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Exhibit 10(g)
THE ALLEN GROUP INC.
RESTRICTED STOCK AGREEMENT
PURSUANT TO 1992 STOCK PLAN
(Salary Increase Deferral)
Number of Restricted Shares _______________ November 30, 1993
The Allen Group Inc., a Delaware corporation (hereinafter called
the "Company"), pursuant to its 1992 Stock Plan, as amended (hereinafter called
the "Plan"), a copy of which is attached hereto as EXHIBIT A and is
incorporated herein by reference, hereby awards unto ___________________
__________________ (hereinafter called the "Employee") ________
shares of Common Stock of the Company, par value $1.00 per share (hereinafter
called "Common Stock"), as additional compensation for services rendered to the
Company or a subsidiary thereof and in lieu of any increase in the Employee's
salary for a period of two years after the year in which the Employee last
received an increase in salary (except in unusual circumstances as determined
by the Management Compensation Committee, in its sole discretion), on the terms
and subject to the conditions hereinafter set forth. These shares are referred
to in this Agreement as "Restricted Shares" during the applicable Restriction
Period (as defined in paragraph 3(d) hereof). Acceptance of the Restricted
Shares shall be deemed to be agreement by the Employee to the terms and
conditions set forth in this Agreement and the Plan. Certificates representing
the Restricted Shares may not be sold or otherwise transferred and must be held
by the Employee until the end of the applicable Restriction Period. Until such
terms and conditions have lapsed with respect to any Restricted Shares, the
certificate for such shares will bear a legend to the effect that they were
issued or transferred subject to, and may be sold or otherwise disposed of only
in accordance with, the terms of this Agreement and the Plan.
1. STOCKHOLDER STATUS. Effective upon the date of delivery to the
Employee of certificates for Restricted Shares registered in the Employee's
name, the Employee will be a holder of record of the Restricted Shares and will
have all rights of a stockholder with respect to such shares (including the
right to vote such shares at any meeting of stockholders of the Company and the
right to receive all dividends paid with respect to such shares), subject only
to the terms and conditions imposed by this Agreement and the Plan.
2. EFFECT OF CHANGES IN CAPITALIZATION. The number of Restricted
Shares are subject to adjustment as provided in Section 7 of the Plan. Any
additional or different shares or securities issued as the result of such an
adjustment will be delivered to the Employee and will be deemed to be included
within the term "Restricted Shares". The certificates or other instruments
evidencing such additional or different shares or securities shall bear the
legend referred to in the introductory paragraph; PROVIDED, HOWEVER, that any
fractional shares and any pre-emptive or other rights or warrants to purchase
securities issued to the Employee as a holder of Restricted Shares in
connection with a public offering will be issued to the Employee free and clear
of all terms and conditions imposed by this Agreement and the Plan.
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3. LAPSE OF RESTRICTIONS. (a) The restrictions set forth in
paragraph 4 below will lapse (i) in four equal consecutive annual installments,
each equal to one-fourth of the original number of Restricted Shares set forth
in the first paragraph of this Agreement, as such number may be adjusted
pursuant to paragraph 2 above (hereinafter called the "Original Number"), at
the close of business on December 31, 2000 and at the close of business on each
December 31 thereafter or (ii) with respect to one-eighth of the Original
Number at the end of the first period of ninety-one consecutive calendar days
commencing on or after December 31, 1996 during which the average daily Closing
Price (as defined below in this paragraph 3(a)) of the Company's Common Stock
equals or exceeds $39.00 per share, an additional one-eighth of the Original
Number at the end of the first such period during which such daily Closing
Price equals or exceeds $43.00 per share, an additional one-eighth of the
Original Number at the end of the first such period during which such daily
Closing Price equals or exceeds $47.00 per share and an additional one-eighth
of the Original Number at the end of the first such period during which such
daily Closing Price equals or exceeds $52.00 per share or (iii) with respect to
one-eighth of the Original Number at the end of the first period of three
consecutive fiscal years of the Company commencing with the fiscal year 1994
during which the average net income (excluding extraordinary and other
non-operating gains and losses) per share of Common Stock per year ("Average
Net Income") equals or exceeds $2.00, an additional one-eighth of the Original
Number at the end of the first such period during which Average Net Income
equals or exceeds $2.25, an additional one-eighth of the Original Number at the
end of the first such period during which Average Net Income equals or exceeds
$2.50 and an additional one-eighth of the Original Number at the end of the
first such period during which Average Net Income equals or exceeds $2.75, with
any such Shares as to which restrictions lapse pursuant to the preceding clause
(ii) or (iii) prior to December 31, 2000 or any December 31 thereafter to be
applied against the installments of the Original Number set forth in clause (i)
in the order in which the restrictions would otherwise have lapsed with respect
to such installments on December 31, 2000 and on each December 31 thereafter.
The foregoing Closing Price and Average Net Income amounts are subject to
adjustment in the same manner as the price per share of Options as provided in
Section 7 of the Plan.
For purposes of this Agreement, "Closing Price" shall mean the
reported last sale price regular way or, in case no such reported sale takes
place on such day, the average of the reported closing bid and asked prices
regular way for Common Stock of the Company, in either case as reported on the
New York Stock Exchange Composite Tape, or, if at any time the Common Stock of
the Company is not listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common Stock of the Company
is listed or admitted to trading, or if not listed or admitted to trading on
any national securities exchange, on the National Association of Securities
Dealers Automated Quotations National Market System or, if the Common Stock of
the company is not listed or admitted to trading on any national securities
exchange or quoted on such National Market System, the average of the closing
bid and asked prices for Common Stock of the Company in the over-the-counter
market as furnished by any New York Stock Exchange member firm selected from
time to time by the Company for that purpose.
(b) Notwithstanding paragraph 3(a) above, the restrictions set
forth in paragraph 4 below will lapse on all Restricted Shares at the close of
business on the date on which a Change in Control of the Company (as defined
below in this paragraph 3(b)) shall occur; PROVIDED, HOWEVER, that such
restrictions will not lapse on any Restricted Shares with respect to which any
amount, as determined by the Company's independent
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auditors in accordance with the principles of sections 280G(d)(3) and (4) of
the Internal Revenue Code of 1986, as amended (the "Code"), when added to any
other payment or benefit received or to be received by the Employee in
connection with a Change in Control of the Company or the termination of the
Employee's employment, would not be deductible by the Company by reason of
section 280G of the Code; PROVIDED, FURTHER, that no portion of any such amount
with respect to any Restricted Shares and no portion of any such other payment
or benefit shall be taken into account which in the opinion of tax counsel
selected by the Company's independent auditors and acceptable to the Employee
does not constitute a "parachute payment" within the meaning of section
280G(b)(2) of the Code (without regard to subsection (A)(ii) thereof).
For purposes of this Agreement, a Change in Control of the Company
shall mean:
(A) any "person", as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company, or any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of
the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities;
(B) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board, and
any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a
transaction described in clause (A), (C) or (D) of this
paragraph) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the
period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at
least a majority thereof;
(C) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than (I) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) more than 80% of the combined voting
power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation or (II) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove defined)
acquires more than 30% of the combined voting power of the
Company's then outstanding securities; or
(D) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
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For purposes of this Agreement, the date on which a Change in
Control shall occur shall be the date on which public announcement of the
acquisition of such percentage described in clause (A) above shall have been
made, or the date on which the change in the composition of the Board described
in clause (B) above shall have occurred, or the date of any such stockholder
approval described in clauses (C) or (D) above.
(c) Notwithstanding paragraph 3(a) above, the restrictions set
forth in paragraph 4 below will not lapse on any Restricted Shares with respect
to which any amount (the "Cap Amount"), as determined by the Company's
independent auditors in accordance with the principles of section 162(m) of the
Code, when added to any other compensation received or to be received by the
Employee in any given fiscal year, would not be deductible by the Company by
reason of section 162(m) of the Code UNTIL such time as the Management
Compensation Committee determines, in its sole discretion using its best
judgment, that such Cap Amount (or portion thereof), when added to all other
compensation received or to be received by the Employee in such fiscal year,
would be deductible by the Company, as determined by the Company's independent
auditors in accordance with the principles of section 162(m) of the Code;
PROVIDED, HOWEVER, that in the event of the termination of Employee's
employment by the Company or any subsidiary thereof as a result of the death or
permanent disability of Employee, or the termination of Employee's employment
and concurrent retirement pursuant to normal or early retirement under a
retirement plan of the Company or any subsidiary thereof, or the involuntary
termination of Employee's employment by the Company or any subsidiary thereof,
the restrictions set forth in paragraph 4 below will immediately lapse on any
Restricted Shares comprising a Cap Amount; and PROVIDED FURTHER, that in the
event of the voluntary termination of Employee's employment by the Company or
any subsidiary thereof, the Restricted Shares comprising a Cap Amount shall
remain subject to the forfeiture provisions set forth in paragraph 5 below.
(d) As soon as practicable after the restrictions with respect to
any installment of Restricted Shares lapse (i) at the end of the period
applicable to such installment set forth in paragraph 3(a) above (the
"Restriction Period") or (ii) pursuant to paragraphs 3(b), 3(c) or 5 hereof,
the Company will deliver to the Employee, or the Employee's legal
representative in case of the Employee's death, promptly after surrender of the
Employee's certificate(s) for the Restricted Shares to the Treasurer of the
Company, the certificate or certificates for such shares free of any legend or
further restrictions together with a new certificate representing any remaining
Restricted Shares. It shall be a condition to the obligation of the Company to
issue or transfer shares of Common Stock upon the lapse of restrictions that
the Employee (or any person entitled to act under this paragraph 3(d)) pay to
the Company, upon its demand, such amount as may be requested by the Company
for the purpose of satisfying its liability to withhold federal, state or local
income or other taxes by reason of such issuance or transfer. If the amount
requested is not paid, the Company may refuse to issue or transfer shares of
Common Stock.
4. RESTRICTIONS. During the Restriction Period, neither the
Restricted Shares nor any right or privilege pertaining thereto may be sold,
transferred, assigned, pledged, hypothecated or otherwise disposed of or
encumbered in any way, by operation of law or otherwise, and shall not be
subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of or encumber the
Restricted Shares or any right or privilege pertaining thereto, otherwise
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than by will or by the laws of descent and distribution, or upon the levy of
any execution, attachment or similar process thereupon, the Restricted Shares
and all rights and privileges given hereby shall immediately terminate and the
Restricted Shares shall be forfeited to the Company pursuant to paragraph 5
hereof.
5. FORFEITURE. (a) All the Employee's rights to, and interest in,
the Restricted Shares shall terminate and be forfeited to the Company without
payment of consideration if either (i) the Employee's employment by the Company
or any subsidiary thereof terminates for any reason other than the Employee's
death, disability, retirement pursuant to normal or early retirement under any
retirement plan of the Company or any subsidiary of the Company or termination
by the Company or any subsidiary of the Company, PROVIDED, HOWEVER, that the
Employee's employment will not be deemed to have terminated for this purpose
while the Employee is on a leave of absence which has been approved by the
Company, or (ii) any action prohibited by paragraph 4 hereof is taken. In the
event of termination of employment as a result of death or permanent
disability, the restrictions set forth in paragraph 4 hereof will lapse with
respect to the Original Number multiplied by a fraction, the denominator of
which shall be 120 and the numerator of which shall be the number of full
months of employment of the Employee by the Company or any subsidiary of the
Company after December 31, 1993 (the "Pro Rata Number"), and the remaining
Restricted Shares in excess of the Pro Rata Number shall be forfeited in
accordance with this paragraph 5(a) or, if the Original Number with respect to
which restrictions have lapsed pursuant to paragraph 3 hereof prior to such
termination of employment exceeds the Pro Rata Number, all remaining Restricted
Shares in excess of such Original Number with respect to which restrictions
have lapsed pursuant to paragraph 3 hereof shall be forfeited in accordance
with this paragraph 5(a); in the event of termination of employment and
concurrent retirement pursuant to normal or early retirement under a retirement
plan of the Company or any subsidiary thereof, the Pro Rata Number shall
continue to be subject to the provisions of paragraph 3 hereof (provided that
the lapsing of restrictions for such Pro Rata Number under paragraph 3(a) and
3(c) shall be determined based on the Original Number) and the remaining
Restricted Shares in excess of the Pro Rata Number shall be forfeited in
accordance with this paragraph 5(a) or, if the Original Number with respect to
which restrictions have lapsed pursuant to paragraph 3 hereof prior to such
termination of employment and retirement exceeds the Pro Rata Number, all
remaining Restricted Shares in excess of such Original Number with respect to
which restrictions have lapsed pursuant to paragraph 3 hereof shall be
forfeited in accordance with this paragraph 5(a); and in the event of
termination by the Company or any subsidiary thereof of the Employee's
employment by the Company or any subsidiary thereof for any reason, the
restrictions set forth in paragraph 4 hereof will lapse with respect to the
lesser of the Pro Rata Number and the Pro Rata Number multiplied by a fraction,
the denominator of which shall be the Closing Price of the Company's Common
Stock on the date of such termination of employment and the numerator of which
shall be $18.625 (the "Modified Pro Rata Number"), and the remaining Restricted
Shares in excess of the lesser of the Pro Rata Number and the Modified Pro Rata
Number shall be forfeited in accordance with this paragraph 5(a) or, if the
Original Number with respect to which restrictions have lapsed pursuant to
paragraph 3 hereof prior to such termination of employment exceeds the Pro Rata
Number, all remaining Restricted Shares in excess of such Original Number with
respect to which restrictions have lapsed pursuant to paragraph 3 hereof shall
be forfeited in accordance with this paragraph 5(a). For purposes of this
Agreement, a transfer of employment from the Company to a subsidiary or from a
subsidiary to the Company or between subsidiaries shall not be deemed a
termination of employment.
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(b) If Restricted Shares are forfeited for any of the reasons
stated in paragraph 5(a) hereof, such forfeiture shall be effective upon the
occurrence of the event giving rise to the forfeiture. The Employee agrees to
repay to the Company all dividends, if any, paid after such event with respect
to the Restricted Shares which have been forfeited.
(c) If at any time the Employee forfeits any Restricted Shares
pursuant to this Agreement, the Employee agrees to return the certificate or
certificates for such Restricted Shares to the Company duly endorsed in blank
or accompanied by a stock power duly executed in blank.
(d) Determination as to whether an event has occurred resulting in
the forfeiture of, or lapse of restrictions on, Restricted Shares, in
accordance with this Agreement, shall be made by the Company's Management
Compensation Committee, and all determinations of the Committee shall be final
and conclusive.
6. NOTICES. (a) Any notice to the Company pursuant to any provision
of this Agreement will be deemed to have been delivered when delivered in
person to the Secretary of the Company or when deposited in the United States
mail as certified or registered mail, return receipt requested, addressed to
the Secretary of the Company at the executive offices of The Allen Group Inc.,
at 25101 Chagrin Boulevard, Beachwood, Ohio 44122, or such other address as the
Company may from time to time designate in writing by notice to the Employee
given pursuant to paragraph 6(b) below.
(b) Any notice or demand to the Employee pursuant to any provision
of this Agreement will be deemed to have been delivered to the Employee when
delivered to the Employee in person or when deposited in the United States mail
as certified or registered mail, return receipt requested, addressed to the
Employee at the Employee's address given at the end of this Agreement or the
Employee's address on the stockholder records of the Company or such other
address as the Employee may from time to time designate in writing by notice to
the Company given pursuant to paragraph 6(a) above.
7. COMPANY RIGHT TO TERMINATE EMPLOYMENT AND OTHER REMEDIES. Nothing
provided herein shall be construed to affect in any way the right or power of
the Company, subject to the provisions of any other written agreement between
the Employee and the Company relating to the subject matter, to terminate the
Employee's employment as an employee of or a consultant to the Company at any
time for any reason with or without cause, nor to preclude the Company from
taking any action or enforcing any remedy available to it with respect to any
action or conduct on the Employee's part.
8. ADDITIONAL DOCUMENTS. (a) It is the intention of the Company
that this award of Restricted Shares shall meet the requirements of, and result
in the application of, the rules prescribed by Section 83 of the Code and
applicable Regulations thereunder. Accordingly, each and every provision shall
be construed and interpreted in such manner as to conform with such intention
and the Company reserves the right to execute and to require the Employee to
execute any further agreements or other instruments, which may be effective as
of the date of the award of the Restricted Shares covered by this Agreement,
including, but without limitation, any instrument modifying or
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correcting any provision hereof, or any action taken hereunder or
contemporaneously herewith, and to take any other action, which may be
effective as of the date of the award of the Restricted Shares covered by this
Agreement, that, in the opinion of counsel for the Company, may be necessary or
desirable to carry out such intention.
(b) If the Employee fails, refuses or neglects to execute and
deliver any instrument or document or to take any action requested by the
Company to be executed or taken by the Employee pursuant to the provisions of
paragraph 8(a) above for a period of thirty (30) days after the date of such
request, the Company may require the Employee, within ten (10) days after
delivery to the Employee of a written demand by the Company, to forfeit all
Restricted Shares then held by the Employee.
9. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon and inure to the benefit of the Company, its successors and
assigns, and the Employee and, to the extent applicable, the Employee's legal
representative.
10. GOVERNING LAW. The validity, interpretation, performance and
enforcement of this Agreement and the Employee's rights in, to and under the
Restricted Shares shall for all purposes be governed by the laws of the State
of Delaware without giving effect to the principles of conflicts of laws
thereof.
11. 1992 STOCK PLAN. The provisions hereof shall be subject to all
the terms, provisions and conditions of the Plan (as amended from time to time
by the Board of Directors of the Company within the limitations permitted by
the Plan) and the rules and regulations relating to the Plan prescribed by the
Management Compensation Committee of the Company, and this Agreement and the
Plan and said rules and regulations relating thereto shall be construed as one
instrument and in the event of any inconsistency the provisions of the Plan as
interpreted and construed by the Management Compensation Committee shall
control.
THE ALLEN GROUP INC.
By_______________________
Member
Management Compensation Committee
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ACCEPTANCE. The Restricted Shares of Common Stock of The Allen Group Inc.
awarded to the undersigned Employee under the foregoing Restricted Stock
Agreement and the 1992 Stock Plan are hereby accepted on the terms and subject
to the conditions of such Restricted Stock Agreement and 1992 Stock Plan.
_______________________________
Employee's Signature
_______________________________
_______________________________ __________________________
(Employee's Address) Employee's Social Security
Number
INSTRUCTION. Employee should sign and print his address and social security
number in the spaces provided above, which serves as the Employee's acceptance
of the Restricted Shares.
STOCK\RESTAGREE
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