Exhibit 10.3
FORM OF
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
2007 SHARE INCENTIVE PLAN
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this day _________
between SEACOR HOLDINGS INC., a Delaware corporation (the "Company"), and
_________, residing at _________ (the "Grantee").
W I T N E S S E T H :
WHEREAS, Grantee is an officer or key employee of the Company or one or more
subsidiaries or affiliates of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the Grantee
desires to accept, shares of the Company's common stock, $0.01 par value
("Common Shares"), upon the terms and subject to the conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee _________ (restricted) Common Shares (the "Restricted Stock").
Except as otherwise provided herein including, without limitation, the
provisions of Paragraph 5 hereof, the Grantee shall have with respect to the
Restricted Stock all of the rights of a holder of Common Shares, including the
rights to receive dividends, if paid, and the right to vote the Common Shares.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to, and
shall be transferable only in accordance with, the provisions of a certain
Restricted Stock Grant Agreement dated _________ between _________ and SEACOR
HOLDINGS Inc."
2. Removal of Restricted Stock Legend. After shares of the Restricted Stock
issued to the Grantee hereunder have become vested in accordance with provisions
of this Agreement, promptly upon delivery of stock certificates representing
such vested shares have been delivered by the Grantee to the Company together
with a written request therefor, the Company shall cause the transfer agent for
the Common Shares to issue separate certificates representing a) the Common
Shares that are free of the restrictions set forth herein and without the legend
referred to in Paragraph 1 hereof and b) the remaining unvested Common Shares
bearing the legend referred to in Paragraph 1 hereof.
3. Vesting.
A. Subject to the terms and conditions set forth herein, including,
without limitation, the provisions of Paragraph 5 hereof, beneficial
ownership without the restrictions set forth in Paragraph 1 hereof
("Beneficial Ownership") of the restricted stock shall vest in the
Grantee as follows and in the respective dates herein set forth (each
such date, or "Vesting Date"):
DATE NUMBER OF SHARES
---- ----------------
---- ----------------
---- ----------------
Notwithstanding the foregoing, Beneficial Ownership of all of the
aforementioned shares of Restricted Stock shall vest immediately,
without any action on the part of the Company (or its successor as
applicable) or the Grantee if, prior to a Forfeiture hereinafter (as
defined) by the Grantee pursuant to Paragraph 5 hereof, any of the
following events occur:
(I) the death of the Grantee;
(II) the Retirement (as hereinafter defined) of the Grantee;
(III) the termination of the Grantee's employment with the
Company and/or its subsidiaries, as applicable, by the
Company (or applicable subsidiaries) without Cause (as
hereinafter defined); and
(IV) the occurrence of a Change-in-Control of the Company (as
hereinafter defined).
B. As used in this Agreement, the following terms shall have the
following respective meanings:
"Retirement" shall mean Grantee's formal retirement from
employment with the Company under acceptable circumstances as determined
by the Committee in its sole discretion (which determination may be
conditioned upon, among other things, the Grantee entering into a
non-competition agreement with the Company).
"Cause" shall mean (i) fraud, embezzlement or gross
insubordination on the part of the Grantee or breach by the Grantee of
his or her obligations under any Company policy or procedure; (ii)
conviction of or the entry of a plea of nolo contendere by the Grantee
for any felony; (iii) a material breach of, or the willful failure or
refusal by the Grantee to perform and discharge, his or her duties,
responsibilities or obligations, as an Grantee; or (iv) any act of moral
turpitude or willful misconduct by the Grantee which (A) is intended to
result in substantial personal enrichment of the Grantee at the expense
of the Company or any of its subsidiaries or affiliates or (B) has a
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material adverse impact on the business or reputation of the Company, or
any of its subsidiaries or affiliates.
"Change-in-Control" of the Company shall be deemed to have occurred upon
any of the following events:
(I) A change in control of the direction and administration
of the Company's business of a nature that would be
required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the
Exchange Act; or
(II) During any period of two (2) consecutive years, the
individuals who at the beginning of such period
constitute the Company's Board of Directors or any
individuals who would be "Continuing Directors" (as
hereinafter defined) cease for any reason to constitute
at least a majority thereof; or
(III) The Company's Common Stock shall cease to be publicly
traded; or
(IV) The Company's Board of Directors shall approve a sale of
all or substantially all of the assets of the Company,
and such transaction shall have been consummated; or
(V) The Company's Board of Directors shall approve any
merger, consolidation, or like business combination or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
clause (ii) or (iii) above, and such transaction shall
have been consummated.
Notwithstanding the foregoing, (A) any spin-off of a division or
subsidiary of the Company to its stockholders and (B) any event listed
in (i) through (v) above that the Board of Directors determines not to
be a Change-in-Control of the Company, shall not constitute a
Change-in-Control of the Company.
For purposes of the definition of Change-in-Control, "Continuing
Directors" shall mean (x) the directors of the Company in office on the
date of this Agreement and (y) any successor to any such director and
any additional director who after such date was nominated or selected
by a majority of the Continuing Directors in office at the time of his
or her nomination or selection.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Paragraph 3 hereof, prior to the applicable Vesting Dates, no unvested shares of
the Restricted Stock (nor any interest therein) may be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, shall not be
assignable by operation of law and shall not be subject to execution, attachment
or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
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5. Forfeiture.
A. Except upon occurrence of the events set forth in Paragraphs 3(a)(i),
3(a)(ii) and 3(a)(iii) hereof, upon termination of the Grantee's
employment with the Company and/or its subsidiaries, as applicable,
prior to vesting of Beneficial Ownership in all of the shares of
Restricted Stock, and notwithstanding the provisions of Paragraph 3(a)
hereof, Beneficial Ownership of the remaining unvested shares of the
Restricted Stock shall not vest in the Grantee and all such unvested
shares of the Restricted Stock shall immediately thereupon be forfeited
by the Grantee to the Company (a "Forfeiture") without any consideration
therefor.
B. Upon a Forfeiture, the Grantee shall, within ten (10) business days
thereafter, deliver to the Company all stock certificates representing
all shares of the forfeited Restricted Stock, together with stock powers
duly executed in blank by the Grantee. From and after the occurrence of
such Forfeiture, and notwithstanding any provision herein to the
contrary including, without limitation, the provisions of Paragraph 1
hereof, the Grantee shall have no rights to or interests in any shares
of the forfeited Restricted Stock (other than the obligation to transfer
and deliver all stock certificates representing all shares of forfeited
Restricted Stock pursuant to this Paragraph 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
A. The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this
Agreement.
B. The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public
distribution thereof in violation of the Securities Act of 1933, as
amended (the "Securities Act").
C. The Grantee understands and agrees that none of the shares of the
Restricted Stock may be offered, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with this
Agreement and the Securities Act pursuant to an effective registration
statement or applicable exemption from the registration requirements of
the Securities Act and applicable state securities or "blue sky" laws,
and then only in accordance with the SEACOR HOLDINGS Insider Trading and
Tipping Policy (the "Insider Trading Policy"). The Grantee further
understands that the Company has no obligation to cause or to refrain
from causing the resale of any of the shares of the Restricted Stock or
any other shares of its capital stock to be registered under the
Securities Act or to comply with any exemption under the Securities Act
which would permit the shares of the Restricted Stock to be sold or
otherwise transferred by the Grantee. The Grantee further understands
that, without approval in writing pursuant to the Insider Trading
Policy, no trade may be executed in any interest or position relating to
the future price of Company securities, such as a put option, call
option, or short sale (which prohibition includes, among other things,
establishing any "collar" or other mechanism for the purpose of
establishing a price).
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7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States post Office
as certified mail, postage prepaid, addressed, as appropriate, if to the
Grantee, at such address as the Company shall maintain for the Grantee in its
personnel records or such other address as he may designate in writing to the
Company, and if to the Company, at 11200 Richmond Avenue, Suite 400, Houston,
Texas 77082, Attention: Corporate Secretary or such other address as the Company
may designate in writing to the Grantee.
8. Withholding. All payments or distributions of Restricted Stock or with
respect thereto shall be net of any amounts required to be withheld pursuant to
applicable federal, national, state and local tax withholding requirements. The
Company may require the Grantee to remit to it an amount sufficient to satisfy
such tax withholding requirements prior to delivery of any certificates for such
Restricted Stock or with respect thereto. In lieu thereof, the Company shall
have the right to withhold the amount of such taxes from any other sums due or
to become due from such corporation to the Grantee as the Company shall
determine. The Company may, in its discretion and subject to such rules as it
may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit the Grantee to pay all or a portion of
the federal, national, state and local withholding taxes arising in connection
with the Restricted Stock or any payments or distributions with respect thereto
by electing to have the Company withhold Common Shares having a Fair Market
Value equal to the amount to be withheld, provided that such withholding shall
only be at rates required by applicable statues or regulations.
9. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
10. Amendment and Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
11. Tenure. The Grantee's right to continue to serve the Company or any of its
subsidiaries as an officer, employee, or otherwise, shall not be enlarged or
otherwise affected by the award hereunder.
12. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
13. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
14. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
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15. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
16. 2007 Share Incentive Plan Controls. This agreement is subject to all terms
and provisions of the SEACOR HOLDINGS Inc. 2007 Share Incentive Plan (the
"Plan"), which are incorporated herein by reference. In the event of any
conflict, the terms and provisions of the Plan shall control over the terms and
provisions of this Agreement. All capitalized terms herein shall have the
meanings given to such terms by the Plan unless otherwise defined herein or
unless the context clearly indicates otherwise.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement
on the date and year first above written.
SEACOR HOLDINGS INC.
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GRANTEE
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