forfeited and the Grantee
shall have no rights with respect to such Award or Shares. For
purposes of this Agreement a transfer of employment between the
Company and any Subsidiary or among Subsidiaries, shall not be
deemed a termination of employment.
(c) Anything to the contrary
notwithstanding, the Compensation/Stock Option Committee of the
Board of Directors of the Company shall have the right, in its sole
discretion, to forfeit the Grantee’s right to all or any
portion of the non-vested Shares (as determined pursuant to the
schedule set forth in paragraph (a) above) if it determines
that the Grantee is not satisfactorily performing the duties which
were assigned to the Grantee on the Grant Date or duties of at
least equal responsibility. In the event that the Stock Option
Committee makes such determination, a written notice of forfeiture,
which shall specify the reason for forfeiting the Stock Award
granted hereunder to the extent that it is not vested, shall be
sent to the Grantee at the Grantee’s most recent place of
residence as indicated in the Company’s personnel
records.
4. Stock Certificates
.
(a) Upon grant of a Stock Award, the
Company will cause a certificate or certificates representing the
Shares to be registered in the name of the Grantee. Such
certificate(s) shall bear the following legend:
“The shares represented by
this certificate have been issued pursuant to the terms of a
Restricted Stock Award made under the Employees’ Incentive
Compensation Plan and may not be sold, assigned
