EXHIBIT 10.3
(INSITUFORM TECHNOLOGIES, INC. LOGO) Date of Grant:
Employee:
SSN:
No. of Shares:
FORM OF RESTRICTED STOCK AGREEMENT FOR EXECUTIVES
This Agreement will certify that the employee named above ("you") is awarded the
number of restricted shares of Class A common stock, par value $0.01 per share
("Common Stock"), of Insituform Technologies, Inc. (the "Company"), designated
above pursuant to the 2001 Employee Equity Incentive Plan (the "Plan") and the
Insituform Technologies, Inc. Long-Term Incentive Plan (the "LTIP"), subject to
the terms, conditions and restrictions in the Plan, the LTIP and those set forth
below. Any capitalized, but undefined, term used in this Agreement shall have
the meaning ascribed to it in the Plan or the LTIP, as applicable. Your
acceptance of this award acknowledges your agreement to all the terms,
conditions and restrictions contained in this Agreement.
By:
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TERMS, CONDITIONS AND RESTRICTIONS
1. GRANT OF RESTRICTED STOCK. Subject to the terms and conditions contained in
this Agreement, the Plan and the LTIP, the Company hereby grants to you the
number of shares of restricted Common Stock designated above (the "Restricted
Stock"). The time between the Date of Grant and the lapse of all forfeiture
restrictions (including the Performance Restrictions and Service Restrictions,
defined below) shall be referred to as the "Restricted Period."
2. PERFORMANCE RESTRICTIONS. In addition to the Service Restrictions, you shall
return to the Company, for no consideration from the Company, all of the shares
of Restricted Stock awarded under this Agreement, within thirty days following
notification to you by the Compensation Committee that the performance goals, if
any, established under the LTIP as a condition to the award of the Restricted
Stock are not satisfied in full in accordance with the terms and conditions of
the LTIP (the "Performance Restrictions"). The Performance Restrictions shall
lapse upon certification by the Compensation Committee that the performance
goals, if any, established under the LTIP as a condition to the vesting of such
Restricted Stock are satisfied in full.
3. SERVICE RESTRICTIONS. Except as otherwise provided in this Agreement, you
shall return to the Company within thirty days following your termination of
employment for any reason, for no consideration from the Company, all of the
shares of Restricted Stock awarded under this Agreement as to which the
restrictions provided in Section 4 shall not have lapsed as of your termination
of employment (the "Service Restrictions").
4. LAPSE OF SERVICE RESTRICTIONS. The Service Restrictions on your Restricted
Stock shall lapse (i.e., the Restricted Stock shall vest) upon the first to
occur of any of the following events:
o the third anniversary of the Date of Grant;
o your death;
o your attainment of age 65;
o the termination of your employment as a result of your disability
(pursuant to the terms of any employee disability benefit plan maintained
by the Company) before such third anniversary of the Date of Grant;
o a Change in Control; or
o upon the involuntary termination of your employment without "cause" (as
defined below) at least 18 months after the Date of Grant and before the
third anniversary of the Date of Grant; provided, however, the Service
Restrictions on only a percentage of the Restricted Stock awarded to you
shall lapse, which percentage shall be determined by dividing (i) the
number of whole months of your employment with the Company in the period
beginning on the Date of Grant and ending on such termination of your
employment by (ii) thirty-six (36).
For purposes of this Agreement, termination of your employment shall occur only
when you are no longer an employee of the Company and are no longer a director
of the Company.
For purposes of this Agreement, "cause" shall mean any of:
(i) breaching any employment, confidentiality, noncompete, nonsolicitation or
other agreement with the Company, any written company policy relating to
compliance with laws (during employment) or any general undertaking or
legal obligation to the Company;
(ii) causing, inducing, requesting or advising, or attempting to cause, induce,
request or advise, any employee, representative, consultant or other
similar person to terminate his/her relationship, or breach any agreement,
with the Company; or
(iii) causing, inducing, requesting or advising, or attempting to cause, induce,
request or advise, any customer, supplier or other Company business
contact to withdraw, curtail or cancel their business with the Company.
For purposes of this Agreement, a "Change in Control" shall mean:
(i) the acquisition by any "person" or "group" (as defined pursuant to Section
13(d) under the Securities Exchange
Act of 1934) of "beneficial ownership" (as defined in Rule 13d-3 under
said Act) of in excess of 20% of the combined voting power of the
outstanding voting securities (the "Voting Securities") of the Company
entitled to vote generally in the election of directors; and/or
(ii) the replacement of 50% or more of the members of the Company's Board of
Directors (excluding, for purposes of such calculation, the Chairman of
the Board) over a one-year period from the directors who constituted such
Board at the beginning of such period, where such replacement shall not
have been approved by a vote including at least a majority of the
directors who were members of the Board at the beginning of such one-year
period or whose election as members of the Board was previously so
approved; and/or
(iii) consummation of a merger, statutory share exchange or consolidation
involving the Company or sale or other disposition of all or substantially
all of the assets of the Company, unless following such transaction: (x)
all or substantially all of the individuals and entities who were the
"beneficial owners" (as hereinabove defined), respectively, of the
outstanding Voting Securities immediately prior to such transaction
"beneficially owned", directly or indirectly, more than 20% of the
combined voting power of the then outstanding Voting Securities of the
corporation resulting from such transaction in substantially the same
proportion as their ownership immediately prior to such transaction of the
outstanding Voting Securities of the Company, (y) no "person" or "group"
(as hereinabove defined) "beneficially owns", directly or indirectly, 20%
or more of the combined voting power of the then outstanding Voting
Securities of such corporation except to the extent that such ownership
existed prior to such transaction and (z) at least a majority of the
members of the board of directors resulting from such transaction were
members of the Company's Board of Directors immediately prior to such
transaction or were nominated by at least a majority of the members of the
Company's Board of Directors at the time of the execution of the initial
agreement for such transaction, or by the action of the Company's Board of
Directors providing for such transaction; and/or
(iv) approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
5. LIMITATION ON TRANSFER. Prior to the end of the Restricted Period, shares of
Restricted Stock shall not be transferable under any circumstances and no
transfer of your rights with respect to such shares, whether voluntary or
involuntary, by operation of law or otherwise, shall vest in you any interest or
right in or with respect to such shares, but immediately upon any attempt to
transfer such shares, such shares, and all of the rights related thereto, shall
be forfeited and the transfer shall be of no force or effect.
6. SHAREHOLDER RIGHTS. Except for the restrictions and limitation on transfer
described in this Agreement, you shall have, with respect to your Restricted
Stock, all of the rights of a stockholder of the Company, including the right to
vote the Restricted Stock and the right to receive any cash dividends. Stock
dividends issued with respect to Restricted Stock shall be treated as additional
shares under this Agreement and shall be subject to the same restrictions and
other terms and conditions that apply to the Restricted Stock with respect to
which such dividends are issued.
7. ISSUANCE OF CERTIFICATE. As soon as practicable following the lapse of all
forfeiture restrictions with respect to any shares of Restricted Stock, such
shares shall be transferred to you in the name of a nominee in an account for
you or, at your request, in the form of a certificate. Except for dividends, if
any, payable to stockholders generally, you have no right to receive any payment
in cash from the Company or an Affiliate with respect to the Restricted Stock,
either before or after such shares vest.
The Company may register shares of Restricted Stock with respect to which the
Restricted Period shall not have lapsed in the name of a nominee or hold such
shares in any custodial arrangement.
8. LEGEND. Any certificate representing the shares of Restricted Stock subject
to this Agreement shall bear a legend referring to this Agreement and the fact
that such shares are nontransferable and are subject to the restrictions
hereunder until such restrictions have lapsed and the legend has been removed.
Such legend shall read as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RESTRICTION ON TRANSFER AND THE RISK OF FORFEITURE TO THE COMPANY AS
PROVIDED IN A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE
REGISTERED OWNER OF THESE SECURITIES, A COPY OF WHICH IS ON FILE WITH THE
ISSUER.
Shares of Common Stock awarded hereunder shall not be transferable by you until
after an unlegended certificate has been issued to you as provided in Section 7
with respect to such shares.
9. TAXES. The Administrator may withhold delivery of certificates for shares of
Restricted Stock until you make satisfactory arrangements to pay any
withholding, transfer or other taxes due with respect to the transfer or vesting
of such shares. The Company also shall withhold from dividends any amount
required to be withheld by any governmental entity.
10. ADJUSTMENTS. The Administrator may make such adjustments in the number or
kind of shares of Restricted Stock covered by this Agreement as may be required
to prevent dilution or enlargement of your rights that would otherwise result
from any stock split, stock dividend, reorganization, recapitalization, sale,
consolidation, issuance of stock rights or warrants or any similar event.
11. INTERPRETATIONS BINDING. The interpretations and determinations of the
Administrator are binding and conclusive.
12. NO RIGHT TO CONTINUE AS AN EMPLOYEE; NO RIGHT TO FURTHER GRANTS. This
Agreement does not give you any right to continue as an employee of the Company
for any period of time or at any rate of compensation, nor does it interfere
with the Company's right to determine the terms of your employment. A grant of
Restricted Stock is within the discretion of the Administrator, and does not
entitle you to any further grants of Restricted Stock.