Exhibit 10.1
NBC HOLDINGS CORP.
2005 RESTRICTED STOCK PLAN
1.
PURPOSE
This Plan is intended to encourage ownership of Common Stock by
employees, consultants and directors of the
Company and its Affiliates and to
provide additional incentive for them to
remain employees of the Company and to
promote the success of the Company's
business.
2.
DEFINITIONS
As used in this
Plan, the following terms shall have the following
meanings:
2.1. AFFILIATE means any corporation, partnership, individual,
limited
liability company, business trust or other
entity controlling, controlled by or
under common control with the Company.
2.2. AWARD means any grant or sale of Restricted Stock.
2.3. AWARD AGREEMENT means any agreement or agreements between
the
Company and the recipient of an Award,
setting forth the terms and conditions of
the Award.
2.4. BOARD means the Company's Board of Directors.
2.5. COMMON STOCK or STOCK means common stock, par value $0.001
per
share, of the Company.
2.6. COMPANY means NBC Holdings Corp., a corporation organized
under the
laws of the State of Delaware.
2.7. PARTICIPANT means any holder of an outstanding Award under
the
Plan.
2.8. PERSON means an individual, corporation, partnership,
limited
partnership, limited liability company,
syndicate, person (including a "person"
as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934), trust,
association or entity or government,
political subdivision, agency or
instrumentality of a government.
2.9. PLAN means this 2005 Restricted Stock Plan of the Company,
as
amended from time to time, and including
any attachments or addenda hereto.
2.10. RESTRICTED STOCK means any shares of Common Stock granted or
sold
to a Participant under an Award that is
subject to a Risk of Forfeiture.
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2.11. RESTRICTION PERIOD means the period of time, established by
the
Board in connection with an Award of
Restricted Stock, during which the shares
of Restricted Stock are subject to a Risk
of Forfeiture described in the
applicable Award Agreement.
2.12. RISK OF FORFEITURE means a limitation on the right of the
Participant to retain Restricted Stock,
including a right in the Company to
reacquire the Shares at less than their
then fair market value, arising because
of the occurrence or non-occurrence of
specified events or conditions.
2.13. STOCKHOLDERS AGREEMENT means that certain Stockholders
Agreement,
dated as of March 4, 2004, by and among the
Company and the Stockholders of the
Company named therein, as amended and in
effect from time to time.
3. TERM OF
THE PLAN
Unless the Plan shall have been earlier terminated by the Board,
Awards
may be granted under this Plan at any time
in the period commencing on the date
of approval of the Plan by the Board and
ending immediately prior to the tenth
anniversary of the adoption of the Plan by
the Board. Awards granted pursuant to
the Plan within that period shall not
expire solely by reason of the termination
of the Plan.
4. STOCK
SUBJECT TO THE PLAN
At no time shall the number of shares of Common Stock issued
pursuant to
or subject to outstanding Awards granted
under the Plan exceed 4,200 shares of
Common Stock; SUBJECT, HOWEVER, to the
provisions of Section 8 of the Plan. For
purposes of applying the foregoing
limitation, if any Award of Restricted Stock
is forfeited by the recipient, the shares
forfeited by the recipient shall again
be available for Awards to be granted under
the Plan. Shares of Common Stock
issued pursuant to the Plan may be either
authorized but unissued shares or
shares held by the Company in its
treasury.
5.
ADMINISTRATION
The Plan shall be administered by the Board. Subject to the
provisions
of the Plan, the Board shall have complete
authority to interpret the Plan, to
prescribe, amend and rescind rules and
regulations relating to it, to determine
the terms and provisions of the respective
Award Agreements (which need not be
identical), and to make all other
determinations necessary or advisable for the
administration of the Plan. The Board's
determinations made in good faith on
matters referred to in the Plan shall be
final, binding and conclusive on all
persons having or claiming any interest
under the Plan or an Award made pursuant
hereto.
6.
AUTHORIZATION AND ELIGIBILITY
Awards may be granted under the Plan to employees, consultants
and
directors of the Company and its
Affiliates. Each grant of an Award shall be
subject to all applicable terms and
conditions of the Plan (including but not
limited to any specific terms and
conditions applicable to that type of Award
set out in the following Section), and such
other terms and conditions, not
inconsistent with the terms of the Plan, as
the Board may prescribe. No
prospective Participant shall have any
rights with respect to an Award or
otherwise under the Plan, unless and until
such Participant has executed an
agreement evidencing the Award, delivered a
fully executed copy thereof to the
Company, and otherwise complied with the
applicable terms and conditions of such
Award.
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7. SPECIFIC
TERMS OF AWARDS
7.1. RESTRICTED STOCK.
(a) PURCHASE PRICE. Shares of Restricted Stock shall be issued
under the Plan for such consideration, in
cash, other property or services, or
any combination thereof, as is determined
by the Board.
(b) ISSUANCE OF CERTIFICATES. Each Participant receiving a
Restricted Stock Award, subject to
subsection (c) below, shall be issued a stock
certificate in respect of such shares of
Restricted Stock. Such certificate
shall be registered in the name of such
Participant, and, if applicable, 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 shares represented
by
this certificate are subject to the terms and conditions of the
NBC
Holdings Corp. 2005 Restricted Stock Plan and an Award Agreement
entered
into by the registered owner and NBC Holdings Corp. Copies of such
Plan
and Agreement are on file in the offices of NBC Holdings Corp."
(c) ESCROW OF SHARES. The Board may require that the stock
certificates evidencing shares of
Restricted Stock be held in custody by a
designated escrow agent (which may but need
not be the Company or counsel to the
Company) until the restrictions thereon
shall have lapsed, and that the
Participant deliver a stock power, endorsed
in blank, relating to the Stock
covered by such Award.
(d)
RESTRICTIONS AND RESTRICTION PERIOD. During the Restriction
Period applicable to shares of Restricted
Stock, such shares shall be subject to
limitations on transferability and a Risk
of Forfeiture arising on the basis of
such conditions related to the performance
of services, Company or Affiliate
performance or otherwise as the Board may
determine and provide for in the
applicable Award Agreement. Any such Risk
of Forfeiture may be waived or
terminated, or the Restriction Period
shortened, at any time by the Board on
such basis as it deems appropriate.
(e) TERMINATION OF ASSOCIATION WITH THE COMPANY. Unless the
Board
shall provide otherwise for any Award of
Restricted Stock or unless otherwise
specified in the Award Agreement, upon
termination of a Participant's employment
or other association with the Company and
its Affiliates for any reason during
the Restriction Period, all shares of
Restricted Stock still subject to Risk of
Forfeiture shall be forfeited or otherwise
subject to return to or repurchase by
the Company on the terms specified in the
Award Agreement; PROVIDED, HOWEVER,
that military or sick leave or other bona
fide leave shall not be deemed a
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termination of employment or other
association, if it does not exceed the longer
of 90 days or, in the case of a Participant
who has an employment contract with
the Company or one of its Affiliates, the
period prior to the termination of
such Participant's employment under such
contract in connection with such leave
or in the case of a Participant that does
not have an employment contract with
the Company or one of its Affiliates, the
period during which the absent
Participant'
