CCE SPINCO, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED
STOCK AWARD AGREEMENT (the “Agreement”), made as of the
___ day of ___, 20___ (the “Grant Date”) by and between
CCE Spinco, Inc., a Delaware corporation (the
“Company”), and ___(the “Grantee”),
evidences the grant by the Company of an award of restricted stock
(the “Award”) to the Grantee on such date and the
Grantee’s acceptance of the Award in accordance with the
provisions of the CCE Spinco, Inc. 2005 Stock Incentive Plan (the
“Plan”). The Company and the Grantee agree as
follows:
1. Basis
for Award . This Award is made under the Plan pursuant to
Section 8 thereof for service rendered or to be rendered to
the Company by the Grantee, subject to all of the terms and
conditions of this Agreement, including, without limitation,
Section 4(b) hereof.
(a) The
Company hereby awards to the Grantee, in the aggregate, shares of
Restricted Stock (the “Restricted Stock”) which shall
be subject to the restrictions and conditions set forth in the Plan
and in this Agreement.
(b) Shares
of Restricted Stock shall be evidenced by book-entry registration
with the Company’s transfer agent, subject to such
stop-transfer orders and other terms deemed appropriate by the
Compensation Committee of the Company’s Board of Directors
(the “Committee”) to reflect the restrictions
applicable to such Award. Notwithstanding the foregoing, if any
certificate is issued in respect of shares of Restricted Stock at
the sole discretion of the Committee, such certificate shall be
registered in the name of Grantee and shall bear an appropriate
legend referring to the terms, conditions, and restrictions
applicable to such award, substantially in the following
form:
“THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD
AGREEMENT DATED AS OF ___, 20___, ENTERED INTO BETWEEN THE
REGISTERED OWNER AND CCE SPINCO, INC.”
If a
certificate is issued with respect to the Restricted Stock, the
Committee may require that the certificate evidencing such shares
be held in custody by the Company until the restrictions thereon
shall have lapsed and that the Grantee deliver a stock power,
endorsed in blank, relating to the Shares covered by such Award. At
the expiration of the restrictions, the Company shall instruct the
transfer agent to release the shares from the restrictions
applicable to such Award, subject to the terms of the Plan and
applicable law or, in the event that a certificate has
been
issued,
redeliver to the Grantee (or his legal representative, beneficiary
or heir) share certificates for the Shares deposited with it
without any legend except as otherwise provided by the Plan, this
Agreement or applicable law. During the period that the Grantee
holds the shares of Restricted Stock, the Grantee shall have the
right to receive dividends on and to vote the Restricted Stock
while it is subject to restriction; provided, however, that shares
of Common Stock distributed in connection with a stock split or
stock dividend, and other property distributed as a dividend, with
respect to the Restricted Stock shall be subject to the transfer
and forfeiture restrictions to the same extent as the Restricted
Stock. If the Award is forfeited in whole or in part, the Grantee
will assign, transfer, and deliver any evidence of the shares of
Restricted Stock to the Company and cooperate with the Company to
reflect such forfeiture.
(c) In
addition to the forfeiture restrictions set forth herein, prior to
vesting as provided in Sections 3 and 4(a) of this Agreement,
the shares of Restricted Stock may not be sold, assigned,
transferred, hypothecated, pledged or otherwise alienated
(collectively a “Transfer”) by the Grantee and any such
Transfer or attempted Transfer, whether voluntary or involuntary,
and if involuntary whether by process of law in any civil or
criminal suit, action or proceeding, whether in the nature of an
insolvency or bankruptcy proceeding or otherwise, shall be void and
of no effect.
3.
Vesting . Except as otherwise provided in this Agreement,
the restrictions described in Section 2 of this Agreement will
lapse with respect to 25% of the Restricted Stock on the third
anniversary of the Grant Date and as to an additional 25% of the
Restricted Stock on the fourth anniversary of the Grant Date and as
to an additional 50% of the Restricted Stock on the fifth
anniversary of the Grant Date (each a “Vesting Date”);
provided , that , the Grantee is still employed or
performing services for the Company on each such Vesting Date. In
the event of the Grantee’s termination of employment or
service prior to the date that all of the Restricted Stock is
vested, except as otherwise provided in this Agreement, all
Restricted Stock still subject to restriction shall be
forfeited.
(a) If
the Grantee’s termination of employment or service is due to
death and such death occurs prior to the date that all of the
Restricted Stock is vested, all restrictions will lapse with
respect to 100% of the Restricted Stock still subject to
restriction on the date of death.
(b) If
the Grantee’s termination of employment or service is due to
Disability (as defined herein) or Retirement (as defined herein)
and such Disability or Retirement, as the case may be, occurs prior
to the date that all of the Restricted Stock is vested, the Grantee
shall be treated, for purposes of this Agreement only, as if
his/her employment or service continued with the Company until the
date that all restrictions on the Restricted Stock have lapsed (the
“Extension Period”) and such Restricted Stock will vest
in accordance with the schedule set forth herein; provided ,
that , if the Grantee dies during the Extension Period and
the Restricted Stock has not been forfeited in accordance with
Section 4(b), all restrictions will lapse with respect to 100%
of the Restricted Stock still subject to restriction on the date of
death. “Disability” shall mean (i) if the
Grantee’s employment with the Company is subject to the terms
of an employment or other service agreement between such Grantee
and the Company, which agreement includes a definition of
“Disability”, the term “Disability” shall
have the meaning set forth in such agreement during the period that
such agreement remains in effect; and (ii) in all other cases,
the term “Disability” shall mean a physical or mental
infirmity which impairs the
2
Grantee’s
ability to perform substantially his or her duties for a period of
one hundred eighty (180) consecutive days.
“Retirement” shall mean the Grantee’s resignation
from the Company on or after the date on which the sum of his/her
(i) ful
|
