|
Exhibit 10.39
X-RITE, INCORPORATED
RESTRICTED STOCK AGREEMENT
UNDER THE
X-RITE, INCORPORATED
2006 OMNIBUS LONG TERM INCENTIVE PLAN
| |
|
|
|
Number of Shares Awarded:
|
1. Terms . All of the defined terms
contained in this Agreement shall have the same meaning as is set
forth in the X-Rite, Incorporated 2006 Omnibus Long Term Incentive
Plan (the "Plan"), and this Agreement is subject to the terms and
provisions of that Plan, as amended from time to time. If any
inconsistency exists between the provisions of this Agreement and
the Plan, the Plan shall govern.
2. Stock Grant . Effective as of the Grant Date,
the Grantee has been awarded a restricted stock grant for that
number of Shares of the Company’s common stock shown above
(the "Shares Awarded"). In no event shall the total number of
Shares subject to an award in any calendar year for any individual
Grantee under the Plan exceed 125,000. In no event shall the total
number of Shares subject to a Restricted Stock award or Restricted
Stock Units award in any calendar year for all Grantees under the
Plan exceed 200,000.
3. Restriction . Between the date hereof and the
release dates shown above, the Shares Awarded shall be subject to
the restriction placed on the certificates issued to the Grantee
representing the Shares.
4. Forfeiture . In the event the employment
relationship between the Company and Grantee terminates during the
Restriction Period due to the Grantee’s retirement at age
sixty (60) or greater, death, or disability, the restrictions
shall be deemed to have lapsed with respect to that portion of the
Shares which is proportional to the amount of the Restriction
Period which has expired, and if the employment relationship
terminates for any other reason, the Committee administering the
Plan shall determine the extent to which the restrictions shall
have lapsed, if any. "Disability" means a physical or mental
infirmity which impairs the Grantee’s ability to
substantially perform Grantee’s duties of the Grantee’s
regular occupation with the Company, which continues for a period
of at least one hundred and eighty (180) consecutive days. In
the event of a dissolution or liquidation of the Company, or a
merger or consolidation involving the
Company where the Company is not the surviving
corporation, the restrictions shall be deemed to have lapsed with
respect to all Shares. The Grantee’s rights with respect to
those Shares which are not covered by la
| 
