THE INTERLAKE CORPORATION EXHIBIT 10.6
AWARD OF RESTRICTED STOCK
Dated as of January 30, 1996
To:
Pursuant to, and in accordance with all the terms and conditions of The
Interlake Corporation 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. This stock award is issued in lieu of of
the cash award to which you may have become entitled under the KERP based on
1996 performance, and as a result your maximum possible cash award for 1996
performance under the KERP has been reduced by that amount. The stock award is
also subject 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 stock powers 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 after they become earned out and
deliverable under Paragraph 3 below. 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) After you sign and return a copy of this stock award you will also,
upon the request of the Secretary, sign and return irrevocable stock powers for
the shares granted hereunder 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, 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 represented by 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 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). (A copy of the KERP was
delivered to you in February 1995; the only amendment since then was to permit
conversion of part of your 1996 cash award opportunity to stock.) On such
delivery dates, restrictions on the disposition of the non-forfeitable portion
of the shares covered by this stock award (except those 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.
None of the stock subject to this award shall be deliverable to you, however,
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
federal, 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
installment is valued, and any balance will be treated as federal income taxes
withheld 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 the 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, 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 KERP. Neither the KERP, nor any action taken
under the KERP, 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
KERP, and you, by your acceptance of this grant of stock award acknowledge that
you have received a copy of 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 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 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. I also acknowledge that this stock award
is issued in lieu of the cash award to which I may have become entitled under
the KERP based on 1996 performance, and as a result my maximum possible cash
award for 1996 under the KERP has been reduced by .
Date:______________________________
Signed:____________________________