EXHIBIT 10.66
RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
AMENDED AND RESTATED
1989 INCENTIVE COMPENSATION PLAN
OF MAGNETEK, INC.
This Restricted Stock Agreement (this "Agreement") is made and
entered into as of the Date of Award indicated below by and between MagneTek,
Inc., a Delaware corporation (the "Company"), and the person named below as
Employee.
WHEREAS, Employee is an employee of the Company and/or one or more of
its subsidiaries; and
WHEREAS, pursuant to the Company's Amended and Restated 1989 Incentive
Compensation Plan (the "Plan"), the committee of the Board of Directors of the
Company administering the Plan (the "Committee") has approved the award to
Employee of the right to purchase shares of the Common Stock, par value $.01 per
share, of the Company (the "Common Stock"), on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Award; Certain Terms and Conditions. The Company hereby awards
to Employee, and Employee hereby accepts, as of the Date of Award, the right to
purchase the number of shares of Common Stock indicated below (the "Restricted
Shares") for the Cash Purchase Price per share indicated below (which shall be
equal to at least $.01). The aggregate Cash Purchase Price must be paid to the
Company on or prior to 5:00 o'clock p.m. (local time at the Company's principal
executive office) on the 60th day following the Date of Award. The Restricted
Shares shall be subject to all of the terms and conditions set forth in this
Agreement, including the restrictions imposed pursuant to Section 3 hereof;
provided, however, that on each anniversary of the Date of Award, such
restrictions shall terminate with respect to that number of Restricted Shares
(rounded to the nearest whole share) equal to the total number of Restricted
Shares multiplied by the Annual Vesting Rate indicated below (the termination of
such restrictions with respect to any Restricted Share, for any reason, shall be
referred to herein as the "vesting" of such share).
Employee: Ronald W. Mathewson
Date of Award: July 27, 1994
Number of shares purchasable:20,000
Cash Purchase Price per share:$.01
Annual Vesting Rate: 25%
2. Consideration for Shares; Method of Payment.
(a) The consideration for the issuance and sale of Restricted Shares
contemplated hereby may include, in addition to the Cash Purchase Price per
share indicated in Section 1 hereof, consideration in the form of past services
to the Company and/or one or more of its subsidiaries. In addition, subject to
Section 11 hereof, Employer agrees to remain in the employ of the Company, a
Parent Corporation or Subsidiary, at least until the first anniversary of the
Date of Award.
(b) Subject to Section 2(a), the aggregate Cash Purchase Price must
be paid to the Company in cash or by check payable to the Company. Upon payment
to the Company in full of the aggregate Cash Purchase Price as provided herein
on or prior to 5:00 o'clock p.m. (local time at the Company's principal
executive office) on the 60th day following the Date of Award, Employee shall be
deemed to have purchased the Restricted Shares effective as of the Date of
Award.
3. Restrictions. Until a Restricted Share vests, it shall not be
liable for the debts, contracts or engagements of Employee or successors in
interest nor subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that nothing in this Section 3 shall prevent transfers by
will or by the applicable laws of descent and distribution, but without limiting
the operation of the other provisions of this Agreement, including Section 5.
4. Acceleration of Vesting.
(a) Acceleration of Vesting by Committee. The Committee, in its sole
discretion, may accelerate the vesting of any or all of the Restricted Shares at
any time and for any reason.
(b) Certain Events Causing Acceleration of Vesting. Notwithstanding
anything to the contrary in this Agreement, the Restricted Shares shall become
fully vested immediately prior to the consummation of any of the following
events:
(i) the liquidation of the Company;
(ii) a merger or consolidation of the Company with or into
another corporation not effected solely to reincorporate the Company in a
different state;
(iii) the acquisition by another corporation or person of 40%
or more of the Company's then outstanding voting stock not effected solely to
reincorporate the Company in a different state; or
(iv) the acquisition by another corporation or person of all or
substantially all of the Company's assets.
(c) Acceleration Upon Normal Retirement, Etc. Notwithstanding
anything to the contrary in this Agreement, the Restricted Shares shall become
fully vested immediately upon the Employee's normal retirement, death, total
disability or early retirement with the consent of the Committee.
5. Repurchase of Restricted Shares. Notwithstanding anything to the
contrary in this Agreement, if Employee shall cease to be employed by the
Company, a Parent Corporation or a Subsidiary for any reason other than
Employee's normal retirement, death, total disability or early retirement with
the consent of the Committee, or for no reason, then, unless the Committee shall
determine otherwise, the Company shall repurchase each then unvested Restricted
Share at a purchase price equal to the Cash Purchase Price per share.
6. Payment of Withholding Taxes. If the Company becomes obligated to
withhold an amount on account of any federal, state or local tax imposed as a
result of the sale of the Restricted Shares to Employee pursuant to this
Agreement or the termination of the restrictions imposed upon the Restricted
Shares hereunder, including, without limitation, any federal, state or other
income tax, or any F.I.C.A., state disability insurance tax or other employment
tax (the date upon which the Company becomes so obligated shall be referred to
herein as the "Withholding Date"), then Employee shall pay such amount (the
"Withholding Liability") to the Company on the Withholding Date in cash or by
check payable to the Company. Employee hereby consents to the Company
withholding the full amount of the Withholding Liability from any compensation
or other amounts otherwise payable to Employee if Employee does not pay the
Withholding Liability to the Company on the Withholding Date, and Employee
agrees that the withholding and payment of any such amount by the Company to the
relevant taxing authority shall constitute full satisfaction of the Company's
obligation to pay such compensation or other amounts to Employee.
7. Taxable Income and Section 83(b) Election. Employee understands
that the taxable income recognized by Employee as a result of the award of
Restricted Shares hereunder, and the Withholding Liability and Withholding Date
with respect thereto, would be affected by a decision by Employee to make an
election under Section 83(b) of the Internal Revenue Code (an "83(b) Election")
with respect to the Restricted Shares within 30 days of the Date of Award.
Employee understands and
agrees that he or she will have the sole responsibility for determining whether
to make an 83(b) Election with respect to the Restricted Shares, and for
properly making such election and filing the election with the relevant taxing
authorities on a timely basis. Employee will not rely on the Company for any
advice in connection with the decision whether to make, or procedures for
making, the 83(b) Election, and acknowledges that the Company has urged Employee
to consult Employee's own tax advisor with respect to the desirability of and
procedures for making an 83(b) Election with respect to the Restricted Shares.
Employee agrees to submit to the Company a copy of any 83(b) Election with
respect to the Restricted Shares immediately upon filing such election with the
relevant taxing authority.
8. Escrow.
(a) Until a Restricted Share vests, (i) the record address of the
holder of record of such Restricted Share shall be c/o the Secretary of the
Company at the address of the Company's principal executive office, (ii) the
stock certificate representing such Restricted Share shall be held in escrow in
the custody of the Secretary of the Company, duly endorsed in blank or
accompanied by a duly executed stock powers, and (iii) such stock certificate
shall contain the following legend:
"THE TRANSFER AND REGISTRATION OF TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AS
PROVIDED IN A RESTRICTED STOCK AGREEMENT DATED AS OF JULY 27, 1994 BY
AND BETWEEN THE CORPORATION AND RONALD W. MATHEWSON."
(b) From and after the date upon which a Restricted Share vests, the
holder of record of such Restricted Share shall be entitled (provided that
Employee shall have paid the Withholding Liability to the Company pursuant to
Section 6 hereof) to receive the stock certificate representing such Restricted
Share, which stock certificate shall not contain the legend set forth in
subsection (a)(iii) above.
9. Voting; Dividends. The holder of record of any Restricted Share
shall be entitled to exercise all voting rights with respect to such share and
to receive all dividends or distributions paid or made with respect thereto.
10. Plan. The Restricted Shares are being sold pursuant to the Plan,
as in effect on the Date of Award, and are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time; provided,
however, that no such amendment shall deprive Employee, without his or her
consent, of the Restricted Shares or of any of Employee's rights under this
Agreement. Capitalized terms used without definition herein have the meanings
ascribed to them in the Plan. The interpretation and construction by the
Committee of the Plan, this Agreement and such rules and regulations as may be
adopted by the Committee for the purpose of
administering the Plan shall be final and binding upon Employee. Until the
Restricted Shares shall vest or be forfeited, the Company shall, upon written
request therefor, send a copy of the Plan, in its then current form, to the
holder of record of the Restricted Shares.
11. Employment Rights. No provision of this Agreement shall (a)
confer upon Employee any right to continue in the employ of the Company, a
Parent Corporation or any Subsidiary, (b) affect the right of the Company, a
Parent Corporation or any Subsidiary to terminate the employment of Employee,
with or without cause, or (c) confer upon Employee any right to participate in
any employee welfare or benefit plan or other program of the Company, a Parent
Corporation or any Subsidiary other than the Plan. Employee hereby acknowledges
and agrees that the Company, a Parent Corporation or any Subsidiary may
terminate the employment of Employee at any time and for any reason, or for no
reason, unless Employee and the Company or a Parent Corporation or a Subsidiary
are parties to a written employment agreement that expressly provides otherwise.
12. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the Company and Employee have duly executed
this Agreement as of the Date of Award.
MAGNETEK, INC.
By:
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Name:
Title:
EMPLOYEE
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Signature
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Street Address
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City, State and Zip Code
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Social Security Number