EXHIBIT 10.16
FORM OF
RESTRICTED SHARES SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (this "Agreement") is made as of June 17,
1997, by and between Falcon Building Products, Inc., a Delaware corporation
( the "Company") and ____ (the "Employee").
RECITALS
A. Pursuant to the Falcon Building Products, Inc. 1994 Stock Option
and Restricted Share Plan and one or more Restricted Share Agreements issued
to Employee thereunder (collectively, the "Restricted Shares Documents"), the
Company has issued Employee ______ shares of the Company's Common Stock par
value $.01 per share of which _______ shares have previously vested and been
delivered to Employee and ______ shares have not vested and are currently
subject to restrictions (such unvested shares are hereinafter referred to as
the "Restricted Shares");
B. The Company has entered into an Agreement and Plan of Merger pursuant
to which the Company will merge with another corporation and and in fifty (50)
percent or more of the voting stock of the surviving corporation will be held by
persons other than former stockholders of the corporation (the "Merger"), and
pursuant to which the fair market value of the Common Stock has been determined
to be $17.75 per share;
C. Pursuant to the terms of the Restricted Shares Documents, the
Restricted Shares will vest on the closing date of the Merger; and
D. The Company desires to cancel all of the Employee's rights under the
Restricted Shares Documents in exchange for payment equal to the fair market
value of the Restricted Shares on the date hereof.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the Company and Employee agree as
follows:
1. PAYMENT TO EMPLOYEE. The Company shall pay Employee __________
by check.
2. CANCELLATION OF RIGHTS UNDER THE RESTRICTED SHARES DOCUMENTS. All
rights of the Employee under the Restricted Shares Documents are hereby
terminated.
3. REPRESENTATION AND WARRANTIES.
3.1 Employee represents, warrants and covenants to the Company that:
(1) Employee has not assigned, pledged, transferred or
otherwise disposed of the rights granted pursuant to the Restricted Shares
Documents, or any interest therein, to any other person;
(2) Employee has the full right and power to execute, deliver,
exercise, and perform his obligation under this Agreement, and upon the
execution and delivery hereof, this Agreement will constitute a legal, valid
and binding agreement of Employee, enforceable against him in accordance with
its terms.
3.2 The Company represents and warrants to Employee that the Company
has the full right and power to execute, deliver and perform its obligations
pursuant to this Agreement; and upon execution and delivery hereof, this
Agreement will constitute a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its term.
4. WITHHOLDING. If the Company determines, in its reasonable discretion
that it is obligated to withhold an amount on account of any federal, state or
local tax imposed as a result of the transaction contemplated by this Agreement
including, without limitation, any federal, state or income tax, or any
F.I.C.A., state disability insurance tax or other employment tax, then the
Company may withhold such amount from the amount paid pursuant to Section 1,
hereof, or Employee shall promptly pay such amount to the Company in cash or by
cashier's check payable to the Company.
5. MISCELLANEOUS.
5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties and obligations of the parties hereto shall survive the termination
of the Restricted Shares Documents and payment for the Restricted Shares
hereunder.
5.2 BINDING UPON SUCCESSORS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns.
5.3 COUNTERPARTS. This Agreement may be executed in one or more
identical counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one document. A photocopy of this Agreement
may be used in lieu of an original in any action or proceeding brought to
enforce or construe this Agreement.
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5.4 FURTHER ASSURANCES. The parties shall take such acts and
execute such other documents as the other party may reasonably request to
fulfill the purposes of this Agreement.
IN WITNESS WHEREOF, Employee has executed this Agreement, and the Company
has caused this agreement to be executed by its duly authorized representative;
all as of the date first above written.
EMPLOYEE: COMPANY:
Falcon Building Products, Inc.,
a Delaware Corporation
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RESTRICTED SHARE SETTLEMENT AGREEMENTS RECEIVED
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Holder Number of Payment
Shares Amount
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WILLIAM E. ALLEN 8,250 $146,437.50
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GUS J. ATHAS 2,225 39,493.75
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SAM A. COTTONE 2,225 39,493.75
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PAUL G. FISCHER 8,250 146,437.50
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WILLIAM K. HALL 3,325 59,018.75
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LAWRENCE B. LEE 8,750 155,312.50
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