EXHIBIT EX-10.11
TRANSAMERICA CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT, made as of this 27th day of April, 1993, between
TRANSAMERICA CORPORATION, a Delaware corporation (the "Company") and
_______________________________ ("Employee").
W I T N E S S E T H:
WHEREAS, the Company has adopted The 1985 Stock Option and Award Plan of
Transamerica Corporation (the "Plan"), providing for the granting of
restricted shares of Common Stock of the Company ("Restricted Stock") to key
employees of the Company and its Affiliates; and
WHEREAS, the Management Development and Compensation Committee (the
"Committee"), which is responsible for administration of the Plan, has
authorized the granting of a Restricted Stock Award to Employee on the date of
this Agreement, thereby allowing Employee to acquire a proprietary interest in
the Company in order that Employee will have a further incentive for remaining
with and increasing his or her efforts on behalf of the Company or one of its
Affiliates; and
WHEREAS, this Agreement is prepared in conjunction with and under the
terms of the Plan; although all of the terms of the Plan and the definitions
used in the Plan have not been set forth herein, such terms and definitions
are incorporated herein and made a part hereof by reference; the provisions of
the Plan shall govern any interpretation of this Agreement; and
WHEREAS, Employee has accepted the grant of Restricted Stock and agreed
to the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Grant of Award. The Company hereby grants to Employee as a
separate incentive in connection with his or her employment and not in lieu of
any salary or other compensation for his or her services, an award of ______
shares of Restricted Stock on the date hereof, subject to all of the terms and
conditions in this Agreement and the Plan.
2. Shares Held in Escrow. Unless and until the shares of Restricted
Stock shall have vested in the manner set forth in paragraph 3, 4 or 5, such
shares shall be issued in the name of Employee and held by the Secretary of
the Company as escrow agent (the "Escrow Agent"), and shall not be sold,
transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated. The Company may instruct the transfer agent for its Common
Stock to place a legend on the certificates representing the Restricted Stock
or otherwise note its records as to the restrictions on transfer set forth in
this Agreement and the Plan. The certificate or certificates representing
such shares shall be delivered by the Escrow Agent to Employee only after the
shares have vested and all other terms and conditions in this Agreement have
been satisfied; at such times, certificates so delivered shall be free of any
such legends regarding restrictions on transfer.
3. Vesting. Except as provided in paragraphs 4 and 5, the shares of
Restricted Stock awarded by this Agreement shall vest in Employee, as to 25%
of such shares on the first anniversary of the date of the award and as to an
additional 25% on each succeeding anniversary date, until 100% of such shares
shall have been vested.
4. Acceleration of Vesting. In the event of (a) Employee's
involuntary Termination of Employment by reason of action by the Company and
its Affiliates for any reason other than Cause (as defined below), (b) the
determination of the Committee that a Change in Control of the Company has
occurred, (c) the liquidation or dissolution of the Company, or (d) Employee's
Termination of Employment due to Total Disability or death, the balance of
unvested shares of Restricted Stock shall thereupon immediately vest. "Cause"
shall mean the willful and continued failure to observe or perform (other than
by reason of illness, injury or incapacity) any of the material services and
duties of the position held by Employee, provided that written notice of such
failure has been given and such failure has continued for sixty (60) days
thereafter. Cause shall also include conviction of a felony or other crime
involving moral turpitude, misappropriation of funds, or any other action that
is demonstratively and materially injurious to the Company or any of its
Affiliates.
5. Committee Discretion. The Committee may decide, in its absolute
discretion, to accelerate vesting of the balance, or some lesser portion of
the balance, of unvested shares of Restricted Stock at any time. If so
accelerated, such shares of Restricted Stock shall be considered as having
vested as of the date specified by the Committee.
6. Forfeiture. Except as provided in paragraphs 4 and 5, the balance
of the shares of Restricted Stock which have not vested at the time of
Employee's Termination of Employment shall thereupon be forfeited and
automatically transferred to and reacquired by the Company at no cost to the
Company. Employee hereby appoints the Escrow Agent with full power of
substitution, as Employee's true and lawful attorney-in-fact with irrevocable
power and authority in the name and on behalf of Employee to take any action
and execute all documents and instruments, including, without limitation,
stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested shares to the Company upon such
Termination of Employment.
7. Continuous Employment Required. Shares of Restricted Stock shall
not vest in Employee in accordance with any of the provisions of this
Agreement unless Employee shall have been continuously employed by the Company
or by one of its Affiliates from the date of the award until the date such
vesting is deemed to have occurred.
8. Withholding for Income Taxes. Notwithstanding anything in this
Agreement to the contrary, no certificate representing Restricted Stock may be
released from the escrow established pursuant to paragraph 2 of this Agreement
unless and until Employee shall have delivered to the Company or its
designated Affiliate the full amount of any federal, state or local income or
other taxes which the Company or such Affiliate may be required by law to
withhold with respect to such shares. Pursuant to such procedures as may be
adopted by the Committee from time to time, Employee may elect to satisfy any
such income tax withholding requirement by having the Company withhold shares
of Common Stock otherwise deliverable to Employee or by delivering to the
Company already-owned shares of Common Stock, subject to the absolute
discretion of the Committee to disallow Employee's election.
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9. Delivery of Shares After Death. Any distribution or delivery to be
made to Employee under this Agreement shall, if Employee is then deceased, be
made to Employee's transferee who shall be the person or persons entitled to
such distribution or delivery under Employee's will or, if Employee shall fail
to make testamentary disposition of such property, his or her legal
representative. Any transferee must furnish the Company with (a) written
notice of his or her status as transferee, and (b) evidence satisfactory to
the Company to establish the validity of the transfer and compliance with any
laws or regulations pertaining to such transfer.
10. Conditions to Delivery of Shares. The shares of stock issued
pursuant to paragraph 1 may be either previously authorized but unissued
shares or issued shares which have been reacquired by the Company. The
Company shall not be required to issue any certificate or certificates for
shares of stock hereunder prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other qualification of
such shares under any State or Federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
body, which the Committee shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from any
State or Federal governmental agency, which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
date of grant of the Restricted Stock as the Committee may establish from time
to time for reasons of administrative convenience.
11. Rights as Stockholder. Neither Employee nor any person claiming
under or through Employee shall be, or have any of the rights or privileges
of, a shareholder of the Company in respect of any shares deliverable
hereunder unless and until certificates representing such shares shall have
been issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to Employee or the Escrow Agent. Except as provided
in paragraph 12, after such issuance, recordation and delivery, Employee shall
have all rights of a stockholder of the Company with respect to voting such
shares and receipt of dividends and distributions on such shares.
12. Changes in Stock. In the event that as a result of a stock
dividend, stock split, reclassification, recapitalization, combination of
shares or the adjustment in capital stock of the Company or otherwise, or as a
result of a merger, consolidation, spin-off or other reorganization, the
Company's Common Stock shall be increased, reduced or otherwise changed, and
by virtue of any such change Employee shall in his or her capacity as owner of
unvested shares of Restricted Stock which have been awarded to him or her (the
"Prior Shares") be entitled to new or additional or different shares of stock
or securities (other than rights or warrants to purchase securities); such new
or additional or different shares or securities shall thereupon be considered
to be unvested Restricted Stock and shall be subject to all of the conditions
and restrictions which were applicable to the Prior Shares pursuant to the
Plan. If an Employee receives rights or warrants with respect to any Prior
Shares, such rights or warrants may be held or exercised by Employee, provided
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that until such exercise any such rights or warrants and after such exercise
any shares or other securities acquired by the exercise of such rights or
warrants shall be considered to be unvested Restricted Stock and shall be
subject to all of the conditions and restrictions which were applicable to the
Prior Shares pursuant to the Plan. The Committee in its absolute discretion
at any time may accelerate the vesting of all or any portion of such new or
additional shares of stock or securities, rights or warrants to purchase
securities or shares or other securities acquired by the exercise of such
rights or warrants.
13. Plan Governs. This Agreement is subject to all of the terms and
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Terms used in this Agreement that are
not defined in this Agreement shall have the meaning set forth in the Plan.
14. Committee Authority. The Committee shall have all power and
discretion necessary or appropriate to interpret the Plan and this Agreement
and to adopt such rules for the administration, interpretation and application
of the Plan as are consistent therewith and to interpret or revoke any such
rules. All actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and binding upon Employee, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement, and shall be given the
maximum deference permitted by law. In its absolute discretion, the Board may
at any time and from time to time exercise any and all rights and duties of
the Committee under the Plan and this Agreement.
15. No Effect on Employment. Employee agrees to remain in the employ
of the Company and/or an Affiliate for at least one (1) year after the date of
this Agreement. Subject to any written, express employment contract with
Employee, nothing in this Agreement or the Plan shall confer upon Employee any
right to continue to be employed by the Company or the Affiliate or shall
interfere with or restrict in any way the rights of the Company or the
Affiliate, which are hereby expressly reserved, to terminate the employment of
Employee at any time for any reason whatsoever, with or without good cause.
Such reservation of rights can be modified only in a written, express contract
executed by a duly authorized officer of the Company or Affiliate. A leave of
absence or an interruption in service (including an interruption during
military service) authorized or acknowledged by the Company, or the Affiliate
employing Employee, as the case may be, shall not be deemed a Termination of
Employment for the purposes of this Agreement.
16. Effect on Other Employee Benefit Plans. Nothing herein contained
shall affect Employee's right to participate in and receive benefits under and
in accordance with the then current provisions of any pension, insurance or
other employee welfare plan or program of the Company or any Affiliate.
17. Award Not Transferable. Except as otherwise herein provided, the
Restricted Stock Award herein granted and the rights and privileges conferred
hereby shall not be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to sale
under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of such Award, or of any
right or privilege conferred hereby, contrary to the provisions hereof, or
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upon any attempted sale under any execution, attachment or similar process
upon the rights and privileges conferred hereby, such Award and the rights and
privileges conferred hereby shall immediately become null and void.
18. Binding Agreement. Subject to the limitation on the
transferability of the Restricted Stock contained herein, this Agreement shall
be binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successors and assigns of Employee and the Company.
19. Address for Notices. Any notice to be given to the Company under
the terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at 600 Montgomery Street, San Francisco, California 94111, or at
such other address as the Company may hereafter designate in writing. Any
notice to be given to Employee shall be addressed to Employee at the address
set forth beneath Employee's signature hereto, or at such other address as
Employee may hereafter designate in writing. Any such notice shall be deemed
to have been duly given if and when enclosed in a properly sealed envelope,
addressed as aforesaid, registered or certified and deposited, postage and
registry fee prepaid, in a United States post office.
20. Captions. The captions used in this Agreement are for convenience
only, and shall in no way serve as a basis for interpretation or construction
of this Agreement.
21. Severability. In the event that any provision in this Agreement
shall be held invalid or unenforceable, such provision shall be severable
from, and such invalidity or unenforceability shall not be construed to have
any effect on, the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, in
duplicate, the day and year first above written.
TRANSAMERICA CORPORATION
By ___________________________________
Assistant Secretary
_________________________________________
Employee Signature
_________________________________________
Address
_________________________________________
_________________________________________
Social Security Number
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