EXHIBIT 10.22
Exhibit G
RESTRICTED STOCK AGREEMENT UNDER
REMOTE DYNAMICS, INC.
2004 MANAGEMENT INCENTIVE PLAN
THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of July 2, 2004,
between Remote Dynamics, Inc., a Delaware corporation (the "Company"), and
DENNIS R. CASEY, an individual residing 912 Peakcock Station, McLean, VA 22102
("Executive").
RECITALS:
The Company has adopted the Remote Dynamics, Inc. 2004 Management
Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit A,
and all of the terms and provisions of which are incorporated herein by
reference and made a part hereof. All capitalized terms used but not defined in
this Agreement have the meanings set forth in the Plan.
The Company has determined that it would be in the best interests of the
Company and its shareholders to make the grant of stock provided for herein to
the Executive to recognize the Executive's value to the Company via the award of
a proprietary interest in the future of the Company.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. GRANT OF RESTRICTED STOCK. The Company hereby grants to the Executive, on
the terms and conditions hereinafter set forth 150,000 shares of Common
Stock, $0.01 par value per share, of the Company (the ------- "Restricted
Stock").
2. EFFECTIVE DATE AND VESTING.
A. The Effective Date of the grant of Restricted Stock shall be July 2,
2004.
B. One third of the shares of Restricted Stock granted to the Executive
hereunder, subject to the other terms and conditions set forth
herein, shall become vested on the attainment of each of the
performance criteria listed on the attached Exhibit B (the "Vesting
Dates").
C. Upon the death (other than by suicide) or Permanent Disability of
Executive, fifty percent (50%) of the Restricted Stock not yet
vested at the time of death or Permanent Disability shall vest as of
the date of death or Permanent Disability; provided that, if it is
no longer possible to earn any portion of such unvested Restricted
Stock, then Executive shall not be entitled to receive such portion
of the fifty percent (50%) of the Restricted Stock that is no longer
possible to become vested.
D. Upon Company's termination of employment of Executive for Cause, any
shares of Restricted Stock that have not vested shall be forfeited
to the Company without consideration.
E. If the employment of an Executive with the Company is terminated by
the Company not for Cause, fifty percent (50%) of the Restricted
Stock not yet vested at the time of termination shall vest as of the
date of termination; provided that, if it is no longer possible to
earn such unvested Restricted Stock, then Executive shall not be
entitled to receive fifty percent (50%) of the Restricted Stock that
is no longer possible to become vested.
F. In the event of an Executive's Resignation for Good Reason, fifty
percent (50%) of the Restricted Stock not yet vested at the time of
resignation shall vest as of the date of resignation; provided that,
if it is no longer possible to earn such unvested Restricted Stock,
then Executive shall not be entitled to receive fifty percent (50%)
of the Restricted Stock that is no longer possible to become vested.
G. Upon the Executive's voluntary termination of employment not on
account of death, Permanent Disability, or Resignation for Good
Reason, any shares of Restricted Stock that have not vested shall be
forfeited to the Company without consideration.
3. RETENTION OF CERTIFICATES. All original certificates evidencing shares of
Restricted Stock shall be held by the Company for the benefit of the
Executive until the transfer of such shares are no longer subject to the
restrictions set out in the Plan and this Agreement.
4. TAX ELECTION. Within 30 days after the date of this Agreement, Executive
may make an election with the Internal Revenue Service under Section 83(b)
of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.
5. EMPLOYMENT OF EXECUTIVE. As an inducement to the Company to issue the
Restricted Stock to Executive, and as a condition thereto, the Executive
acknowledges and agrees that neither the issuance of the Restricted Stock
to Executive nor any provision contained herein shall entitle Executive to
remain in the employment of the Company or its affiliates or affect the
right of the Company to terminate Executive's employment at any time.
6. RESTRICTIONS ON TRANSFER.
A. Executive shall not sell, transfer, assign, pledge or otherwise
dispose of any interest in any Restricted Stock or his or her rights
under this Agreement before the Vesting Date.
B. Under no circumstances shall any sale or other transfer of any
shares of Restricted Stock be valid unless and until the shares
proposed to be sold or transferred are fully vested.
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7. NOTICES; DELIVERIES. Any notice or delivery required to be given under the
terms of this Agreement shall be addressed to the Company at its principal
office, and any notice or delivery to be given to the Executive shall be
addressed to him or her at the address given by him or her beneath his or
her signature hereto or such other address as either party hereto may
hereafter designate in writing to the other. Any such notice or delivery
shall be deemed to have been duly given when addressed as aforesaid,
registered or certified mail, and deposited (postage or registration or
certification fee prepaid) in a post office or branch post office
regularly maintained by the United States.
8. DISPUTES. As a condition of the granting of the Restricted Stock hereby,
Executive and his or her heirs and successors agree that any dispute or
disagreement that may arise hereunder shall be determined by the Company's
Board of Directors (or, at the Board of Directors' election, the Committee
that administers the Plan, if any), in its sole discretion and judgment.
9. CERTIFICATES.
A. The certificate(s) representing the shares of Restricted Stock
granted hereby will be stamped or otherwise imprinted with the
legend required by the Plan with respect to any applicable
restrictions on the sale or transfer of such shares, and the stock
transfer records of the Company will reflect stop transfer
instructions with respect to such shares.
B. The Company shall retain the certificate(s) representing the shares
of Restricted Stock granted to Executive pursuant to this Agreement
until such time as the vesting restrictions set forth in Section 2
have lapsed or are removed by the Committee. Within a reasonable
time thereafter, the Company will deliver to Executive a new
certificate representing such shares, free of the legend referred to
in paragraph (A) above. The issuance of such certificate shall not
affect any restrictions upon the transferability of such shares
pursuant to applicable law or otherwise.
C. Any stock certificate(s) representing the shares of Restricted Stock
granted hereunder prior to the termination or lapse of the
restrictions on vesting and transfer shall reflect the legend
referred to in paragraph (A) above which shall remain on such
certificate(s) until such time as the vesting and transfer
restrictions have terminated or lapsed or are removed by the
Committee.
10. RESTRICTED STOCK SUBJECT TO PLAN. The Restricted Stock granted hereby is
subject to the Plan. If a conflict exists between any term or provision
contained herein and a term or provision of the Plan, the applicable terms
and provisions of the Plan will govern and prevail.
11. MISCELLANEOUS.
A. Executive hereby agrees that (i) the Company may withhold from
Executive any payment or consideration to be paid to Executive by
the Company, any tax which
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the Company believes is required to be withheld with respect to any
benefit under the Plan or this Restricted Stock Agreement, and (ii)
Executive will make appropriate arrangements with the Company for
satisfaction of any applicable federal, state or local income tax
withholding requirements.
B. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company.
C. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Texas.
D. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which collectively
shall constitute a single instrument.
E. If any one or more of the provisions or parts of a provision
contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect in any
jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or part of a provision of this
Agreement or any other jurisdiction, but this Agreement shall be
reformed and construed in any such jurisdiction as if such invalid
or illegal or unenforceable provision or part of a provision had
never been contained herein and such provision or part shall be
reformed so that it would be valid, legal and enforceable to the
maximum extent permitted in such jurisdiction.
F. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE
AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL
ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE
ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF. THE PARTIES ALSO AGREE THAT THE AAA OPTIONAL RULES FOR
EMERGENCY MEASURES OF PROTECTION SHALL APPLY TO THE PROCEEDINGS. THE
COMPANY AND EXECUTIVE AGREE THAT ALL ARBITRATIONS OCCURRING UNDER
THIS SECTION 11.F. SHALL BE HELD IN DALLAS, TEXAS, TO THE EXCLUSION
OF ANY OTHER JURISDICTION.
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IN WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its authorized officer and
Executive has hereunto set his or her hand as of the date first above written.
REMOTE DYNAMICS, INC.
By: /s/ J. Raymond Bilbao
---------------------------
J. Raymond Bilbao,
Senior Vice President, General Counsel &
Secretary
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EXECUTIVE SIGNATURE PAGE
TO RESTRICTED STOCK AGREEMENT
Executive Name: Dennis R. Casey
Signature: /s/ Dennis R. Casey
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Address: 912 Peakcock Station, McLean, VA 22102
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EXHIBIT A
Attach 2004 Management Incentive Plan Document
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EXHIBIT B
PERFORMANCE CRITERIA
The shares of Restricted Stock shall vest as follows:
- - One Third (1/3) of the Restricted Stock shall vest upon the execution by
Employer of an agreement with the member companies of SBC Communications,
Inc. for the retrofit of SBC's fleet of service vehicles at the
substantially similar volumes and profit margins as set forth in the May
20, 2004 Report to the Official Unsecured Creditors Committee;
- - One Third (1/3) of the Restricted Stock shall vest upon the completion by
Employer of three (3) consecutive fiscal quarters in which Employer
achieved positive EBIDTA within two and one-half (2.5) years of the
effective date of the Executive Employment Agreement; and
- - One Third (1/3) of the Restricted Shares shall vest upon the completion by
Employer of four (4) consecutive fiscal quarters in which Employer
achieved net income within three (3) years of the effective date of the
Executive Employment Agreement.
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