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EXHIBIT 10.15
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----------,
19--, by and between TransTechnology Corporation, a Delaware corporation (the
"Company"), and the undersigned participant in the Company's 1992 Long Term
Incentive Plan (the "Participant").
R E C I T A L S
A. Pursuant to the Company's 1992 Long Term Incentive Plan (the
"Plan"), the Compensation and Incentives 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:
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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 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 cancelled, and all right, title and
interests 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:
2.
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(a) If the Participant so ceases to be such an employee on or
after ---------, 19-- (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 cancelled;
(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 cancelled;
(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 cancelled; 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
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awarded pursuant to this Agreement shall be forfeited or cancelled.
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
4.
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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 cancelled.
3. Forfeiture Procedures. If, pursuant to Sections 2 or 7 of this
Agreement, any shares of Restricted Stock are forfeited and cancelled, such
forfeiture and cancellation shall be documented pursuant to the appropriate one
of the following procedures:
(a) If a certificate or certificates representing the number of
shares of Restricted Stock so forfeited and cancelled 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 the appropriate officer of the Company) with
information as to the number of shares so forfeited and cancelled and, if the
certificates evidence a number of shares greater than the amount to be so
cancelled, with instructions that a certificate representing the shares not so
cancelled be issued in the name of
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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 cancelled and the
Company does not have in its possession a certificate or certificates
representing the shares so forfeited and cancelled, 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 cancelled 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
6.
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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 cancelled pursuant to such provisions.
8.
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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 cancelled, without
payment by the Company of any consideration therefor and without any notice,
demand, period of time or legal or administrative proceeding.
9.
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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 cancelled pursuant to Sections 2 or 7 of this Agreement.
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."
10.
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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,
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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 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
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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
By:
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Its:
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PARTICIPANT:
Name:
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[Type or print]
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[Signature]
Address:
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