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Exhibit
10.13
ZEP INC.
LONG-TERM INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS AGREEMENT, made and
entered into as of
by and between Zep Inc., a Delaware Corporation, (the
“Company”) and
(“Grantee”).
W • I • T
• N • E • S • S • E • T •
H T • H • A •
T:
WHEREAS, the Company
maintains the Zep Inc. Long-Term Incentive Plan (the
“Plan”), and Grantee has been selected by the Committee
to receive a Restricted Stock Award under the Plan;
NOW, THEREFORE, IT IS AGREED,
by and between the Company and Grantee, as follows:
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1. |
Award of Restricted Stock |
1.1 The Company hereby grants
to Grantee an award of
Shares of restricted stock (“Restricted Stock”),
subject to, and in accordance with, the restrictions, terms, and
conditions set forth in this Agreement. The grant date of this
award of Restricted Stock is
(the “Grant Date”).
1.2 This Agreement (including
any appendices or exhibits) shall be construed in accordance with,
and subject to, the provisions of the Plan (the provisions of which
are incorporated herein by reference) and, except as otherwise
expressly set forth herein, the capitalized terms used in this
Agreement shall have the same definitions as set forth in the
Plan.
2.1 Subject to Sections 2.3,
2.4, and 2.5 below, if the Grantee remains employed by the Company,
the Restricted Stock shall vest as follows (each such date on which
the Restricted Stock vests is hereinafter referred to as a
“Vesting Date”):
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Number
of Shares
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Vesting
Date
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For purposes of this Agreement,
employment with a Subsidiary of the Company or service as a member
of the Board of Directors of the Company shall be considered
employment with the Company.
2.2 Except as otherwise
provided below, on each Vesting Date, Grantee shall own the Vested
Shares of Restricted Stock free and clear of all restrictions
imposed by this Agreement (except those imposed by Section 3.4
below). The Company shall transfer the Vested Shares of Restricted
Stock to an unrestricted account in the name of the Grantee as soon
as practical after each Vesting Date.
2.3 In the event, prior to
the Vesting Date, (i) Grantee dies while actively employed by
the Company, or (ii) Grantee has his employment terminated by
reason of Disability, any Restricted Stock shall become fully
vested and nonforfeitable as of the date of Grantee’s death
or Disability. The Company shall transfer the Shares of Restricted
Stock, free and clear of any restrictions imposed by this Agreement
(except for Section 3.4) to Grantee (or, in the event of
death, his surviving spouse or, if none, to his estate) as soon as
practical after his date of death or termination for
Disability.
2.4 Except for death or
Disability as provided in Section 2.3, or except as otherwise
provided in a severance agreement, employment agreement or similar
agreement with Grantee, if Grantee terminates his employment or if
the Company terminates Grantee prior to the Vesting Date, the
Restricted Stock shall cease to vest further, the unvested Shares
of Restricted Stock shall be immediately forfeited, and Grantee
shall only be entitled to the Restricted Stock that has vested as
of his date of termination.
2.5 Notwithstanding the other
provisions of this Agreement, in the event of a Change in Control
prior to the Vesting Date, all Shares of Restricted Stock shall
become fully vested and nonforfeitable as of the date of the Change
in Control. The Company shall transfer the Shares of Restricted
Stock that become vested pursuant to this Section 2.5 to an
unrestricted account in the name of Grantee as soon as practical
after the date of the Change in Control.
2.6 The Restricted Stock may
not be sold, assigned, transferred, pledged, or otherwise
encumbered prior to the date Grantee becomes vested in the
Restricted Stock.
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