EXHIBIT 10.11(c)
NEW SAC 2001 RESTRICTED SHARE PLAN
RESTRICTED SHARE AGREEMENT
(OTHER EMPLOYEES)
THIS AGREEMENT (the "Agreement"), is made effective as of the __the day
of ________, 2001, (hereinafter called the "Date of Grant"), between New SAC, a
limited company incorporated in the Cayman Islands (the "Company") and
___________________ (the "Participant"):
The Company, pursuant to the New SAC 2001 Restricted Share Plan (the
"Plan") hereby grants to the Participant, _________ ordinary shares, par value
$.0001, of the Company (the "Shares"). The Shares are granted pursuant to the
Plan, and are governed by the terms and conditions of the Plan. All defined
terms used herein, unless specifically defined in this Agreement, have the
meanings assigned to them in the Plan. The Participant agrees to be bound by all
terms and conditions of this Agreement and the Plan, as amended from time to
time.
To be effective, this Restricted Share Agreement must be signed by the
Participant and returned to the General Counsel, within 10 weeks of the date
hereof and the Participant must become a signatory to the Management
Shareholders Agreement dated as of November 22, 2000 among the Company and
certain individuals identified therein.
1. Restrictions on Transfer of Shares. Except as otherwise determined
by the Committee, the Shares cannot be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of (collectively, a "Transfer") during the
Restriction Period. For purposes of this Agreement, the Restriction Period shall
mean, from the Date of Grant until four years following the Date of Grant;
provided, however, that, subject to the Participant's continued employment, the
Restriction Period shall lapse with respect to twenty - five percent (25%) of
the Shares on the first anniversary of the Date of Grant and with respect to
1/48th of the Shares at the end of each month thereafter.
2. Forfeiture of Shares. Except as provided in Section 5 of this
Agreement, if the Participant's employment with the Company shall terminate,
prior to the expiration of the Restriction Period, for any reason, any Shares
with respect to which the Restriction Period has not yet lapsed (the "Restricted
Shares") shall, upon such termination of employment, be forfeited by Participant
to the Company, without the payment of any consideration or further
consideration by the Company, and neither Participant nor any successors, heirs,
assigns, or personal representatives of Participant shall thereafter have any
further rights or interest in the Restricted Shares or under this Agreement, and
Participant's name shall thereupon be deleted from the list of the Company's
shareholders with respect to the Restricted Shares.
3. Voting; Distributions. Regardless of whether the restrictions
imposed by Paragraph 1 hereof have lapsed, the Participant shall have the right
to vote the Shares granted hereunder to the extent the Participant is a
shareholder of record on any applicable record date with respect to such Shares.
To the extent that the restrictions imposed by Paragraph 1 have not lapsed with
respect to Shares, distributions (other than tax distributions), whether in
cash, securities or other property, with respect to such Shares shall be held by
the Company and distributed when the restrictions lapse.
4. No Right to Employment. The execution and delivery of this Agreement
and the granting of Shares hereunder shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the Company or
its affiliates to employ the Participant for any specific period or in any
particular capacity and shall not prevent the Company or its affiliates from
terminating the Participant's employment at any time with or without cause.
5. Change in Control. (a) In the event that a Participant is terminated
without Cause within two (2) years following a Change in Control, the
Restriction Period shall lapse with respect to the Restricted Shares and the
Restricted Shares shall thereby be free of such restrictions. If the successor
entity in the Change in Control does not assume the Restricted Shares,
substitute shares of its capital stock with restrictions substantially
equivalent to those in effect for the Restricted Shares immediately prior to the
Change in Control or otherwise continue the Restricted Shares in effect
following the Change in Control, then the Restriction Period shall lapse with
respect to such Restricted Shares immediately prior to the Change in Control.
(b) For purposes of this Agreement "Cause" shall mean (i) the
Participant's continued failure substantially to perform the material duties of
his office (other than as a result of total or partial incapacity due to
physical or mental illness), (ii) the embezzlement or theft by the Participant
of the Company's property, (iii) the commission of any act or acts on the
Participant' s part resulting in the conviction of such Participant of a felony
under the laws of the United States or any state, (iv) the Participant's willful
malfeasance or willful misconduct in connection with the Participant's duties to
the Company or any other act or omission which is materially injurious to the
financial condition or business reputation of the Company or any of its
subsidiaries or affiliates, or (v) a material breach by the Participant of the
material terms of his employment agreement, the Management Shareholders
Agreement or any non-compete, non-solicitation or confidentiality provisions to
which the Participant is subject. However, no termination shall be deemed for
Cause under clause (i), (iv) or (v) unless the Participant is first given
written notice by the Company of the specific acts or omissions which the
Company deems constitute grounds for a termination for Cause and is provided
with at least 30 days after such notice to cure the specified deficiency.
6. Application of Laws. The granting of Shares hereunder shall be
subject to all applicable laws, rules and regulations and to such approvals of
any governmental agencies as may be required, in particular the laws of the
Cayman Islands.
7. Taxes. Any taxes required by federal, state or local laws to be
withheld by the Company shall be paid to the Company by the Participant by the
time such taxes are required to be paid or deposited by the Company.
8. Notices. Any notices required to be given hereunder to the Company
shall be addressed to New SAC, Attention: General Counsel, and any notice
required to be given hereunder to the Participant shall be sent to the
Participant's address as shown on the records of the Company.
9. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the
conflict of laws provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
NEW SAC
By _____________________
Name:
Title:
Agreed and acknowledged as of the date first above written:
_______________________________