Exhibit 10.24
Electromagnetic Sciences, Inc.
1992 Stock Incentive Plan
Restricted Stock Award
Restriction Agreement
with
John J. Farrell, Jr.
May 15, 1995
Dear Jack:
The ELMG 1992 Stock Incentive Plan (the "Plan") is intended
as an incentive to achieve the objectives of Electromagnetic
Sciences, Inc. (the "Company"), through employee participation in
the Company's success and growth. The Plan provides an
opportunity for eligible employees to acquire or increase their
proprietary interest in the Company, and, as to officers is
administered by the Compensation Committee of the Board of
Directors (the "Committee"). The Committee has selected you to
receive an award of Restricted stock (as defined in the Plan)
effective as of the close of business on May 15, 1995, and has
instructed me to prepare and enter into this Restriction
Agreement with you.
In consideration of the mutual covenants herein contained
and for other good and valuable consideration, the Company and
you as an employee of the Company do hereby agree as follows:
1. Grant of Shares. Pursuant to action of the Committee,
the Company has granted to you 6,000 shares of Restricted Stock
(the "Shares"). This award is in all respects made subject to
the terms and conditions of the Plan, a copy of which has been
provided to you. By signing and returning a copy of this
Agreement to the Secretary of the Company, you agree to all of
the terms and conditions of the Plan for yourself, any designated
beneficiary and your heirs, executors, administrators or personal
representative. Terms used in this Agreement which are defined
in the Plan shall have the meanings set forth in the Plan. In
the event of any conflict between the Plan and this Agreement,
the Plan shall control.
As soon as practicable following your execution of this
Agreement, a certificate or certificates representing the Shares
and bearing the legend described below in Section 6 will be
issued in your name. Upon issuance of the certificates
representing the Shares, you shall have all rights of a
stockholder with respect to the Shares, including the right to
vote and, subject to Section 10 of this Agreement, to receive all
dividends or other distributions paid or made with respect to the
Shares; provided, however, that the Shares (and any securities of
the Company which may be issued with respect to the Shares by
virtue of any dividend reinvestment, stock split, combination,
stock dividend or recapitalization, which securities shall be
deemed to be "Shares" hereunder) shall be subject to the terms
and all of the restrictions set forth in this Agreement.
2. Restriction. Until this restriction (the
"Restriction") has lapsed pursuant to Section 3 or 4 below, you
may not sell, exchange, assign, transfer, pledge or otherwise
dispose of the Shares, and the Shares shall be subject to
forfeiture as set forth in Section 5 below.
3. Lapse of Restriction by Passage of Time or at
Retirement. The Restriction shall lapse and have no further
force or effect as to 2,000 of the Shares upon the first
anniversary of the date of this Agreement, as to an additional
2,000 of the Shares on the second anniversary of such date, and
as to the remaining 2,000 Shares on the third anniversary of such
date.
4. Lapse of Restriction by Death or Disability. The
Restriction shall lapse, and shall have no further force or
effect, upon your death or disability (as defined in the Plan).
You may provide to the Company a written designation in a form
approved by counsel for the Company naming a person or persons
who shall receive the Shares in the event of your death. If
there is no such designation in effect at the time of your death,
the Shares shall be delivered to and become an asset of your
estate.
5. Forfeiture of Shares. Except as may otherwise
hereafter be determined by the Committee, in the event of
termination of your employment with the Company due to your
voluntary resignation or involuntary discharge prior to lapse of
the Restriction under Section 3 or 4, or in the event you provide
services to a competitor of the Company or any Subsidiary of the
nature described in Section 9.2 of the Plan prior to such lapse
(whether or not known to the Company at that time), you shall
immediately forfeit all right, title and interest to the Shares,
regardless of whether unrestricted certificates evidencing the
Shares shall have theretofore been delivered to you, and such
Shares shall be canceled or transferred to the Company by you,
without consideration to you or your executor, administrator,
personal representative or heirs.
6. Endorsement and Retention of Certificates. All
certificates representing the Shares shall be endorsed on the
reverse thereof with the following legend:
"The shares of stock represented by this certificate and the
sale, transfer or other disposition of such shares are restricted
by and subject to a Restriction Agreement dated May 15, 1995,
between the registered holder and the Company, a copy of which is
on file with the Secretary of the Company."
All certificates for Shares shall be held by the Company until
the restrictions thereon shall have lapsed. As a condition to
this award, you shall execute and deliver to the Company a stock
power in the form attached hereto, endorsed in blank, relating to
the Shares, as set forth in the Plan.
Upon lapse of the Restriction pursuant to Section 3 or 4 of
this Agreement without a prior forfeiture of the Shares, a
certificate or certificates for an appropriate number of
unrestricted Shares shall be delivered to you and the certificate
with the legend indicated above shall be canceled.
7. Withholding Taxes. You hereby authorize the Company to
withhold, at the time of lapse of the Restriction on all or a
portion of the Shares pursuant to Section 3 or 4 above, or at
such earlier date or dates as the award of the Shares shall
become taxable to you, from compensation otherwise owing to you,
an amount equal to any taxes required to be withheld by federal,
state or local law with respect to income resulting from such
lapse or other taxable event. In the event the compensation
otherwise due to you at that time is for any reason insufficient
to provide for such payment, you agree that, as a condition of
the delivery to you of certificates evidencing the Shares, you
will deliver to the Company a cashier's check, or personal check
satisfactory to the Company, in an amount equal to such
withholding taxes or any balance thereof.
Notwithstanding the foregoing, at your election the
foregoing withholding taxes, together with additional amounts not
exceeding the actual additional taxes to be owed by you with
respect to income resulting from such lapse or other taxable
event, may be paid by you by tendering to the Company whole
shares of the Company's common stock owned by you and duly
endorsed for transfer, or by authorizing the Company to withhold
and cancel a portion of the Shares otherwise deliverable to you,
in either case in that number of shares having a Fair Market
Value (as defined in the Company's 1992 Stock Incentive Plan) on
the date that taxable income is recognized equal to the amount of
such taxes thereby being paid. Such election shall be made on or
before such date, shall be irrevocable, and shall be submitted in
writing to the Treasurer of the Company.
8. No Rights to Continued Employment. Nothing herein
confers on you any right to continue in the employ of the Company
or of any parent or subsidiary.
9. Succession. This Agreement shall be binding upon and
operate for the benefit of the Company and its successors and
assigns, and you and your executor, administrator, personal
representative and heirs.
10. Dividends. Any cash dividends which may become payable
on the Shares shall be held by the Company for your account until
the Restriction lapses. In such event the Company shall pay
interest on the amount so held as determined by the Committee,
and the accumulated amount of such dividends and interest shall
be paid to you upon the lapse of the Restriction. Any such cash
shall be governed by the Restriction; the Restriction with
respect to any such cash shall lapse as provided in Sections 3
and 4 of this Agreement; and any such cash shall be forfeited
pursuant to Section 5 to the extent that the Shares on which such
dividends were paid shall be so forfeited.
This Agreement has been prepared in duplicate. Please
indicate your acceptance by signing in the space provided below,
and return an original for the Company's records.
IN WITNESS WHEREOF, the Company, acting through the
Committee, has caused this agreement to be duly executed and you
have hereunto set your hand and seal, all as of the day and year
first written above.
ELECTROMAGNETIC SCIENCES, INC.
By: /s/ Thomas E. Sharon
Thomas E. Sharon, President and
CEO
Accepted and Agreed:
/s/ John J. Farrell, Jr.
EMPLOYEE
STOCK TRANSFER POWER
The undersigned, ______________________________, hereby
sells, assigns and transfers unto _____________________________,
and hereby irrevocably constitutes and appoints Electromagnetic
Sciences, Inc. as his or her true and lawful attorney-in-fact,
with full power of substitution, to transfer on the stock records
of Electromagnetic Sciences, Inc., all right, title and interest
of the undersigned in and to, _____________ shares of the Common
Stock of Electromagnetic Sciences, Inc. evidenced by certificate
number ________________, dated ___________________, 1995.
__________________, 1995
Witness: ______________________________