1
EXHIBIT 10.30
79
2
FIRST FINANCIAL MANAGEMENT CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
This is an Agreement dated as of March 22, 1994, between First Financial
Management Corporation ("FFMC") and Patrick H. Thomas (the "Participant").
BACKGROUND:
The Participant is currently serving as Chairman of the Board, President and
Chief Executive Officer of FFMC. FFMC currently has in effect the First
Financial Management Corporation 1988 Incentive Stock Plan (the "Plan") which
provides for the grant of Restricted Stock Awards of shares of Common Stock,
$.10 par value, of FFMC (the "Common Stock") subject to certain restrictions as
an incentive for valued employees of FFMC and its subsidiaries. FFMC desires
to grant a Restricted Stock Award to the Participant as additional compensation
pursuant to his Employment Agreement dated as of March 22, 1994 (the
"Employment Agreement") and as an inducement to the continuation by the
Participant of his services to FFMC in the future.
AGREEMENT:
Pursuant to the Plan the parties hereto do hereby agree as follows:
1. FFMC hereby grants to the Participant a Restricted Stock Award of Five
Hundred Thousand (500,000) shares of Common Stock (the "Shares")
subject to the terms of the Plan and this Agreement.
2. The Shares are subject to the following restrictions:
a. No Shares may be sold, assigned, transferred, exchanged,
pledged, hypothecated, or otherwise encumbered by the
Participant until such restrictions have expired with respect
to such Shares as provided in paragraphs 3, 4 or 5.
b. If at any time the Participant's employment by FFMC terminates
prior to the expiration of these restrictions pursuant to
paragraph 3 or 4 as to any Shares for any reason that does not
cause these restrictions to expire as provided in paragraph 4,
such Shares shall immediately be forfeited to FFMC, and the
Participant shall have no further rights with respect thereto.
80
3
c. All dividends payable by FFMC on Shares subject to this award
shall be held by FFMC and paid to the Participant at such time
as the restrictions for such Shares expire.
3. Subject to the provisions of paragraph 5, the restrictions contained in
paragraph 2 shall expire as to the total shares subject to this award
on December 31, 1999 if:
a. FFMC's Pretax Income, as defined in paragraph 9, for 1994 is
greater than or equal to $250 million; and
b. The Participant is employed by FFMC on December 31, 1999.
If the condition specified in subparagraph b of this paragraph is not
satisfied, all the Shares shall be forfeited to FFMC as of December 31,
1994.
4. Subject to the provisions of paragraph 5, the restrictions contained in
paragraph 2 with respect to any shares that have not been previously
forfeited as provided herein shall expire on the earliest to occur of
any of the following:
a. Upon termination of the Participant's employment by FFMC by
reason of death or disability, or
b. The acquisition (other than from FFMC) by any person, entity
or "group," within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act (excluding, for this purpose, any employee
benefit plan of FFMC or its subsidiaries which acquires
beneficial ownership of voting securities of FFMC) of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of either
the then outstanding shares of FFMC Common Stock or the
combined voting power of FFMC's then outstanding voting
securities entitled to vote generally in the election of
directors, or
c. The failure for any reason of individuals who constitute the
Incumbent Board to continue to constitute at least a majority
of the Board of Directors of FFMC, or
d. Approval by the stockholders of FFMC of a reorganization,
merger or consolidation, in each case, with respect to which
the shares of FFMC voting stock outstanding immediately prior
to such reorganization, merger or consolidation do not
constitute or become exchanged for or converted into more than
50% of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, or
a liquidation or dissolution of FFMC or of the sale of all or
substantially all of the assets of FFMC, or
e. Termination of Participant's employment under the Employment
Agreement as described in Section 5(b)(i) or (ii) of the
Employment Agreement; provided,
81
4
however, that in the event of such termination, the restrictions
contained in paragraph 2 shall expire only with respect to a number of
Shares determined as follows:
1. 100,000, if such termination occurs during 1996;
2. 200,000, if such termination occurs during 1997;
3. 300,000, if such termination occurs during 1998; and
4. 400,000, if such termination occurs during 1999, or
f. Receipt by the Participant of written notice from the
Compensation Committee of the Board of Directors of FFMC (the
"Compensation Committee") that the restrictions have been
terminated.
For purposes of the Agreement, the "Incumbent Board" at any time shall
mean the persons who are then members of the Board of Directors of FFMC
and who (a) are members of the Board of Directors of FFMC as of the
date hereof, or (b) become members of the Board of Directors of FFMC
hereafter upon election, or nomination for election by FFMC's
shareholders, by a vote of at least a majority of the Incumbent Board
(other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the elections of the directors of FFMC, as
such terms are used in Rule 14(a)-11 of Regulation 14A promulgated
under the Exchange Act).
5. Notwithstanding any other provision in this Agreement, the restrictions
contained in paragraph 2 shall not lapse until such time as the
Compensation Committee of FFMC has certified in writing that all
applicable requirements for expiration of the restrictions with respect
to such Shares, including the performance goal established pursuant to
paragraph 3, have been satisfied. The Compensation Committee shall
not unreasonably withhold any such certification.
6. For purposes of this Agreement, the Participant's employment by FFMC
shall be deemed to terminate at any time when he is no longer employed
by FFMC, a subsidiary of FFMC or any corporation or other entity which
owns 50% or more of the outstanding common stock of FFMC.
7. The Compensation Committee hereby consents to any Stock Surrender
Withholding Election (as defined in the Plan) hereafter made by the
Participant in accordance with the requirements of Section 9 of the
Plan, subject to the limitation contained in paragraph 8. At the
election of the Participant, "federal, state and local withholding tax
requirements" (as defined in Section 9 of the Plan) shall be deemed to
be any amount designated by the Participant which does not exceed his
estimated federal, state and local
82
5
tax obligations associated with the expiration of the restrictions on
and the delivery of any Shares, including FICA taxes to the extent
applicable.
8. The Participant shall be entitled to satisfy estimated tax liabilities
in excess of actual federal, state and local withholding requirements
through a Stock Surrender Withholding Election only by the surrender of
Shares of FFMC Common Stock held by the Participant for at least six
months prior to delivery to FFMC.
9. For purposes of this Agreement, Pretax Income shall be FFMC's pretax
income for the applicable calendar year computed by FFMC in accordance
with generally accepted accounting principles consistently applied
utilizing FFMC's methods of accounting in effect as of the date of this
Agreement, with the following qualifications or adjustments:
(i) all gain or loss on the sale of business units or
subsidiaries by FFMC shall be excluded;
(ii) all restructuring charges incurred by FFMC shall be
excluded;
(iii) all costs incurred in connection with
pooling-of-interest combinations entered into by FFMC shall be
excluded;
(iv) all writedowns of goodwill or intangible assets shall be
excluded;
(v) all expenses incurred in connection with the grant of
restricted stock awards to the Participant or the payment of any
incentive bonus to the Participant shall be excluded; and
(vi) pretax income (loss) from the operations of a
discontinued operation prior to the sale of such discontinued operation
shall be included.
Any disputes about the computation of Pretax Income will be resolved by
an independent accounting firm satisfactory to FFMC and the
Participant.
10. The Participant agrees that a legend reflecting the restrictions
contained in this Agreement shall be placed on any certificate for
shares of FFMC stock subject to such restrictions.
11. All certificates issued for the Shares shall be held by the Secretary
of FFMC so long as the restrictions set forth in paragraph 2 have not
expired. Upon the
83
6
expiration of such restrictions, the certificates shall be delivered to the
Participant. If this Agreement requires forfeiture of the Shares to FFMC, the
Secretary shall take appropriate action to cancel the certificates and restore
the Shares to authorized but unissued shares of Common Stock.
12. Any shares of FFMC Common Stock or other securities of FFMC or any
other entity which are issued as a distribution on, or in exchange for,
the Shares or into which the Shares are converted as a result of a
recapitalization, stock dividend, distribution of securities, stock
split or combination of shares or a merger, consolidation of sale of
substantially all of the assets of FFMC shall be subject to the
restrictions set forth herein, which shall inure to the benefit of any
surviving or successor corporation which is the issuer of such
securities, unless such restrictions have expired in accordance with
the terms of this Agreement.
13. The Participant agrees not to file an election under Section 83(b) of
the Internal Revenue Code of 1986 with respect to the Shares.
14. This Agreement shall bind and inure to the benefit of the parties,
their heirs, personal representatives, successors in interest and
assigns.
Executed as of the day and year first above written.
FIRST FINANCIAL MANAGEMENT CORPORATION
By: /s/ Robert E. Coleman
-------------------------------------
Robert E. Coleman
Chairman of the Compensation Committee
PARTICIPANT
/s/ Patrick H. Thomas
---------------------
Patrick H. Thomas
84