WICOR, INC.
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT is made and entered into as of the date set forth
on the signature page hereof by and between WICOR, Inc., a Wisconsin
corporation with its principal offices at Milwaukee, Wisconsin (the
"Company"), and the employee of the Company or one of its affiliates and
whose signature is set forth on the signature page hereof (the
"Participant").
W I T N E S S E T H :
WHEREAS, the Company has adopted the 1994 Long-Term Performance
Plan (the "Plan") to permit shares of the Company's common stock (the
"Stock"), to be awarded to certain key salaried employees of the Company
and any subsidiary (individually, a "Participating Company" and
collectively, the "Participating Companies"); and
WHEREAS, the Participant is a key salaried employee of a
Participating Company, and the Company desires such employee to remain in
such employ and to further an opportunity for his stock ownership in the
Company in order to increase his proprietary interest in the success of
the Company;
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Award of Restricted Stock. Subject to the terms and
conditions set forth herein, the Company hereby awards the Participant the
number of shares of Stock set forth on the signature page hereof (the
"Restricted Stock").
2. Restrictions. Except as otherwise provided herein,
Restricted Stock may not be sold, transferred, pledged, assigned,
encumbered or otherwise alienated or hypothecated until the date of
release (the "Release Date") determined in accordance with the performance
criteria schedule attached hereto as Exhibit A (the "Performance Criteria
Schedule"). Any defined term used in this Paragraph and not defined
elsewhere in this Agreement shall have the meaning given it in that
certain Rights Agreement, dated as of August 29, 1989, between the Company
and Manufacturers Hanover Trust Company, or any successor agreement as the
Committee shall determine. Notwithstanding anything in this Paragraph 2,
the date on which a Person becomes an Acquiring Person shall be the
Release Date.
3. Escrow. Certificates for shares of Restricted Stock shall
be issued as soon as practicable in the name of the Participant but shall
be held in escrow by the Company, as escrow agent. Upon issuance of such
certificates, (i) the Company shall give the Participant a receipt for the
Restricted Stock held in escrow which will state that the Company holds
such Stock in escrow for the account of the Participant, subject to the
terms of this Agreement, and (ii) the Participant shall give the Company a
stock power for such Stock duly endorsed in blank which will be held in
escrow for use in the event such Stock is forfeited in whole or in part.
Unless theretofore forfeited as provided herein, Restricted Stock shall
cease to be held in escrow and certificates for such Stock shall be
delivered to the Participant on the Release Date.
4. Transfer After Release Date; Securities Law Restrictions.
As determined in accordance with the Performance Criteria Schedule, that
portion of Restricted Stock shall become free of the restrictions of
Paragraph 2 and be freely transferable by the Participant on the Release
Date. Notwithstanding the foregoing or anything to the contrary herein,
the Participant agrees and acknowledges with respect to any Restricted
Stock that has not been registered under the Securities Act of 1933, as
amended (the "Act") (i) he or she will not sell or otherwise dispose of
such Stock except pursuant to an effective registration statement under
the Act and any applicable state securities laws, or in a transaction
which, in the opinion of counsel for the Company, is exempt from such
registration, and (ii) a legend will be placed on the certificates for the
Restricted Stock to such effect.
5. Termination of Employment or Death. If the Participant's
employment with any Participating Company is terminated for any reason
(including death) prior to the Release Date, all Restricted Stock shall be
forfeited to the Company on the date on which such termination of
employment occurs.
6. Certificate Legend. In addition to any legends placed on
certificates for Restricted Stock under Paragraph 4 hereof, each
certificate for shares of Restricted Stock may bear the following legend:
"THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK
REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY,
INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN
RESTRICTIONS SET FORTH IN THE WICOR, INC. 1994 LONG-TERM
PERFORMANCE PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN
WICOR, INC. AND THE REGISTERED OWNER HEREOF. A COPY OF
SUCH PLAN AND SUCH AGREEMENT MAY BE OBTAINED FROM THE
SECRETARY OF WICOR, INC."
When the restrictions imposed by Paragraph 2 hereof terminate, the
Participant shall be entitled to have the foregoing legend removed from
the certificates representing such Restricted Stock.
7. Voting Rights; Dividends and Other Distributions. (a) While
the Restricted Stock is subject to restrictions under Paragraph 2 and
prior to any forfeiture thereof, the Participant may exercise full voting
rights for the Restricted Stock registered in his or her name and held in
escrow hereunder.
(b) While the Restricted Stock is subject to the restrictions
under Paragraph 2 and prior to any forfeiture thereof, the Participant
shall be entitled to receive all dividends and other distributions paid
with respect to the Restricted Stock. If any such dividends or
distributions are paid in Stock, such shares shall be subject to the same
terms, conditions and restrictions as the shares of Restricted Stock with
respect to which they were paid, including the requirement that Restricted
Stock be held in escrow pursuant to Paragraph 3 hereof.
(c) Subject to the provisions of this Agreement, the Participant
shall have, with respect to the Restricted Stock, all other rights of
holders of Stock.
8. Tax Withholding. (a) It shall be a condition of the
obligation of the Company to issue or release from escrow Restricted Stock
to the Participant, and the Participant agrees, that the Participant shall
pay to the Company upon demand such amount as may be requested by the
Company for the purpose of satisfying its liability to withhold federal,
state, or local income or other taxes incurred by reason of the award of
the Restricted Stock or as a result of the termination of the restrictions
on such Stock hereunder.
(b) If the Participant does not make an election under Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to
the Restricted Stock awarded hereunder, the Participant may satisfy the
Company's withholding tax requirements by electing to have the Company
withhold that number of shares of Restricted Stock otherwise deliverable
to the Participant from escrow hereunder or to deliver to the Company a
number of shares of Stock, in each case, having a Fair Market Value on the
Tax Date (as defined below) equal to the minimum amount required to be
withheld as a result of the termination of the restrictions on such
Restricted Stock. The election must be made in writing and, if the
Participant is an Insider (as defined below), (i) delivered to the Company
either six months or more prior to the Tax Date or during a ten-day period
beginning on the third day following the release of the Company's
quarterly or annual summary statement of sales and earnings which occurs
prior to the Tax Date and (ii) shall not be effective until at least six
months after the Grant Date, provided, however, that the restriction in
clause (ii) shall not apply in the event death or Total Disability of the
Participant occurs prior to the expiration of such six-month period. If
the Participant is not an Insider, the election must be delivered to the
Company prior to the Tax Date. If the Participant is an Insider, the full
number of shares of Restricted Stock deliverable may be released to the
Participant, and in such event the Participant shall be unconditionally
obligated to tender back to the Company, as soon as practicable after the
Tax Date, a number of shares of Stock having a Fair Market Value on the
Tax Date equal to the minimum amount required to be withheld. If the
number of shares so determined shall include a fractional share, the
Participant shall deliver cash in lieu of such fractional share. All
elections shall be made in a form approved by the Committee and shall be
subject to disapproval, in whole or in part, by the Committee. As used
herein, (i) "Tax Date" means the date on which the Participant must
include in his or her gross income for federal income tax purposes the
fair market value of the Restricted Stock over the purchase price therefor
and (ii) "Insider" means an officer or director of the Company or a
beneficial owner of more than 10% of the class of Stock.
9. Powers of Company Not Affected. The existence of the
Restricted Stock shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any combination,
subdivision or reclassification of the Stock or any reorganization,
merger, consolidation, business combination, exchange of shares, or other
change in the Company's capital structure or its business, or any issue of
bonds, debentures or stock having rights or preferences equal, superior or
affecting the Restricted Stock or the rights thereof, or dissolution or
liquidation of the Company, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise. Nothing in this Agreement shall
confer upon the Participant any right to continue in the employment of any
Participating Company, or interfere with or limit in any way the right of
any Participating Company to terminate the Participant's employment at any
time.
10. Interpretation by Committee. The Participant agrees that
any dispute or disagreement which may arise in connection with this
Agreement shall be resolved by the Committee, in its sole discretion, and
that any interpretation by the Committee of the terms of this Agreement or
the Plan and any determination made by the Committee under this Agreement
or the Plan may be made in the sole discretion of the Committee and shall
be final, binding, and conclusive. Any such determination need not be
uniform and may be made differently among Participants awarded Restricted
Stock.
11. Miscellaneous. (a) This Agreement shall be governed and
construed in accordance with the internal laws of the State of Wisconsin
applicable to contracts made and to be performed therein between residents
thereof.
(b) This Agreement may not be amended or modified except by the
written consent of the parties hereto.
(c) The captions of this Agreement are inserted for convenience
of reference only and shall not be taken into account in construing this
Agreement.
(d) Any notice, filing or delivery hereunder or with respect to
Restricted Stock shall be given to the Participant at either his usual
work location or his home address as indicated in the records of the
Company, and shall be given to the Committee or the Company at 626 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Treasurer. All
such notices shall be given by first class mail, postage prepaid, or by
personal delivery.
(e) This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns and shall be binding
upon and inure to the benefit of the Participant, except that the
Participant may not transfer any interest in any Restricted Stock prior to
the release of the restrictions imposed by Paragraph 2.
(f) This Agreement is subject in all respects to the terms and
conditions of the Plan.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer and the Participant has hereunto
affixed his or her signature, all as of the day and year set forth below.
WICOR, INC. ("Company")
By:_________________________________________
Title:
Participant: _______________________________
No. of Shares of Restricted Stock: _________
Date of Agreement: _________________________
Grant Date: ________________________________