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EXHIBIT 10.91
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made
and
entered into as of the 16th day of
December, 2005 by and between CHROMCRAFT
REVINGTON, INC. (the "Company"), a Delaware
corporation, and BENJAMIN M.
ANDERSON-RAY (the "Executive"), an employee
of the Company,
WITNESSETH:
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WHEREAS, the Company and the Executive are parties to an
employment
agreement dated June 22, 2005 (the
"Employment Agreement"); and
WHEREAS, Section 3(c) of the Employment Agreement provides for
the
award to the Executive of Forty-Two
Thousand (42,000) shares of restricted
common stock of the Company under the
Company's Long Term Executive Incentive
Plan as approved by stockholders in 2002
(the "LTIP"); and
WHEREAS, inasmuch as the LTIP does not currently authorize the
award of
restricted common stock, the Company and
the Executive have agreed that the
Company shall grant and award restricted
common stock to the Executive separate
from, and in lieu of an award under, the
LTIP.
NOW, THEREFORE, in consideration of the foregoing premises, the
respective covenants, agreements and
obligations contained herein, and other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive
hereby agree as follows:
1. Award of Stock. Subject to the terms and conditions of this
Agreement, the Company hereby grants and
awards to the Executive Forty-Two
Thousand (42,000) shares of common stock of
the Company, which shall be
restricted as set forth in this Agreement
(the "Restricted Stock").
2. Grant Date. The grant date of the award of the Restricted Stock
is
December 16, 2005.
3. Vesting of Restricted Stock. Notwithstanding anything to the
contrary contained in the Employment
Agreement, the Executive shall become
vested in the number of shares of
Restricted Stock on the dates specified in the
table set forth below so long as he is
employed by the Company pursuant to the
Employment Agreement on the applicable
vesting date. There shall be no other
conditions or performance factors or goals
that must be satisfied in order for
the shares of Restricted Stock to become
vested. In the event that the Executive
is not so employed by the Company on any
vesting date, all unvested shares of
Restricted Stock shall immediately be
forfeited by the Executive and revert back
to the Company, and the Executive shall
have no rights with respect to such
shares.
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Number of Shares
Date of Vesting
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14,000
December 31, 2005
14,000
December 31, 2006
14,000
December 31, 2007
4. Dividend, Voting and Other Rights. Notwithstanding anything to
the
contrary contained in the Employment
Agreement, prior to the respective dates on
which shares of Restricted Stock shall
become vested as provided in this
Agreement, the Executive shall be entitled
to (a) receive all dividends and
distributions, if any, paid with respect to
the shares of Restricted Stock, (b)
exercise all voting rights with respect to
the shares of Restricted Stock, and
(c) exercise and possess all other rights
and attributes of ownership of the
shares of Restricted Stock to the same
extent as if he is the owner thereof,
other than as provided in this
Agreement.
5. Certain Representations and Agreements. The Executive hereby
understands and agrees that (a) none of the
shares of Restricted Stock have been
registered or qualified under any federal
or state securities laws and are being
issued by the Company in reliance upon
certain exemptions from registration or
qualification under such laws, (b) because
the shares of Restricted Stock have
not been registered or qualified under any
federal or state securities laws,
such shares are subject to restrictions
imposed by such laws on resale and
subsequent transfer in addition to the
restrictions set forth in this Agreement,
(c) because the Executive may be deemed to
be an affiliate of the Company under
the federal securities laws, the shares of
Restricted Stock may be subject to
additional restrictions imposed by
applicable law on resale and subsequent
transfer in addition to the restrictions
set forth in this Agreement, and (d) he
is (and his heirs, executors,
administrators and representatives are) bound by,
and the shares of Restricted Stock are
subject to, the terms, conditions and
restrictions set forth in this Agreement,
the Company's Certificate of
Incorporation and applicable law.
The Executive hereby represents and warrants to the Company as
follows:
(a) The Executive is a member of the Company's Board of
Directors
and is the Company's Chairman of the Board
and Chief Executive Officer;
(b) No representations, promises or commitments have been made
to
the Executive concerning the amount of
dividends or distributions, the
percentage of profit or the return on
investment, if any, that he might expect
to receive as a result owning the shares of
Restricted Stock, nor have any
representations, promises or commitments
been made to the Executive relating to
any repurchase by the Company of shares of
Restricted Stock upon vesting; and
(c)
The shares of Restricted Stock shall be held by him for his own
account and not for another person and not
with a view to resale, distribution,
subdivision or fractionalization of such
shares.
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6. Non-transferability. Until the shares of Restricted Stock
shall
become vested as provided in this
Agreement, such unvested shares (a) cannot be
sold, transferred, assigned, margined,
encumbered, bequeathed, gifted,
alienated, hypothecated, pledged or
otherwise disposed of, nor can a lien,
security interest or option be placed
thereon, whether by operation of law,
whether voluntarily or involuntarily, or
otherwise, and (b) are not subject to
execution, attachment or similar process or
otherwise available to the creditors
of the Executive. Any attempted or
purported act in breach of or contrary to
this Section 6 shall be null and void and
of no force or effect whatsoever.
7. Issuance of Shares. Promptly following the execution of this
Agreement, the Company shall issue (or
purchase in the open market or in a
privately-negotiated transaction) the
shares of Restricted Stock and thereafter
maintain such shares in book-entry form in
the name of the Executive, and such
shares shall be outstanding for all
corporate purposes. Until such time as
shares of Restricted Stock shall become
vested as provided in this Agreement,
the Company shall not issue any certificate
representing unvested shares in the
name or for the benefit of t
