EXHIBIT 99.2
ALLIED HOLDINGS, INC.
2003 RESTRICTED STOCK AGREEMENT
(U.S. Employees)
THIS 2003 RESTRICTED STOCK AGREEMENT is made as of the ___ day of
August, 2003 (the "Grant Date"), between ALLIED HOLDINGS, INC., a Georgia
corporation ("Allied"), and ______________ (the "Grantee").
W I T N E S S E T H:
WHEREAS, Allied adopted that certain Allied Holdings, Inc. 2003 Stock
Issuance Plan in connection with certain mandated unpaid furloughs in 2003 for
certain employees of Allied and its subsidiaries (the "Plan");
WHEREAS, by the terms of the Plan, shares of Allied's no par value
common stock (the "Shares") shall be issued by the Compensation and Nominating
Committee to each full time salaried employee of Allied and its subsidiaries
employed as of August 1, 2003, other than (i) those employees at the level of
Senior Vice President or above, or (ii) those employees who are subject to a
collective bargaining agreement or otherwise represented by the International
Brotherhood of Teamsters, the United Auto Workers Union, or any other labor
union employees; and
WHEREAS, the Compensation and Nominating Committee has determined to
grant Shares to the Grantee on the terms and conditions hereinafter set forth;
and
WHEREAS, the proper officers of Allied desire to implement the
decision of the Compensation and Nominating Committee,
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions hereinafter set forth, and other good and valuable consideration,
the receipt, adequacy and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. For purposes of this Agreement, the following
terms shall be defined as follows:
"Board" means the Board of Directors of Allied.
"Change of Control" means any of the following events:
(a) The acquisition (other than from Allied) by any
"Person" (as used for purposes of Section 13(d) or 14(d) of the
Exchange Act) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of twenty percent (20%) or
more of the combined voting power of Allied's then outstanding voting
securities; or
(b) The individuals who, as of the date of adoption of
this Plan by the Board, are members of the Board (the "Incumbent
Board"), cease for any reason to constitute at least two-thirds of the
Board; provided, however, that if the election, or nomination for
election by Allied's shareholders, of any new director was approved by
a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Agreement, be considered as a
member of the Incumbent Board; or
(c) Approval by shareholders of Allied of (i) a merger
or consolidation involving Allied if the shareholders of Allied,
immediately before such merger or consolidation do not, as a result of
such merger or consolidation, own, directly or indirectly, more than
seventy percent (70%) of the combined voting power of the then
outstanding voting securities of the corporation resulting from such
merger or consolidation in substantially the same proportion as their
ownership of the combined voting power of the voting securities of
Allied outstanding immediately before such merger or consolidation, or
(ii) a complete liquidation or dissolution of Allied or an agreement
for the sale or other disposition of all or substantially all of the
assets of Allied.
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur pursuant to subsection (a) above, solely because twenty
percent (20%) or more of the combined voting power of Allied's then outstanding
securities is acquired by (i) a trustee or other fiduciary holding securities
under one or more employee benefit plans maintained by Allied or any of its
subsidiaries, or (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the shareholders of Allied in
the same proportion as their ownership of stock in Allied immediately prior to
such acquisition.
"CHANGE IN CAPITALIZATION" means any increase or reduction in the
number of Shares, or any change (including, but not limited to, a change in
value) or exchange of Shares for a different number or kind of shares or other
securities of Allied, by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, spin-off, split-up, issuance of warrants
or rights or debentures, stock dividend, stock split or reverse stock split,
cash dividend, property dividend, combination or exchange of shares, repurchase
of shares, public offering, private placement, change in corporate structure or
otherwise which, in the judgment and sole discretion of the Board, is material
or significant.
"DISABILITY" shall conclusively be deemed to have occurred (a) if
Grantee shall be receiving payments pursuant to a policy of long-term
disability income insurance; or (b) if Grantee shall have no disability income
insurance then in force, then if any insurance company insuring such Grantee's
life shall agree to waive the premiums due on such policy pursuant to a
disability waiver of premium provision in the contract of life insurance; or
(c) if Grantee shall have no disability waiver of premium provision in any
contract of life insurance, then if such Grantee shall be receiving disability
benefits from or through the Social Security Administration; provided, however,
that in the event Grantee's disability shall, otherwise and in good faith, come
into question (and, for purposes of this proviso, "disability" shall mean the
permanent and continuous inability of Grantee to perform substantially all of
the duties being performed
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immediately prior to his or her disability coming into question), and a dispute
shall arise with respect thereto, then Grantee (or his or her personal
representatives) shall appoint a medical doctor, Allied shall appoint a medical
doctor, and said two doctors shall, in turn, appoint a third party medical
doctor who shall examine Grantee to determine the question of disability and
whose determination shall be binding upon Grantee, Allied, and their respective
successors and assigns.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as from time
to time amended.
2. GRANT OF STOCK. Allied hereby grants to Grantee Two Hundred
Fifty (250) whole Shares (the "Restricted Shares") subject to, and in
accordance with, the terms and conditions set forth in this Agreement.
3. FORFEITURE OF STOCK/RESTRICTIONS.
3.1 RESTRICTED PERIOD. Unless otherwise provided in this
Agreement, one hundred percent (100%) of the Restricted Shares shall become
non-forfeitable one year from the Grant Date (the "Restricted Period").
3.2 ACCELERATED VESTING. Notwithstanding the regular
vesting rule specified in Section 3.1 of this Agreement, in the event of a
Change in Control, death of Grantee, or Disability of Grantee, all Restricted
Shares shall become immediately non-forfeitable as of the effective date of such
Change of Control, death or Disability; provided, however, that no Restricted
Shares may vest following termination of Grantee's employment with Allied or one
of its subsidiaries.
3.3 TERMINATION. Notwithstanding anything in this
Agreement to the contrary, if, prior to the termination of the Restricted
Period, Grantee's employment with Allied shall terminate for any reason, this
Agreement shall be terminated, Grantee shall forfeit all rights with respect to
the Restricted Shares, and the book-entry account shall be null, void and of no
effect as of the date Grantee's employment terminates.
3.4 NON-TRANSFERABILITY. Prior to the Restricted Period
with respect to the Restricted Shares, such Restricted Shares shall be
non-transferable and may not be sold, hypothecated or otherwise assigned or
conveyed by Grantee to any party; provided, however, that the rights herein
granted to Grantee may be transferable by will or by the laws of descent and
distribution.
3.5 ADDITIONAL SHARES. Any Shares accruing to the
Restricted Shares as a result of any adjustment under Section 8 of this
Agreement will be subject to the same restrictions and have the same Restricted
Period as the Restricted Shares to which they accrue.
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4. DELIVERY OF SHARES/ WITHHOLDING.
4.1 DELIVERY OF SHARES. The Restricted Shares awarded
pursuant to this Agreement shall be held in a book-entry account for the
Grantee by the transfer agent of Allied and shall be registered in Grantee's
name. Such Restricted Shares shall be subject to the restrictions described in
Section 3 of this Agreement until the Restricted Period, and the book-entry
account evidencing the Restricted Shares shall bear a legend noticing those
restrictions either specifically or by reference to the provisions of this
Agreement. Such Shares, when issued in accordance with this Agreement, shall be
deemed to be fully paid and nonassessable. Grantee shall provide to Allied with
an executed stock power or similar authorization with respect to the Restricted
Shares held in book-entry account.
4.2 VESTED SHARES. Within ten (10) business days after
the Restricted Period, the restrictions on the book-entry account holding such
Shares shall be removed and the stock power or similar authorization described
in Section 4.1 of this Agreement shall be destroyed. Thereafter, Grantee shall
enjoy full shareholder and ownership rights with respect to such Shares. At
Grantee's direction and expense, a stock certificate representing such
Restricted Shares shall be delivered to Grantee.
4.3 WITHHOLDING OF TAXES. Allied may deduct and withhold
from the wages, salary, bonus and other income paid by Allied or its subsidiary
to the Grantee the requisite tax upon the amount of taxable income, if any,
recognized by the Grantee in connection with the issuance of any Restricted
Shares, or the effect of any Restricted Shares becoming non-forfeitable, as may
be required from time to time under any federal or state tax laws and
regulations. This withholding of tax shall be made from Allied's concurrent or
next payment of wages, salary, bonus or other income to the Grantee or by
payment to Allied by the Grantee of the required withholding tax, as shall be
determined by Allied.
5. OWNERSHIP RIGHTS. Except as otherwise provided in Sections 3
and 4 of this Agreement, upon the grant of the Restricted Shares under this
Agreement, Grantee shall exercise all ownership rights (including, without
limitation, the right to vote and the right to receive dividends) with respect
to such Restricted Shares, provided that voting and dividend rights with
respect to the Restricted Shares will be exercisable only if the record date
for determining shareholders entitled to vote, or to receive dividends, falls
on or after the Grant Date and before the effective date of a forfeiture of the
Restricted Shares under Section 3 of this Agreement. Except as specifically set
forth in this Section 5, until the Restricted Period, Grantee shall have no
rights as a shareholder of Allied and shall not be deemed to be a shareholder
of Allied for any purpose as a result of any grant of Restricted Shares to
Grantee.
6. DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding
any provision in this Agreement to the contrary, if any law or regulation of
any governmental authority having jurisdiction in the matter requires Allied or
the Grantee to take any action or refrain from action in connection with the
delivery of Restricted Shares under this Agreement, or to delay such
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delivery, then the delivery of such Restricted Shares shall be deferred until
such action has been taken or such restriction on action has been removed.
7. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement
or the Plan shall be interpreted or construed to confer upon the Grantee any
right with respect to continuance of employment by Allied nor shall this
Agreement or the Plan interfere in any way with the right of Allied to
terminate Grantee's employment at any time.
8. ADJUSTMENTS. In the event of a Change in Capitalization, the
Board of Directors of Allied or the Compensation and Nominating Committee shall
make appropriate adjustments to the number and class of Restricted Shares or
other stock or securities subject to the Plan. Such adjustment shall be made in
accordance with the provisions of the Plan and shall be effective and final,
binding, and conclusive for all purposes of the Plan and this Agreement.
Notwithstanding anything in this Agreement to the contrary, in the event that
any adjustment to the number of Restricted Shares pursuant to this Agreement
would otherwise result in the creation of a fractional share interest, the
affected number shall be rounded up to the nearest whole share.
9. MODIFICATION OF AGREEMENT. This Agreement can be modified,
amended, suspended or terminated, and any terms or conditions can be waived,
but only by a written instrument executed by the parties hereto.
10. SEVERABILITY. If any provision of this Agreement shall be
held by a court of competent jurisdiction to be unenforceable or invalid for
any reason, the remaining provisions of this Agreement shall not be affected by
such holding and shall continue in full force in accordance with their terms.
11. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Georgia without giving effect to the conflicts-of-laws principles thereof.
12. SUCCESSORS IN INTEREST. This Agreement shall inure to the
benefit of, and be binding upon, each successor to Allied. This Agreement shall
inure to the benefit of the Grantee's legal representatives. All obligations
imposed upon the Grantee and all rights granted to Allied under this Agreement
shall be final, binding and conclusive upon the Grantee and Grantee's heirs,
executors, administrators and successors.
13. RESOLUTION OF DISPUTES. Any dispute or disagreement which may
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement shall be determined by the
Allied's Board or the Compensation and Nominating Committee. Any determination
made hereunder shall be final, binding, and conclusive on the Grantee and
Allied for all purposes.
14. MISCELLANEOUS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
together shall constitute but a single
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document. As used herein, the masculine, feminine and neuter shall each include
the others and the singular and plural shall each include the other, and this
Agreement shall be read accordingly when required by the facts. As used herein,
"Allied" includes not only Allied Holdings, Inc., but also each subsidiary
thereof, and this Agreement shall be read accordingly when required by the
facts.
IN WITNESS WHEREOF, the Grantee has executed this Agreement and Allied
has caused this Agreement to be executed by its duly authorized officer, on the
day and year first set forth above.
ALLIED HOLDINGS, INC.
By:
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Its: Chief Executive Officer
GRANTEE
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[INSERT NAME OF GRANTEE]
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