Exhibit 10.25(e)
ATLANTIC COAST AIRLINES HOLDINGS, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Restricted Stock Agreement
("Restricted Stock Agreement") is between Atlantic Coast
Airlines Holdings, Inc., a Delaware Corporation (the
"Company"), and the employee named in Section 1 below (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Atlantic Coast Airlines
Holdings, Inc. 1995 Stock Incentive Plan, as amended (the
"Plan"), for the purpose of encouraging ownership of common
stock, $.02 par value ("Common Stock"), of the Company by
eligible key employees and directors of the Company, of
providing increased incentive for such employees and
directors to render services and to exert maximum effort for
the business success of the Company, and of further
strengthening the identification of employees and directors
with the stockholders; and
WHEREAS, the Company, acting through the Compensation
Committee of its Board of Directors (the "Committee"), has
determined that its interests will be advanced by the
issuance to Employee of restricted stock under the Plan.
NOW, THEREFORE, for and in consideration of these premises
it is agreed as follows:
1. Identifying Provisions: As used in this Restricted
Stock Agreement, the following terms shall have the
following respective meanings:
(a) Employee: __________________
(b) Date of Grant: ____________
(c) Effective Date: ___________
(d) Number of shares subject to Restricted Stock Agreement:
________
2. Grant of Shares. Subject to the terms and conditions
contained herein, the Company hereby grants to Employee (the
"Grant") the right to receive up to that number of shares of
Common Stock specified in Section 1(d) of this Restricted
Stock Agreement (the "Shares").
3. Vesting Period. The Shares shall not be issued on the
Date of Grant, and Employee's rights therein shall not be
vested and shall be forfeited unless and until otherwise
vested pursuant to the terms hereof. Subject to such
further terms and limitations set forth herein, on each
vesting date as identified below this Grant shall vest with
respect to a number of shares of Common Stock (rounded to
the nearest whole share) such that the aggregate number of
shares of Common Stock as to which this Grant has vested
shall equal the total number of shares subject to this
Restricted Stock Agreement (as specified in Section 1(d)),
multiplied by the percentage set forth below with respect to
the specified vesting date:
Vesting Date Percentage of
Option Exercisable
On January 29, 1999: 20%
On January 29, 2000: 40%
On January 29, 2001: 60%
On January 29, 2002: 80%
On January 29, 2003: 100%
4. Procedure for Issuance of Shares. As promptly as
practicable after each vesting date, the number of Shares of
Common Stock that vested on that date shall cease to be
forfeitable, and the Company shall issue to Employee a
certificate representing such Shares.
5. Termination of Employment. If Employee's employment
with the Company is terminated prior to the January 29, 2003
for any reason other than death or disability, the Grant
shall immediately terminate and be cancelled to the extent
it is not vested on the date of Employee's termination of
employment, and any Shares as to which Grant has not then
become vested shall be forfeited.
6. Disability or Death. If Employee's employment with the
Company is terminated by Employee's disability or death,
then the Grant shall terminate and be cancelled on the first
anniversary of the date of Employee's termination of
employment on account of disability or death, and any Shares
as to which the Grant has not then vested shall be
forfeited. Employee shall be deemed to be disabled if, in
the opinion of a physician selected by the Committee, he is
incapable of performing services for the Company by reason
of any medically determinable physical or mental impairment
which can be expected to result in death or to be of long,
continued and indefinite duration.
7. Transferability. This Grant shall not be transferable
by Employee. None of the Shares subject to or issuable
under this Grant may be sold, pledged, transferred, assigned
or hypothecated except the extent that the Grant has vested
with respect to such Shares.
8. No Rights as Stockholder. Employee shall have no
rights as a stockholder with respect to any Shares of Common
Stock covered by this Restricted Stock Agreement except to
the extent this Grant has vested with respect to such Shares
pursuant to this Restricted Stock Agreement. Until such
time, Employee shall not be entitled to dividends or to vote
at meetings of the stockholders of the Company with respect
to such unvested Shares. Except as provided in paragraph 9
hereof, no adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash or securities or other
property) paid or distributions or other rights granted in
respect of any share of Common Stock for which the record
date for such payment, distribution or grant is prior to the
date upon which Shares have vested pursuant to this
Restricted Stock Agreement.
9. Extraordinary Corporate Transactions. If the Company
experiences a "Fundamental Change" that is not a "Corporate
Change" (as those terms are defined in Section 6(i) of the
Plan), the Committee may make appropriate and proportionate
adjustments in the number and type of shares or other
securities or cash or other property that may thereafter be
issued pursuant to this Grant. If the Company experiences a
"Corporate Change," this Grant shall be vested as of the
date that the Corporate Change occurs and all of the Shares
subject to this Restricted Stock Agreement shall immediately
be issued in the name of Employee.
10. Compliance With Securities Laws. Upon the acquisition
of any Shares pursuant to this Grant, Employee shall enter
into such written representations, warranties and agreements
as the Company may reasonably request in order to comply
with applicable securities laws or with this Restricted
Stock Agreement. Nothing herein obligates the Company to
register or qualify the Shares pursuant any federal or state
securities laws.
11. Compliance With Laws. Notwithstanding any of the other
provisions hereof, Employee agrees that the Company will not
be obligated to issue any Shares pursuant to this Restricted
Stock Agreement, if the issuance of such Shares of Common
Stock would constitute a violation by the Employee or by the
Company of any provision of any law or regulation of any
governmental authority. The certificates representing the
Shares of Common Stock issued pursuant to this Grant will be
stamped or otherwise imprinted with legends in such form as
the Company or its counsel may require with respect to any
applicable restrictions on sale or transfer and the stock
transfer records of the Company will reflect stop-transfer
instructions with respect to such Shares.
12. Withholding of Tax. If the Company becomes obligated
to withhold an amount on account of any tax imposed as a
result of the issuance or vesting of the Shares, including,
without limitation, any federal, state, local or other
income tax, or any F.I.C.A., Medicare, state disability
insurance tax or other employment tax, the Employee shall be
obligated, as of the first date on which the Company is so
obligated, to pay such amounts to the Company in cash or
check, or other property acceptable to the Secretary of the
Company in his sole discretion; and, if the Employee fails
to make such payment, the Company is authorized by the
Employee to withhold from any payments then or thereafter
payable to the Employee any such amounts or the Company may
otherwise refuse to issue or transfer any Shares otherwise
required to be issued or transferred pursuant to the terms
hereof. The Committee may, in its sole discretion, allow
the Employee to pay any such amounts through the surrender
of whole shares of Common Stock or by having the Company
withhold whole Shares of Common Stock otherwise issuable
pursuant to this Grant. Any such shares surrendered or
withheld shall be valued at their market value, determined
by such method as the Secretary of the Company in his sole
discretion shall determine, equal to the sums required to be
withheld as of the date on which the amount of tax to be
withheld is determined.
13. Resolution of Disputes. As a condition of this Grant
hereby, the Employee, on behalf of himself, his heirs,
successors and personal representatives, agrees that any
dispute or disagreement which may arise hereunder shall be
resolved as determined by the Committee in its sole
discretion and judgment, and that any such determination and
any interpretation by the Committee of the terms of this
Restricted Stock Agreement shall be final and shall be
binding and conclusive, for all purposes, upon the Company,
Employee, his heirs, successors and personal
representatives.
14. Notices. Every notice hereunder shall be in writing
and shall conclusively be deemed to be given only if given
by registered or certified mail. All notices to the Company
shall be directed to Atlantic Coast Airlines Holdings, Inc.,
515-A Shaw Road, Dulles, Virginia 20166, Attention:
Secretary. Any notice given by the Company to Employee
directed to him at his address on file with the Company
shall be effective to bind him and any other person who
shall have acquired rights hereunder. The Company shall be
under no obligation whatsoever to advise Employee of the
existence, maturity or termination of any of Employee's
rights hereunder and Employee shall be deemed to have
familiarized himself with all matters contained herein and
in the Plan which may affect any of Employee's rights or
privileges hereunder.
15. Construction and Interpretation. Whenever the term
"Employee" is used herein under circumstances applicable to
any other person or persons to whom this award may be
transferred, the word "Employee" shall be deemed to include
such person or persons. References to the masculine gender
herein also include the feminine gender for all purposes.
This Restricted Stock Agreement shall be administered,
interpreted and enforced under the laws of the State of
Delaware.
16. Agreement Subject to Plan. This Restricted Stock
Agreement is subject to the Plan (including any subsequent
amendments thereto). In the event of a conflict between any
term or provision contained herein and a term or provision
of the Plan, the applicable terms and provisions of the Plan
will govern and prevail. All definitions of words and terms
contained in the Plan shall be applicable to this Restricted
Stock Agreement.
17. Employment Relationship. For purposes of this
Restricted Stock Agreement, an employee shall be considered
to be in the employment of the Company as long as he remains
an employee of the Company or an Affiliate (as defined in
the Plan) or remains a director of the Company or of such an
Affiliate. Any questions as to whether and when there has
been a termination of such employment and the cause of such
termination shall be determined by the Committee, and its
determination shall be final. Nothing contained herein
shall be construed as conferring upon the Employee the right
to continue in the employ of the Company, nor shall anything
contained herein be construed or interpreted to limit the
"employment at will" relationship between the Employee and
the Company.
18. Binding Effect. This Restricted Stock Agreement shall
be binding upon and inure to the benefit of any successors
to the Company.
IN WITNESS WHEREOF, the Restricted Stock Agreement has been
executed as of the _____ day of ___________, _____.
Atlantic Coast Airlines
Holdings, Inc.
By:___________________________
____
Employee
______________________________
____
Name