EXHIBIT 10(b)(4)
GENTEX CORPORATION GRANT AGREEMENT
DATE: ___________________
Name: _______________________
Address: _______________________
_______________________
Dear _____________________:
Pursuant to the terms and conditions of the company's Second Restricted Stock
Plan (the "Plan"), you have been granted a Restricted Stock Award for
____________ shares (the "Option") of stock as outlined below.
Granted to: _______________________
SS # _______________________
Grant Date: ______________________
Options Granted: ____________________
Option Price Per Share: $______________
Vesting Schedule: Restricted Stock Vesting - 5 Yr.
On _______________
By my signature below, I hereby acknowledge receipt of this Option granted on
the date shown above, which has been issued to me under the terms and conditions
of the Plan. I further acknowledge receipt of the copy of the Plan and agreed to
conform to all of the terms and conditions of the Option and the Plan.
Please return one signed copy of this agreement to Victoria Morris.
Signature: ________________________________ Date: ________________
NOTE: If there are any discrepancies in the name or address shown above, please
make the appropriate corrections on this form.
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1. SECOND RESTRICTED STOCK PLAN. All of the defined terms contained in
this Agreement shall have the same meaning as is set forth in the Gentex
Corporation Second Restricted Stock Plan, and this Agreement is subject to the
terms and provisions of that Plan, as amended from time to time. If any
inconsistency exists between the provisions of this Agreement and the Plan, the
Plan shall govern.
2. STOCK GRANT. Effective as of the Grant Date, the Grantee has been
awarded a restricted stock grant for that number of Shares of the Company's
common stock shown on the cover page hereof.
3. RESTRICTION. Between the date hereof and the release date shown on the
cover page hereof, the Shares Awarded shall be subject to the restriction
contained in the following legend, which legend shall be conspicuously placed on
the face of the certificate issued to the Grantee representing the Shares:
The Shares represented by this certificate are subject to restrictions
on transfer as provided in a Second Restricted Stock Plan adopted by
Gentex Corporation and contained in a certain Restricted Stock Agreement
between Gentex Corporation and the record holder of this certificate,
and such Shares are subject to forfeiture and return to Gentex
Corporation upon the happening of certain events specified in the Plan
and the Agreement.
4. FORFEITURE. In the event the employment relationship between the
Company and Grantee terminates during the Restriction Period due to the
Grantee's retirement, death, or disability, the restrictions shall be deemed to
have lapsed with respect to that portion of the Shares which is proportional to
the amount of the Restriction Period which has expired, and if the employment
relationship terminates for any other reason, the Committee administering the
Plan shall determine the extent to which the restrictions shall have lapsed, if
any. In the event of a dissolution or liquidation of the Company, or a merger or
consolidation involving the Company where the Company is not the surviving
corporation, the restrictions shall be deemed to have lapsed with respect to all
Shares. The Grantee's rights with respect to those Shares which are not covered
by lapsed restrictions provided above in this Section 4, shall be forfeited.
5. ADJUSTMENTS. In the event of any recapitalization of the Company, then
the number of Shares shall be appropriately adjusted as provided in the Plan.
6. PROCEDURE ON FORFEITURE. In the event of any forfeiture under this
Agreement, the certificate representing the forfeited Shares should be returned
to the Company immediately on demand. In the event of a failure to comply with
any such demand, the Plan authorizes the Company to bring suit to enforce the
obligation to return forfeited Shares, and to recover any related costs and
expenses, including attorneys' fees.
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7. POST-EMPLOYMENT COMPETITION. In the event the Grantee engages in any
activity competitive to any business of the Company that is being actively
conducted or planned at the time of termination of Grantee's employment with the
Company, prior to the expiration of four (4) years after such termination of
employment, either directly or indirectly, as a proprietor, partner, employee,
officer, director, consultant, or holder of any equity interest in any
competitive corporation or limited liability company (excluding less than five
percent (5%) interest in any publicly traded entity), then Grantee shall forfeit
all economic benefits derived by the Grantee with respect to all restricted
stock grants granted to the Grantee that were outstanding and not vested as of,
or granted after a date, that is four (4) years prior to the date the
competitive activity commenced. Forfeiture of economic benefits shall mean
payment to the Company of an amount equal to the difference between the price
paid by the Grantee for such shares, if any, and the market price for those
shares as of the date the restrictions lapsed with respect to those shares. By
accepting this restricted stock grant, the Grantee agrees that the provisions of
this section shall apply to all restricted stock grants granted to the Grantee
prior to the date hereof under any restricted stock plan sponsored by the
Company.
8. Miscellaneous. This Agreement contains the entire agreement of the
parties with respect to its subject matter, and there are no other terms and
conditions except as expressly set forth in this Agreement and in the Plan. This
Agreement may be amended or modified only by means of a written instrument
signed by an authorized representative of the Company and the Grantee. Grantee's
rights pursuant to this Agreement may not be assigned, in whole or in part,
directly or indirectly, without the prior written consent of an authorized
officer of the Company. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, personal representatives,
successors, and permitted assigns.
544925
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