Page 1-Exhibit 4.11
Non-officer-non-corporate
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the _____ day of___________________, 199__,
between GENERAL SIGNAL CORPORATION, a New York corporation (hereinafter
called "General Signal" or "Corporation"), and
_______________________________ an employee of General Signal or of one or
more of its subsidiaries (hereinafter call the "Employee").
W I T N E S S E T H:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan (the
"Plan"), adopted by the shareholders on April 23, 1992, as amended on July 7,
1993, the Personnel and Compensation Committee of the Board of Directors of
General Signal (the "Committee") is authorized to administer the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer or
other designated employee of General Signal or of one or more of its
subsidiaries and that the Employee shall be granted a restricted stock award
hereinafter set forth upon the terms and conditions hereinafter stated and
subject to all of the provisions of such Plan (a copy of which is attached
hereto); and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Restricted Stock Agreement
as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Restricted Stock Agreement
(hereinafter called the "Agreement") upon the following terms and conditions:
1. AWARD OF SHARES:
General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his employ- ment, and not in lieu
of any salary or other compensation for his services, a restricted stock
award, on the terms and conditions hereinafter set forth, of an aggregate of
5,000 shares of Common Stock, of the par value of $1.00 per share, of General
Signal.
Page 2 - Exhibit 4.11
2. AWARD RESTRICTIONS:
The shares covered by the restricted stock award shall vest in
accordance with the following schedule:
a. ______ shares (one-fifth of the award) vest on
b. ______ shares (one-fifth of the award) vest on
c. ______ shares (one-fifth of the award) vest on
d. ______ shares (one-fifth of the award) vest on
e. ______ shares (one-fifth of the award) vest on
Upon the vesting of any part of the restricted stock award by virtue of
the lapse of the applicable restriction period set forth above or under
Paragraph 3 or 5 of this Agreement, General Signal shall cause a stock
certificate covering the requisite number of shares registered on General
Signal's books in the name of the Employee or beneficiary(ies) to be
delivered within 30 days after vesting. Upon receipt of such stock
certificate(s), the Employee or beneficiary(ies) are free to hold or dispose
of such certificate at will.
During the applicable restriction period, the shares covered by the
restricted stock award not vested are not transferable by the Employee by
means of sale, assignment, exchange, pledge, or otherwise.
3. CHANGE IN CONTROL:
Upon the occurrence of a Change in Control, as defined below, the
Committee may vest as to some or all of the restricted stock award by waiving
the lapse of any or all of the restriction periods set forth under Paragraph
2. The Committee shall not be obligated to treat all Employees equally and
may vest and waive the restrictions of some awards and not others.
A "Change in Control" shall be deemed to have occurred if:
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
Page 3 - Exhibit 4.11
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding; or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
4. STOCK CERTIFICATES:
The stock certificate(s) evidencing the restricted stock award shall be
registered on General Signal's books in the name of the Employee as of the
Award Date. Physical possession or custody of such stock certificate(s)
shall be retained by General Signal until such time as the shares are vested
(i.e., the restriction period lapses). While in its possession, General
Signal reserves the right to place a legend on the stock certificate(s)
restricting the transferability of such certificate(s) and referring to the
terms and conditions (including forfeiture) approved by the Committee and
applicable to the shares represented by the certificate(s). As a condition
of any restricted stock award, the Employee shall have delivered to General
Signal a stock power, endorsed in blank, relating to the stock covered by
such award.
During the restriction period, except as otherwise provided in Paragraph
2 of this Agreement, the Award Recipient shall be entitled to all rights of a
shareholder of General Signal, including the right to vote the shares and
receive dividends and/or other distributions declared on such shares.
5. EMPLOYMENT TERMINATION:
If the Employee terminates employment with General Signal due to death
or disability during the restriction period, that restricted stock award
shall vest in full as of the date of such termination. Termination of the
Employee's employment with General Signal for any other reason shall result
in forfeiture of the restricted stock award on the date of termination. The
Employee may designate a beneficiary(ies) to receive the stock certificate
automatically vested upon death. The Employee has the right to change such
beneficiary designation at will.
Page 4 - Exhibit 4.11
6. WITHHOLDING TAXES:
General Signal shall have the right to retain and withhold from any
payment under the restricted stock award the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, General Signal may require the Employee
receiving shares of Common Stock under a restricted stock award to reimburse
General Signal for any such taxes required to be withheld by General Signal
and withhold any distribution in whole or in part until General Signal is so
reimbursed. In lieu thereof, General Signal shall have the right to withhold
from any other cash amounts due or to become due from General Signal to the
Employee an amount equal to such taxes required to be withheld by General
Signal to reimburse General Signal for any such taxes or retain and withhold
a number of shares having a market value not less than the amount of such
taxes and cancel (in whole or in part) any such shares so withheld in order
to reimburse General Signal for any such taxes.
7. IMPACT ON OTHER BENEFITS:
The value of the restricted stock award (either on the Award Date or at
the time the shares are vested) shall not be includable as compensation or
earnings for purposes of any other benefit plan offered by General Signal.
8. ADMINISTRATION:
The Committee shall have full authority and discretion, to decide all
matters relating to the administration and interpreta- tion of this
Agreement. All such Committee determinations shall be final, conclusive, and
binding upon General Signal, the Employee, and any and all interested
parties.
9. RIGHT TO CONTINUED EMPLOYMENT:
Nothing in this Agreement shall confer on the Employee any right to
continue in the employ of General Signal or in any way affect General
Signal's right to terminate the Employee's employ- ment without prior notice
at any time for any or no reason.
10. AMENDMENT(S):
The restricted stock award which is the subject of this Agreement may
not in any way be restricted or limited by any amendment after the date of
the award without the Employee's written consent.
11. FORCE AND EFFECT:
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforce- ability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
12. PREVAILING LAWS:
This Agreement shall be construed and enforced in accordance with the
laws of the State of New York.
Page 5 - Exhibit 4.11
13. SUCCESSORS:
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
GENERAL SIGNAL CORPORATION
By:
Chairman and
Chief Executive Officer
Employee
Page 6 - Exhibit 4.11
Corporate-non-officer
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the _____ day of ___________________ 199__,
between GENERAL SIGNAL CORPORATION, a New York corporation (hereinafter
called "General Signal" or "Corporation"), and
__________________________________an employee of General Signal or of one or
more of its subsidiaries (hereinafter called the "Employee").
W I T N E S S E T H:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan (the
"Plan"), adopted by the shareholders on April 23, 1992, as amended on July 7,
1993, the Personnel and Compensation Committee of the Board of Directors of
General Signal (the "Committee") is authorized to administer the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer or
other designated employee of General Signal or of one or more of its
subsidiaries and that the Employee shall be granted a restricted stock award
hereinafter set forth upon the terms and conditions hereinafter stated and
subject to all of the provisions of such Plan (a copy of which is attached
hereto); and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Restricted Stock Agreement
as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Restricted Stock Agreement
(hereinafter called the "Agreement") upon the following terms and conditions:
1. AWARD OF SHARES:
General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his employ- ment, and not in lieu
of any salary or other compensation for his services, a restricted stock
award, on the terms and conditions hereinafter set forth, of an aggregate of
_________________ shares of Common Stock, of the par value of $1.00 per
share, of General Signal.
2. AWARD RESTRICTIONS:
The shares covered by the restricted stock award shall vest in
accordance with the following schedule:
a. _____ shares (one-third of the award) vest on_______
b. _____ shares (one-third of the award) vest on ______
c. _____ shares (one-third of the award) vest on ______
Page 7 - Exhibit 4.11
Upon the vesting of any part of the restricted stock award by virtue of
the lapse of the applicable restriction period set forth above or under
Paragraph 5 of this Agreement, General Signal shall cause a stock certificate
covering the requisite number of shares registered on General Signal's books
in the name of the Employee or beneficiary(ies) to be delivered within 30
days after vesting. Upon receipt of such stock certificate(s), the Employee
or beneficiary(ies) are free to hold or dispose of such certificate at will.
During the applicable restriction period, the shares covered by the
restricted stock award not vested are not transferable by the Employee by
means of sale, assignment, exchange, pledge, or otherwise.
3. CHANGE IN CONTROL:
Immediately preceding the occurrence of a Change in Control as defined
below, all shares covered by the restricted stock award not vested shall be
forfeited upon the payment by General Signal to an account established for
the benefit of the Employee of an amount of cash equal to the product of the
number of shares to which the restricted stock award relates and the highest
price per share paid to any shareholder in connection with any Change in
Control. The amount so credited to the Employee's account, together with
earnings thereon, or the applicable percentage thereof, shall vest and be
paid (subject to applicable withholding requirements) on the date or dates on
which the shares, or the applicable percentage of such shares, under the
restricted stock award would have vested hereunder; provided, however, that
any remaining account balance shall vest and be paid out in full in the event
of the Employee's Involuntary Termination as defined below.
Upon the consummation of the transactions constituting the Change in
Control, the Employee shall have no rights to acquire any shares. Upon the
payment by the Corporation to the Employee of all amounts due, this Agreement
shall be terminated, and the Employee shall have no further rights
thereunder.
If, prior to full vesting of an Employee's account, such Employee's
employment terminates under circumstances that would have resulted in a
forfeiture of restricted stock awards pursuant to Paragraph 5 of this
Agreement, such termination of employment shall result in the forfeiture of
any unvested amounts then held in the Employee's account. Any beneficiary
designation in effect pursuant to Paragraph 5 shall also apply for the
purpose of determining the person or persons entitled to receive the amount
in the Employee's account in the event of the Employee's death.
A "Change in Control" shall be deemed to have occurred if:
Page 8 - Exhibit 4.11
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding; or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
"Involuntary Termination" shall mean any termination of an Employee's
employment by the Corporation, or by one of its subsidiaries, within two
years after a Change in Control; provided, however, such term shall not
include a termination by the Corporation or any of its subsidiaries, for (i)
serious, willful misconduct in respect of the Employee's obligations to the
Corporation or its subsidiaries, which has caused demonstrable and serious
injury to the Corporation, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion
or lapse of all rights of appeal, in an action, suit or proceeding, whether
civil, criminal, administrative or investigative; or (ii) conviction of a
felony, which has caused demonstrable and serious injury to the Corporation,
monetary or otherwise, as evidenced by binding and final judgment, order, or
decree of a court of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal.
Page 9 - Exhibit 4.11
In addition to actual termination of employment, as and when so declared
to be by the Employee, the following shall be deemed an Involuntary
Termination: (i) a reduction or change in an Employee's responsibilities,
duties, authority, powers, functions, title, working conditions or status
from those in effect immediately prior to the Change in Control; or (ii) a
reassignment to another geographic location more than 50 miles from the
Employee's place of employment immediately prior to the Change in Control; or
(iii) a reduction in base salary and incentive compensation, if any, from
those in effect immediately prior to the Change in Control. For purposes of
the preceding sentence, a reduction in incentive compensation will be deemed
to have occurred if and only if the percentage of salary paid as incentive
compensation under the Corporation's Incentive Compensation Plan for any
calendar year is less than the average percentage of salary paid to the
Employee as incentive compensation under such Plan for the three calendar
years preceding the Change in Control.
Notwithstanding the foregoing, an Employee's failure to object in
writing to the changes listed in subsections (i), (ii) and (iii) within 180
days of any such change shall constitute a waiver of such change being deemed
an Involuntary Termination.
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
4. STOCK CERTIFICATES:
The stock certificate(s) evidencing the restricted stock award shall be
registered on General Signal's books in the name of the Employee as of the
Award Date. Physical possession or custody of such stock certificate(s)
shall be retained by General Signal until such time as the shares are vested
(i.e., the restriction period lapses). While in its possession, General
Signal reserves the right to place a legend on the stock certificate(s)
restricting the transferability of such certificate(s) and referring to the
terms and conditions (including forfeiture) approved by the Committee and
applicable to the shares represented by the certificate(s). As a condition
of any restricted stock award, the Employee shall have delivered to General
Signal a stock power, endorsed in blank, relating to the stock covered by
such award.
During the restriction period, except as otherwise provided in Paragraph
2 of this Agreement, the Award Recipient shall be entitled to all rights of a
shareholder of General Signal, including the right to vote the shares and
receive dividends and/or other distributions declared on such shares.
5. EMPLOYMENT TERMINATION:
If the Employee terminates employment with General Signal due to death
or disability during the restriction period, that restricted stock award
shall vest in full as of the date of such termination. Termination of the
Employee's employment with General Signal for any other reason shall result
in forfeiture of the restricted stock award on the date of termination. The
Employee may designate a beneficiary(ies) to receive the stock certificate
automatically vested upon death. The Employee has the right to change such
beneficiary designation at will.
Page 10 - Exhibit 4.11
6. WITHHOLDING TAXES:
General Signal shall have the right to retain and withhold from any
payment under the restricted stock award the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, General Signal may require the Employee
receiving shares of Common Stock under a restricted stock award to reimburse
General Signal for any such taxes required to be withheld by General Signal
and withhold any distribution in whole or in part until General Signal is so
reimbursed. In lieu thereof, General Signal shall have the right to withhold
from any other cash amounts due or to become due from General Signal to the
Employee an amount equal to such taxes required to be withheld by General
Signal to reimburse General Signal for any such taxes or retain and withhold
a number of shares having a market value not less than the amount of such
taxes and cancel (in whole or in part) any such shares so withheld in order
to reimburse General Signal for any such taxes.
7. IMPACT ON OTHER BENEFITS:
The value of the restricted stock award (either on the Award Date or at
the time the shares are vested) shall not be includable as compensation or
earnings for purposes of any other benefit plan offered by General Signal.
8. ADMINISTRATION:
The Committee shall have full authority and discretion, to decide all
matters relating to the administration and interpreta- tion of this
Agreement. All such Committee determinations shall be final, conclusive, and
binding upon General Signal, the Employee, and any and all interested
parties.
9. RIGHT TO CONTINUED EMPLOYMENT:
Nothing in this Agreement shall confer on the Employee any right to
continue in the employ of General Signal or in any way affect General
Signal's right to terminate the Employee's employ- ment without prior notice
at any time for any or no reason.
10. AMENDMENT(S):
The restricted stock award which is the subject of this Agreement may
not in any way be restricted or limited by any amendment after the date of
the award without the Employee's written consent.
11. FORCE AND EFFECT:
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforce- ability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
12. PREVAILING LAWS:
This Agreement shall be construed and enforced in accordance with the
laws of the State of New York.
Page 11 - Exhibit 4.11
13. SUCCESSORS:
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
GENERAL SIGNAL CORPORATION
By:
Chairman and
Chief Executive Officer
Employee
Page 12 - Exhibit 4.11
Corporate-Officer
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the _____ day of ____________________ 199___,
between GENERAL SIGNAL CORPORATION, a New York corporation (hereinafter
called "General Signal" or "Corporation"), and
_______________________________________, an employee of General Signal or of
one or more of its subsidiaries (hereinafter called the "Employee").
W I T N E S S E T H:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan (the
"Plan"), adopted by the shareholders on April 23, 1992, and as amended and
restated July 7, 1993, the Personnel and Compensation Committee of the Board
of Directors of General Signal (the "Committee") is authorized to administer
the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer or
other designated employee of General Signal or of one or more of its
subsidiaries and that the Employee shall be granted a restricted stock award
hereinafter set forth upon the terms and conditions hereinafter stated and
subject to all of the provisions of such Plan (a copy of which is attached
hereto); and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Restricted Stock Agreement
as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Restricted Stock Agreement
(hereinafter called the "Agreement") upon the following terms and conditions:
1. AWARD OF SHARES:
General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his employ- ment, and not in lieu
of any salary or other compensation for his services, a restricted stock
award, on the terms and conditions hereinafter set forth, of an aggregate of
_____________________ shares of Common Stock, of the par value of $1.00 per
share, of General Signal.
2. AWARD RESTRICTIONS:
The shares covered by the restricted stock award shall vest in
accordance with the following schedule:
a. ______ shares (one-fifth of the award) vest on
b. ______ shares (one-fifth of the award) vest on
c. ______ shares (one-fifth of the award) vest on
Page 13 - Exhibit 4.11
d. ______ shares (one-fifth of the award) vest on
e. ______ shares (one-fifth of the award) vest on
"Operating Margin" shall mean operating earnings divided by net sales
and it shall be based on reported operating earnings and net sales in the
Corporation's financial statements. The financial statements shall be
prepared in accordance with generally accepted accounting principles and
shall be audited by the Corporation's external auditors for calendar years.
For other periods, it shall be based on the Corporation's internal financial
statements. For purposes of this agreement, operating earnings are adjusted
to automatically exclude any special charges such as restructuring costs,
environmental charges, losses on lawsuits, or other unusual, extraordinary or
non-recurring charges (whether or not they are deemed extraordinary under
GAAP), so long as any of the above charges are approved by the Board of
Directors. Notwithstanding the foregoing, the Committee may, in its sole
discretion, reduce operating earnings if a charge occurs which is excluded
from operating earnings but for which the Committee believes management of
the Corporation should be held accountable.
Upon the vesting of any part of the restricted stock award by virtue of
the lapse of the applicable restriction period set forth above or under
Paragraph 5 of this Agreement, General Signal shall cause a stock certificate
covering the requisite number of shares registered on General Signal's books
in the name of the Employee or beneficiary(ies) to be delivered within 30
days after vesting. Upon receipt of such stock certificate(s), the Employee
or beneficiary(ies) are free to hold or dispose of such certificate at will.
During the applicable restriction period, the shares covered by the
restricted stock award not vested are not transferable by the Employee by
means of sale, assignment, exchange, pledge, or otherwise.
3. CHANGE IN CONTROL:
In the event of a Change in Control as defined below, all shares covered
by the restricted stock award not vested on the Forfeiture Date as defined
below shall be forfeited upon the payment by General Signal to an account
established for the benefit of the Employee of an amount of cash equal to the
product of the number of shares to which the restricted stock award relates
which have not yet vested and the Forfeiture Value as defined below, except
the Board of Directors expressly retains the ability in cases of a
management-initiated Change in Control which is not approved by such Board to
forfeit the shares and not set up such an account. The amount so credited to
the Employee's account, together with earnings thereon, or the applicable
percentage thereof, shall vest and be paid (subject to applicable withholding
requirements) on the date or dates on which the shares, or the applicable
percentage of such shares, under the restricted stock award would have vested
hereunder; provided, however, that any remaining account balance shall vest
and be paid out in full in the event of the Employee's Involuntary
Termination as defined below.
Page 14 - Exhibit 4.11
Upon the later of the Forfeiture Date or the consummation of the
transactions constituting the Change in Control, the Employee shall have no
rights to acquire any shares. Upon the payment by the Corporation to the
Employee of all amounts due, this Agreement shall be terminated, and the
Employee shall have no further rights thereunder.
If, prior to full vesting of an Employee's account, such Employee's
employment terminates under circumstances that would have resulted in a
forfeiture of restricted stock awards pursuant to Paragraph 5 of this
Agreement, such termination of employment shall result in the forfeiture of
any unvested amounts then held in the Employee's account. Any beneficiary
designation in effect pursuant to Paragraph 5 shall also apply for the
purpose of determining the person or persons entitled to receive the amount
in the Employee's account in the event of the Employee's death.
The "Forfeiture Date" shall be:
(i) if the Employee was subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934, as amended, at any time during
the six- month period ending on the date of the date of the Change in
Control, the latest of: (A) immediately preceding the date of the Change in
Control, (B) the date six months after the date of this award, or (C) the
date six months after the most recent purchase prior to the Change in Control
of any equity or derivative security of the Corporation by the Employee at a
price less than the Forfeiture Value; and
(ii) if the Employee is not described in (i) above, immediately
preceding the date of the Change in Control.
The "Forfeiture Value" shall be (i) if the Forfeiture Date is
immediately preceding the date of the Change in Control, the highest price
per share paid to any shareholder in connection with the Change in Control,
the highest price per share paid to any shareholder in connection with the
Change in Control, and (ii) if the Forfeiture Date is later than the
date of the Change in Control, the closing price of a share of General Signal
Common Stock on the Forfeiture Date or, in the event no sale shall have taken
place, the mean between the closing bid and asked prices on the Forfeiture
Date.
A "Change in Control" shall be deemed to have occurred if:
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
Page 15 - Exhibit 4.11
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding; or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
"Involuntary Termination" shall mean any termination of an Employee's
employment by the Corporation, or by one of its subsidiaries, within two
years after a Change in Control; provided, however, such term shall not
include a termination by the Corporation or any of its subsidiaries, for (i)
serious, willful misconduct in respect of the Employee's obligations to the
Corporation or its subsidiaries, which has caused demonstrable and serious
injury to the Corporation, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion
or lapse of all rights of appeal, in an action, suit or proceeding, whether
civil, criminal, administrative or investigative; or (ii) conviction of a
felony, which has caused demonstrable and serious injury to the Corporation,
monetary or otherwise, as evidenced by binding and final judgment, order, or
decree of a court of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal.
In addition to actual termination of employment, as and when so declared
to be by the Employee, the following shall be deemed an Involuntary
Termination: (i) a reduction or change in an Employee's responsibilities,
duties, authority, powers, functions, title, working conditions or status
from those in effect immediately prior to the Change in Control; or (ii) a
reassignment to another geographic location more than 50 miles from the
Employee's place of employment immediately prior to the Change in Control; or
Page 16 - Exhbit 4.11
(iii) a reduction in base salary and incentive compensation, if any, from
those in effect immediately prior to the Change in Control. For purposes of
the preceding sentence, a reduction in incentive compensation will be deemed
to have occurred if and only if the percentage of salary paid as incentive
compensation under the Corporation's Incentive Compensation Plan for any
calendar year is less than the average percentage of salary paid to the
Employee as incentive compensation under such Plan for the three calendar
years preceding the Change in Control.
Notwithstanding the foregoing, an Employee's failure to object in
writing to the changes listed in subsections (i), (ii) and (iii) within 180
days of any such change shall constitute a waiver of such change being deemed
an Involuntary Termination.
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
4. STOCK CERTIFICATES:
The stock certificate(s) evidencing the restricted stock award shall be
registered on General Signal's books in the name of the Employee as of the
Award Date. Physical possession or custody of such stock certificate(s)
shall be retained by General Signal until such time as the shares are vested
(i.e., the restriction period lapses). While in its possession, General
Signal reserves the right to place a legend on the stock certificate(s)
restricting the transferability of such certificate(s) and referring to the
terms and conditions (including forfeiture) approved by the Committee and
applicable to the shares represented by the certificate(s). As a condition
of any restricted stock award, the Employee shall have delivered to General
Signal a stock power, endorsed in blank, relating to the stock covered by
such award.
During the restriction period, except as otherwise provided in Paragraph
2 of this Agreement, the Award Recipient shall be entitled to all rights of a
shareholder of General Signal, including the right to vote the shares and
receive dividends and/or other distributions declared on such shares.
5. EMPLOYMENT TERMINATION:
If the Employee terminates employment with General Signal due to death
or disability during the restriction period, that restricted stock award
shall vest in full as of the date of such termination. Termination of the
Employee's employment with General Signal for any other reason shall result
in forfeiture of the restricted stock award on the date of termination;
provided, however, if the Corporation terminates the Employee prior to
October 3, 1997, other than Termination for Cause, as defined below, the
Corporation shall consider the Employee employed until October 2, 1997 for
purposes of vesting of any part of the restricted stock award. The Employee
may designate a beneficiary(ies) to receive the stock certificate
automatically vested upon death. The Employee has the right to change such
beneficiary designation at will.
Page 17 - Exhibit 4.11
"Termination for Cause" shall mean a termination by the Corporation or
any of its subsidiaries, for (i) serious, willful misconduct in respect of
the Employee's obligations to the Corporation or its subsidiaries, which has
caused demonstrable and serious injury to the Corporation, monetary or
otherwise, as evidenced by a determination in a binding and final judgment,
order or decree of a court or administrative agency of competent
jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in
an action, suit or proceeding, whether civil, criminal, administrative or
investigative; or (ii) conviction of a felony, which has caused demonstrable
and serious injury to the Corporation, monetary or otherwise, as evidenced by
binding and final judgment, order, or decree of a court of competent
jurisdiction, in effect after exhaustion or lapse of all rights of appeal.
6. WITHHOLDING TAXES:
General Signal shall have the right to retain and withhold from any
payment under the restricted stock award the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, General Signal may require the Employee
receiving shares of Common Stock under a restricted stock award to reimburse
General Signal for any such taxes required to be withheld by General Signal
and withhold any distribution in whole or in part until General Signal is so
reimbursed. In lieu thereof, General Signal shall have the right to withhold
from any other cash amounts due or to become due from General Signal to the
Employee an amount equal to such taxes required to be withheld by General
Signal to reimburse General Signal for any such taxes or retain and withhold
a number of shares having a market value not less than the amount of such
taxes and cancel (in whole or in part) any such shares so withheld in order
to reimburse General Signal for any such taxes.
7. IMPACT ON OTHER BENEFITS:
The value of the restricted stock award (either on the Award Date or at
the time the shares are vested) shall not be includable as compensation or
earnings for purposes of any other benefit plan offered by General Signal.
8. ADMINISTRATION:
The Committee shall have full authority and discretion, to decide all
matters relating to the administration and interpreta- tion of this
Agreement. All such Committee determinations shall be final, conclusive, and
binding upon General Signal, the Employee, and any and all interested
parties.
9. RIGHT TO CONTINUED EMPLOYMENT:
Nothing in this Agreement shall confer on the Employee any right to
continue in the employ of General Signal or in any way affect General
Signal's right to terminate the Employee's employ- ment without prior notice
at any time for any or no reason.
Page 18 - Exhibit 4.11
10. AMENDMENT(S):
The restricted stock award which is the subject of this Agreement may
not in any way be restricted or limited by any amendment after the date of
the award without the Employee's written consent.
11. FORCE AND EFFECT:
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforce- ability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
12. PREVAILING LAWS:
This Agreement shall be construed and enforced in accordance with the
laws of the State of New York.
13. SUCCESSORS:
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
GENERAL SIGNAL CORPORATION
Chairman and Chief Executive
Officer
Employee