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EXHIBIT 10.28
Participant:
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No. of Shares:
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TRANSTECHNOLOGY CORPORATION
Restricted Stock Award Agreement
This Agreement is entered into as of this ______ day of _____, _____, by
and between TransTechnology Corporation, a Delaware corporation (the "Company"),
and the undersigned participant in the Company's 1999 Long Term Incentive Plan
(the "Participant").
R E C I T A L S
A. Pursuant to the Company's 1999 Long Term Incentive Plan (the
"Plan"), the Incentives and Compensation Committee of the Company
(the "Committee") has authorized an award to Participant of shares
of the Company's Common Stock, par value $.01 per share (the
"Restricted Stock").
B. Pursuant to the Plan, the Committee has determined that the
Restricted Stock to be so awarded shall be issued subject to
certain conditions and restrictions, which conditions and
restrictions are set forth in this Agreement.
THEREFORE, in consideration of the covenants herein set forth, the
parties agree as follows:
1. Award; Acceptance of Award. Subject to the terms and conditions
contained herein, the Company shall issue to Participant, as an
award pursuant to the Plan and without payment by Participant of
any consideration therefor, ______ shares of Restricted Stock, and
Participant hereby accepts such award.
2. Forfeiture of Restricted Stock Upon Termination of Employment. In
the event that Participant ceases to be a full-time employee of
the Company or any corporation a majority of the voting stock of
which is owned directly or indirectly by the Company (a
"Subsidiary") for any reason whatsoever (including without
limitation by reason of the termination of such employment by the
Company or a Subsidiary with or without cause, by reason of
disability, death or retirement or by reason of Participant
leaving the employ of the Company or a Subsidiary voluntarily),
then a portion (determined as hereinafter set forth) of the shares
of Restricted Stock awarded pursuant to this Agreement shall
thereupon automatically, and without further notice, demand,
period of time or legal or administrative proceeding, be forfeited
and canceled, and all right, title and interest therein of
Participant shall terminate and expire, without payment by the
Company or any Subsidiary of any consideration therefor and
without any liability on the part of the Company or any
Subsidiary. Such forfeiture provisions shall apply as follows:
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(a) If the Participant so ceases to be such an employee on or
after___________, ______ (the "Award Date") but prior to
that date which occurs one year thereafter (the "First
Anniversary Date"), 100% of the total number of shares of
Restricted Stock awarded pursuant to this Agreement shall
be so forfeited and canceled;
(b) If the Participant so ceases to be such an employee on or
after the First Anniversary Date but prior to that date
which occurs two years after the Award Date (the "Second
Anniversary Date"), then 66-2/3% of the total number of
shares of Restricted Stock awarded pursuant to this
Agreement shall be so forfeited and canceled;
(c) If the Participant so ceases to be such an employee on or
after the Second Anniversary Date but prior to that date
which occurs three years after the Award Date (the "Third
Anniversary Date"), then 33-1/3% of the total number of
shares of Restricted Stock awarded pursuant to this
Agreement shall be so forfeited and canceled; and
(d) If the Participant remains a continuous full-time employee
of the Company or a Subsidiary until the Third Anniversary
Date, then none of the shares of Restricted Stock awarded
pursuant to this Agreement shall be forfeited or canceled.
For purposes of the foregoing, the Participant shall not lose his
or her status as a full-time employee of the Company or a
Subsidiary by reason of time away from such employment as a result
of authorized vacation, authorized leave of absence, and leave by
reason of sickness or disability of not longer than three
consecutive months (or such longer period as the Committee may
specifically permit, in its sole discretion, in any particular
instance upon written request by the Participant to do so).
Notwithstanding the foregoing, the Participant may elect to extend
the period during which shares of Restricted Stock are subject to
forfeiture and cancellation (the "Restriction Period") as follows.
If the Participant desires to extend the Restriction Period, the
Participant shall deliver to the Company a written request that
the Restriction Period be extended for a specified period or until
a specified event. Such election shall be subject in each case to
the Committee's approval and to such terms as are determined by
the Committee, all in its sole discretion. The Committee shall
notify the Participant of its approval and such terms as have been
determined by the Committee, or of its disapproval (as the case
may be), within 30 days of its receipt of the Participant's
written request to extend the Restriction Period. Subject to any
exceptions adopted by the Committee, each request must generally
be made at least twelve months prior to the applicable date, set
forth above in this Section 2, upon which shares of Restricted
Stock may no longer be forfeited or canceled.
3. Forfeiture Procedures. If, pursuant to Sections 2 or 7 of this
Agreement, any shares of Restricted Stock are forfeited and
canceled, such forfeiture and cancellation shall be documented
pursuant to the appropriate one of the following procedures:
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(a) If a certificate or certificates representing the number of
shares of Restricted Stock so forfeited and canceled are in
the possession of the Company pursuant to Section 4 hereof,
then the officer of the Company having custody of such
certificate shall, forthwith upon the occurrence of the
event resulting in such forfeiture and cancellation,
transmit such certificates to the Company's transfer agent
and registrar (or, if the Company has no such transfer
agent or registrar, then to the appropriate officer of the
Company) with information as to the number of shares so
forfeited and canceled and, if the certificates evidence a
number of shares greater than the amount to be so canceled,
with instructions that a certificate representing the
shares not so canceled be issued in the name of the
Participant; and
(b) If, pursuant to the provisions of Sections 2 or 7 of this
Agreement, any shares of Restricted Stock are forfeited and
canceled and the Company does not have in its possession a
certificate or certificates representing the shares so
forfeited and canceled, then the Participant shall, upon
written demand from the Company, furnish to the Company a
certificate duly endorsed and assigned to the Company
representing the number of shares of Restricted Stock so
forfeited and canceled and, upon its receipt thereof, the
Company shall follow the procedures indicated in the
preceding paragraph.
The Participant agrees to provide the Company, upon its request
therefor, with one or more stock assignments separate from
certificate, executed by the Participant without completing the
information as to share amount transferred or name of transferee,
and with such other and further instruments of assignment or other
documents which may be reasonably required in order to implement
the forfeiture and cancellation provisions of Sections 2 and 7 of
this Agreement.
4. Issuance of Restricted Stock; Retention of Certificate by Company.
Within a reasonable time after the execution of this Agreement by
the Company and the Participant, the Company shall issue, in the
name of the Participant as the registered holder thereof,
certificates representing, in the aggregate, the number of shares
of Restricted Stock awarded pursuant to Section 1 hereof. At the
time of such issuance and at all times thereafter, the Company
shall deliver to Participant, upon the Participant's request, one
or more certificates (in such denominations as the Participant may
direct) representing in the aggregate a number of shares of Common
Stock which does not at any time exceed the number of shares not
subject to forfeiture and cancellation under Section 2 hereof.
Certificates representing the remaining shares of Restricted Stock
awarded hereunder (which shares are subject to possible forfeiture
and cancellation pursuant to Section 2 hereof) shall be retained
in the custody of the Secretary or any Assistant Secretary of the
Company (or any other officer of the Company designated by the
Board of Directors of the Company) for the purpose of implementing
the forfeiture and cancellation provisions of this Agreement.
5. Stock Splits, Stock Dividends, Mergers and Reorganizations. If, at
any time or from time to time when there are shares of Restricted
Stock subject to forfeiture and cancellation under Section 2
hereof:
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(a) There is any stock dividend or liquidating dividend of cash
and/or property, stock split or other change in the
character or amount of any of the outstanding securities of
the Company; or
(b) There is any consolidation, merger or sale of all, or
substantially all, of the assets of the Company; then, in
such event, any and all new, substituted or additional
securities or other property to which the Participant is
entitled by reason of his or her ownership of the shares of
Restricted Stock which are so subject to forfeiture and
cancellation shall be immediately and similarly subject to
such forfeiture and shall be included in the words and
treated as "Restricted Stock" for all purposes of such
forfeiture provisions and all other terms and conditions
hereof with the same force and effect as the original
shares of Restricted Stock subject to such forfeiture
provisions.
Notwithstanding the above, upon the dissolution or liquidation of
the Company or upon any reorganization, merger or consolidation in
which the Company does not survive, the forfeiture and
cancellation provisions of Section 2 shall terminate as to any
shares of Restricted Stock not previously forfeited and canceled
pursuant to such provisions.
6. Indemnification of Company. The Participant hereby agrees to
indemnify the Company and to hold the Company harmless from and
against any loss, liability, cost or expense, including attorneys'
fees and expenses, which the Company may incur or to which the
Company may be subject by any reason of or based upon the fact
that the Company has custody of any certificates representing
Restricted Stock retained in accordance with Section 4 hereof and
that such stock, or any right, title or interest therein, may
become involved in any legal, administrative or arbitration
proceeding.
7. Transfer or Hypothecation of Stock. The Participant agrees that he
or she will not transfer, sell, pledge, assign or in any other way
hypothecate, alienate or dispose of any shares of Restricted Stock
awarded under this Agreement so long as such shares are subject to
forfeiture and cancellation under Section 2 hereof. It is agreed
that if the Participant does, or attempts to do, or suffers any of
such prohibited acts or events specified in the immediately
preceding sentence, then forthwith upon the occurrence of such act
or event such shares shall be automatically forfeited and
canceled, without payment by the Company of any consideration
therefor and without any notice, demand, period of time or legal
or administrative proceeding.
8. Ownership Rights. Subject only to the provisions of this
Agreement, the Participant shall have all of the rights, powers
and privileges of an owner of shares of Common Stock, including
without limitation the right to vote such shares and to receive
non-liquidating cash dividends and non-liquidating distributions
thereon, with respect to shares of Restricted Stock awarded
hereunder notwithstanding that certificates representing any or
all of such shares are retained by the Company pursuant to Section
4 hereof; provided, however, that all such rights shall terminate
automatically with respect to any shares forfeited and canceled
pursuant to Sections 2 or 7 of this Agreement.
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9. Endorsement on Share Certificates. The Participant agrees that the
certificates representing any Restricted Stock subject to the
forfeiture and cancellation provisions of Section 2 may have
endorsed upon them in a conspicuous manner a legend in
substantially the following form:
"The voluntary or involuntary transfer or encumbrance of
the shares represented by this certificate are restricted
by, and such shares are subject to, the provisions of a
certain agreement between the company and the registered
holder hereof (which agreement, among other things,
subjects such shares to possible forfeiture and
cancellation), a copy of which is on file at the principal
office of the company and will be furnished to the holder
of this certificate upon request without charge."
When the forfeiture and cancellation provisions of Section 2
hereof expire or terminate as to any of such shares, the Company
shall, upon the Participant's request and at no charge to the
Participant, exchange the certificates representing the shares
that contain the endorsement provided for herein for new
certificates representing those of the shares as to which such
rights have expired or terminated containing no such endorsement
and certificates containing such endorsement representing the
balance of the shares as to which such rights have not expired or
terminated.
10. No Contract of Employment. The Participant acknowledges and agrees
that this Agreement shall not be construed to give Participant any
right to be retained in the employ of the Company or any
Subsidiary, and that the right and power of the Company or any
Subsidiary to dismiss or discharge the Participant (with or
without cause) is strictly reserved. The Participant recognizes
that, in the event of any such discharge, the forfeiture
provisions of Section 2 hereof shall be fully applicable.
11. Tax Withholding. Participant acknowledges that the Company is
required, and hereby specifically authorizes the Company, to
deduct and withhold from the wages, salary or other income payable
by the Company to Participant from time to time, the requisite
amounts required to be so deducted and withheld for federal, state
or local taxes with respect to the award of Restricted Stock
hereunder. Participant specifically authorizes the Company to
withhold such amounts from time to time, as required by law, in
connection with the termination or expiration of the forfeiture
provisions of Section 2 hereof. Participant agrees that the
Company may, at its election, require Participant to pay to the
Company (for such withholding on behalf of Participant) any
amounts required to be so withheld if such amounts are not
directly withheld from such wages, salary or other income, and in
such event Participant shall forthwith make such payments.
12. Governing Law. This Agreement and the rights and obligations of
the parties hereto shall be governed by and construed in
accordance with the internal substantive laws of the State of
Delaware.
13. Notices. Any notice or other communication required or permitted
hereunder shall be sufficiently given only if delivered personally
or sent by registered or certified mail, postage prepaid, to the
Company at its principal place of business, or to the
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Participant at the address below or any address of Participant
appearing on the Company's stock records, or to such other address
or addresses as shall be furnished in writing in the foregoing
manner by either party to the other party, and shall be deemed to
have been given as of the date so personally delivered or two days
after the date deposited in the United States mail, as the case
may be.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
TRANSTECHNOLOGY CORPORATION
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Name:
Title:
PARTICIPANT
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Name:
Address:
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