EXHIBIT 10-4
RESTRICTED STOCK AWARD AGREEMENT
PURSUANT TO THE
LEXINGTON PRECISION CORPORATION
2005 STOCK AWARD PLAN
Name of Participant:
Date of Grant:
Number of Shares:
Value of each Share on Date of Grant: $
This RESTRICTED STOCK AGREEMENT (the "Agreement"), dated as of
_______________ 20__, is made between Lexington Precision Corporation, a
Delaware corporation (the "Company") and the above-named individual (the
"Participant") to record the granting of Restricted Stock on
____________________ (the "Date of Grant") to the Participant pursuant to the
Lexington Precision Corporation 2005 Stock Award Plan (the "Plan").
The Company and the Participant hereby agree as follows:
1. Grant of Shares. The Company hereby grants to the Participant, as
of the Date of Grant, subject to and in accordance with the terms and conditions
of the Plan and this Agreement, _____________ shares of the Company's Common
Stock, par value $0.25 per share (the "Common Stock"). The grant of shares of
Common Stock to the Participant, evidenced by this Agreement, is an award of
Restricted Stock (as defined in the Plan) and such shares of Restricted Stock
are referred to herein as the "Shares".
2. Vesting of Shares. Ownership of the Shares shall vest pursuant to
the following vesting schedule, provided, in each case, any additional
conditions and performance goals set forth in Schedule I have been satisfied and
the Participant is still employed or retained by the Company or one of its
Subsidiaries:
Anniversary of Date of Grant Shares Vested
The foregoing vesting schedule notwithstanding, if the employment or other
relationship of the Participant with the Company or one of its Subsidiaries
terminates by reason of the
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Participant's Disability or death, all Shares or portions thereof not yet vested
shall become immediately vested.
3. Forfeiture. Shares that do not become vested in accordance with
the vesting criteria set forth in Section 2 (and any dividends or other
distributions related to such Shares) shall be forfeited to the Company.
Accordingly, if the Shares do not vest in accordance with the vesting criteria
set forth in Section 2 and the Participant's employment or service terminates
for any reason, the Shares shall be forfeited.
4. Legend. Each share certificate representing the Shares shall bear
a legend indicating that such Shares are "Restricted Stock" and are subject to
the provisions of this Agreement and the Plan.
5. Withholding Taxes. If the Participant is an employee of the
Company or any of its Subsidiaries, the Participant shall remit to the Company
the amount needed to satisfy any federal, state or local withholding taxes that
may arise or be applicable as the result of the award or vesting of the Shares.
6. General Restrictions on Issuance of Stock Certificates. The
Company shall not be required to deliver any certificate representing the Shares
until it has been furnished with such opinions, representations or other
documents as it may deem necessary or desirable, in its discretion, to ensure
compliance with any law or rules of the Securities and Exchange Commission or
any other governmental authority having jurisdiction under the Plan or over the
Company, the Participant, or the Shares or any interests granted thereunder.
7. Rights as Shareholder. Except for the dividend and distribution
restrictions described below, and the transfer and other restrictions set forth
elsewhere in this Agreement and in the Plan, the Participant, as record holder
of the Shares, shall possess all the rights of a holder of the Company's Common
Stock, including voting, dividend and other distribution rights, provided,
however, that prior to vesting the certificates representing the Shares, as well
as any dividends or other distributions with respect to such Shares, shall be
held by the Company for the benefit of the Participant. Any distributions with
respect to the Shares in the form of capital stock shall be treated as
Restricted Stock in the same manner as the Shares. If the underlying Shares do
not vest, then any capital stock distributed with respect to the Shares, as well
as any other dividends or other distributions with respect to such Shares, shall
be forfeited to the Company. Upon forfeiture of any Shares, the Participant
agrees to deliver promptly to the Company certificates representing such Shares
which do not vest and a stock power executed in blank covering such Shares (and
covering any capital stock distributed with respect to such Shares). The stock
power with respect to any certificate representing Shares which do not vest
shall be completed in the name of the Company by an officer of the Company and
returned to treasury.
8. Transferability - Restricted Share Certificates. The Shares may
not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated
or hypothecated until they become vested in accordance with Section 2 of this
Agreement and then only to the extent permitted under this Agreement and by
applicable securities laws. Prior to vesting, all rights
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with respect to the Restricted Stock granted to a Participant under the Plan
shall be available, during such Participant's lifetime, only to such
Participant.
9. No Consultant/Employment Rights. Neither the Plan nor this award
shall confer upon the Participant any right with respect to continuance of
employment by or service as a consultant of the Company or any affiliate nor
shall they interfere in any way with the right of the Company or any affiliate
to terminate the Participant's employment or service as a consultant at any
time, with or without cause.
10. Section 83(b) Election. The Participant may elect, within 30
days of the Date of Grant pursuant to Section 83(b) of the Internal Revenue
Code, to include in his or her gross income the fair market value of the Shares
covered by this Agreement in the taxable year of grant. The election must be
made by filing the appropriate notice with the Internal Revenue Service within
30 days of the Date of Grant. If the Participant makes this election, the
Participant shall promptly notify the Company by submitting to the Company a
copy of the election notice filed with the Internal Revenue Service.
11. Adjustment of Shares. As provided by the Plan, in the event of
any change in the Common Stock of the Company by reason of any stock dividend,
stock split, recapitalization, reorganization, merger, consolidation, split-up,
combination, or exchange of Shares, or of any similar change affecting the
Common Stock, the Shares shall be adjusted automatically consistent with such
change to prevent substantial dilution or enlargement of the rights granted to,
or available for, the Participant hereunder.
12. Coordination with Plan. Terms used herein that are defined in
the Plan shall have the meanings ascribed to them in the Plan. If there is any
inconsistency between the terms of this Award Agreement and the terms of the
Plan, the Plan's terms shall supersede and replace the conflicting terms herein.
13. Notices. All notices to the Company shall be in writing and sent
to the Company's Secretary at the Company's offices, Lexington Precision
Corporation., 40 East 52nd Street, New York, NY 10022 or to such other person
and/or addresses the Company may provide by notice to Participant. Notices to
the Participant shall be addressed to the Participant at the Participant's
address as it appears on the Company's records.
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IN WITNESS WHEREOF, the Company and the Participant have caused this
Restricted Stock Agreement to be executed on the date set forth opposite their
respective signatures, it being further understood that the Date of Grant may
differ from the date of signature.
Dated:____________ LEXINGTON PRECISION CORPORATION
By:______________________________
Name:
Title:
Dated:____________ PARTICIPANT
_________________________________
Name:
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SCHEDULE I VESTING CONDITIONS AND PERFORMANCE GOALS