THE INTERLAKE CORPORATION EXHIBIT 10.4
AWARD OF RESTRICTED STOCK
Dated as of __________ ___, 199___
To:
Pursuant to, and in accordance with all the terms and conditions of, The
Interlake Corporation [1986 Stock Incentive Program][1989 Stock Incentive
Program] (the "Program"), and in accordance with the Key Executive Retention
Program adopted in February 1995 (the "KERP"), you were granted by the
Compensation Committee of the Board of Directors (the "Committee") of The
Interlake Corporation (hereinafter sometimes referred to as the "Corporation")
an award of restricted stock, effective the above date, of _____ shares of the
$1.00 par value common stock of The Interlake Corporation, such stock award to
be subject also to the following terms and conditions:
1. Grant of Stock Award
(a) As soon as practicable after you have executed this stock award and
the documents described in Paragraph 1(b) below, the Corporation will cause to
be issued in your name a certificate or certificates representing the total
number of shares covered by this stock award, and will physically deliver such
certificates to you as promptly as possible as they become earned out and
deliverable under Paragraph 3 of this stock award. Such certificates will bear
the following legend:
"The shares of common stock represented by this
certificate have not been registered under the
Securities Act of 1933, and may not be sold or
otherwise transferred absent an exemption from
such registration."
(b) When you sign and return a copy of this stock award you will also sign
and return the irrevocable stock powers enclosed herewith and will deliver the
same to the Secretary of the Corporation to facilitate the transfer of any or
all of the stock covered by this stock award to the Corporation (or its
assignee or nominee), if appropriate or required under the terms of this stock
award, the KERP, the Program under which such shares are issued, or applicable
laws or regulations.
2. Issue of Stock Award - Limits on Transfer
Physical custody of the stock certificates representing the shares covered
by this stock award will be in the Corporation's possession subject to the
removal or release of restrictions on transfer thereof, as provided in
Paragraph 3 hereof. You expressly agree that you will not sell, assign,
transfer, pledge, or otherwise make any disposition of the shares subject to
this stock award, or make any attempt to do so, except as to such shares, if
any, which are covered by this stock award and which are represented by one or
more stock certificates duly delivered to you, and with respect to which the
transfer thereof is permitted under the federal securities laws.
3. Non-Forfeitability of Stock Award
Restrictions on the disposition of shares covered by this stock award
(except those that may be imposed by law) shall lapse and such shares shall
become deliverable to you on the dates for non-forfeitability set by the
Committee under Paragraph 7(b) of the KERP following performance vesting under
Section 6 thereof, or such earlier delivery date arising under Section 10 of
the KERP (change-in-control), Section 11 of the KERP (acceleration of awards)
or Section 12 of the KERP (death, disability or termination). On such delivery
dates, restrictions on the disposition of the non-forfeitable portion of the
shares covered by this stock award (except those that may be imposed by law)
will lapse and a certificate for such shares will become deliverable to you
(still bearing the legend set forth in Section 1(a) above). As promptly as
reasonably possible thereafter, the Corporation will physically deliver to you
a stock certificate or certificates representing the number of shares then
earned out; provided, however, that none of the stock subject to this award
shall be deliverable to you unless and until (i) all necessary requirements of
state and federal securities laws and regulations have been met, (ii) you have
executed and delivered any requested additional stock powers relating to shares
covered hereby which have yet to be earned out, and (iii) the Corporation or a
subsidiary has been reimbursed for applicable withholding taxes which are
payable to federal, state and local governments.
4. Payment of Taxes
(a) You or any other person receiving stock under this stock award shall
be required to pay to the Corporation or a subsidiary the amount of any feder-
al, state or local taxes which the Corporation or a subsidiary is required to
withhold with respect to shares covered by this stock award at the time the
restrictions on such shares lapse or at such time as the Corporation or a
subsidiary in its judgment becomes liable to withhold any such tax.
(b) You may elect, subject to Compensation Committee approval, to have the
fair market value of a number of shares of each installment of this award
delivered to you applied to the payment of federal, state and local taxes
arising out of your right to receive such installment. "Fair market value"
means as to each share the average of the high and low price on the applicable
date of the Corporation's common stock on The New York Stock Exchange Composite
Transactions as reported in The Wall Street Journal, corrected for reporting
errors. Such fair market value shall be determined, in the case of each
installment, on the applicable earnout date for such installment under the
KERP. If there are no sales of the Corporation's common stock on the applicable
date, fair market value will be determined as of the last preceding date on
which there was a sale. The fair market value of such shares will be applied
first to state and local taxes at the statutory withholding rates in effect
when the applicable installment is valued, second to federal income and payroll
taxes at the statutory withholding rates in effect when the applicable install-
ment is valued, and any balance will be treated as federal income taxes with-
held in excess of the statutory minimum. The Corporation shall pay to the
applicable taxing authorities such amounts for your account. If you make such
an election you will be deemed to have sold and re-transferred to the
Corporation the number of whole shares covered by your election.
5. Rights As a Shareholder
Subject to the limitations, conditions, and restrictions on transfer
imposed by this stock award and by the Program, it is recognized that you will
be treated as the owner of the stock covered by this grant of stock award as
follows:
(a) You shall be entitled to receive all dividends, whether in cash,
stock or in any other form, payable with respect to such unearned
shares; if payable in stock, any such dividend shall be subject to
all restrictions applicable to the stock with respect to which such
dividend is paid.
(b) You shall be entitled to vote all such unearned shares in respect to
any question with respect to which a vote of stockholders is required
or solicited.
Such rights shall immediately lapse in the event any shares are forfeited
or lapsed as provided in Paragraphs 4, 6, 7 or 8 hereof.
6. Amendment, Cancellation and Termination of Grant
Reference is specifically made to the provisions regarding amendment,
cancellation and termination of this stock award contained in [Paragraph
9(e)][Paragraph 16] of the Program, and the related provisions of the KERP, and
such provisions are herein expressly incorporated by reference.
7. Additional Restrictions On This Grant
As to any shares of stock granted hereunder with respect to which it is
finally determined that they will not be earned out under the KERP or otherwise
will not be deliverable hereunder or under the Program, any and all of your
rights shall cease and terminate, and the Corporation shall be fully entitled,
legally and beneficially, to any of such shares not then delivered or
deliverable. In such event, the stock certificates representing any unearned or
undelivered shares so forfeited shall be transferred to the Corporation or its
nominee, by it or its agents, pursuant to your authorization granted the
Corporation under Paragraph 1(b) hereof.
8. Miscellaneous Provisions
(a) Your rights and interests under this stock award may not be assigned
or transferred except, in the case of your death, to your beneficiary or, in
the absence of such designation, by will or the laws of descent and
distribution.
(b) No employee or other person shall have any claim or right to be
granted a stock award under the Program or the KERP. Neither the Program nor
the KERP, nor any action taken under either, including the grant of this stock
award, shall be construed as giving any employee any rights to be retained in
the employ of the Corporation or a subsidiary.
(c) Express reference is made to all of the terms and conditions of the
Program and the KERP, and you, by your acceptance of this grant of stock award
acknowledge that you have received a copy of such Program and the KERP, that
you have read the same and are sufficiently familiar therewith to understand
both your rights and your obligations thereunder, and you agree to accept and
to be bound by all of the terms and conditions of this stock award and such
Program and the KERP, including without limitation the right of the Committee
to amend, cancel, suspend or terminate this grant of stock award in whole or
in part, on behalf of yourself and your heirs and assigns.
Stock Award Granted by
THE INTERLAKE CORPORATION
By:___________________________
W. R. Reum
Chairman of the Board,
President
and Chief Executive Officer
AGREED AND ACCEPTED, including all terms and conditions of The Interlake
Corporation [1986][1989] Stock Incentive Program and the Key Executive
Retention Program adopted by the Board in February 1995. I acknowledge that
the shares awarded hereunder have not been registered under the Securities Act
of 1933 and may not be sold or otherwise transferred absent an exemption from
such registration.
Date:______________________________
Signed:____________________________