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Exhibit 10.w
FORM OF RESTRICTED SHARE AGREEMENT
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This Restricted Share Agreement (the "Agreement") is made and effective as of
this 13th day of June, 1997 by and between Huffy Corporation, an Ohio
corporation (the "Sponsor") and _________ (the "Recipient") pursuant to the
terms and conditions contained herein and in the Sponsor's 1998 Restricted
Share Retirement Plan (the "Plan") under the following circumstances:
A. The purpose of the Plan is to work in conjunction with the
Sponsor's Supplemental/Excess Benefit Plan (the "SERP") to
provide certain deferred retirement benefits for key management
employees in the form of the Sponsor's Common Stock granted as
Restricted Shares, thereby encouraging such employees to
increase overall shareholder value.
B. The Compensation Committee of the Board of Directors of the
Sponsor (the "Committee") granted the Recipient an award of
________________ Restricted Shares of the Sponsor's
Common Stock pursuant to the Plan.
NOW, THEREFORE, the parties hereto agree as follows:
1. Restricted Period
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a. Notwithstanding any other provision of the Plan or the
SERP, the Restricted Shares shall not vest until the last
of the following to occur: (i) receipt of the approval of
the Plan by the Sponsor's shareholders and (ii) when the
Recipient vests in his or her benefits under the SERP.
Unless and until vested, Restricted Shares granted
hereunder may not be sold, margined, assigned,
transferred, pledged or otherwise encumbered by the
Recipient without the prior consent of the Committee.
Notwithstanding the foregoing, the Restricted Shares shall
not vest until the earliest date on which the
Participant's Supplemental/Excess Benefit may be payable
without causing the Participant's total remuneration from
the Sponsor to exceed the limitations on "excessive
employee remuneration" imposed by Section 162(m) of the
Code (or any successor provision). In the event that
payment of a Participant's Supplemental/Excess Benefit is
deferred as a result of the operation of this subsection
(a), a Participant shall receive a partial payment of the
Supplemental/Excess Benefit equal to the greatest amount
which would not cause the Participant's total remuneration
from the Sponsor to exceed the limitations imposed by
Section 162(m) of the Code.
b. Unless a specific grant of Restricted Shares shall have
been approved prior to grant by the Committee within the
meaning of Rule 16b-3(d)(1) of the Securities and Exchange
Act ("SEA"), then, notwithstanding any other provision of
the Plan, the SERP, or this Agreement, the Restricted
Shares which are the subject of such grant shall not vest
for a period of six months after the date of grant.
c. The grant which is the subject of this Agreement was
approved by the Committee
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within the meaning of Rule 16b-3(d)(1) of the SEA and,
thus, the six month period required for vesting, as set
forth in Section 1 (b) above, is not applicable.
2. Termination of Employment
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If Recipient ceases to be an employee of the Sponsor or a
subsidiary of the Sponsor prior to the vesting of any Restricted
Shares for any cause other than (i) death, (ii) disability,
(iii) retirement under any pension plan for salaried employees,
or (iv) at any time following a Change in Control of the
Sponsor, all Restricted Shares which are not vested shall, upon
such termination of employment, be forfeited and returned to the
Sponsor; provided however, that in the event his or her
employment is terminated at the request of the Sponsor or by
action of the Sponsor, the Committee shall determine that these
Restricted Shares not yet vested in accordance with the last
paragraph of Section 1(a) shall vest immediately on such
termination free of restrictions and shall not be forfeited. If
a Recipient ceases to be an employee of the Sponsor or a
subsidiary of the Sponsor prior to the vesting of any Restricted
Shares by reason of death, disability, retirement under any
pension plan for salaried employees, or following a Change in
Control of the Sponsor, all Restricted Shares then held by him
or her shall immediately vest. The Committee may at any time in
its sole discretion accelerate or waive all or any portion of
the restrictions remaining in respect of the Restricted Shares.
3. Rights as Shareholder
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a. Recipient is a shareholder of record with respect to the
Restricted Shares as of the effective date hereof and,
subject to the Plan and this Agreement, has all of the
rights of a shareholder with respect to the Restricted
Shares so granted including, without limitation, the right
to vote the Restricted Shares at any meeting of the
shareholders, to receive dividends declared and paid
thereon, if any, and to receive all communications
furnished by the Sponsor to its shareholder. Any dividends
other than cash paid or distributed with respect to such
shares will be distributed to the Recipient, free and
clear of restrictions under the Plan or this Agreement.
b. The certificate representing the Restricted Shares may
bear a legend necessary to reflect the restrictions on
such shares.
4. Withholding Taxes
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a. Any federal, state or local withholding taxes attributable
to a grant of Restricted Shares which are payable by
Recipient shall be paid to the Sponsor by Recipient at the
time of the grant in cash or, in the form of the surrender
of other shares of Common Stock owned by Recipient or the
withholding of some of the Restricted Shares from the
grant. All such shares so surrendered or withheld shall be
valued at Fair Market Value on the date surrendered or
withheld.
5. General Provisions
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a. This Agreement constitutes the entire agreement between
the parties and supersedes and cancels any other
agreement, representation or communication, whether oral
or written, between the parties hereto relating to the
transactions
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contemplated herein or the subject matter hereof, provided
that this Agreement is subject to the terms of the Plan,
which terms are incorporated herein by reference.
Recipient agrees to be bound to the terms of the Plan. In
the event of a conflict between the terms of this
Agreement and the Plan, the terms of the Plan shall
control.
b. All notices and other communications from any party hereto
to any other party hereto shall be sent either by
facsimile with written confirmation following via
first-class mail, or via first-class mail or certified
mail, postage prepaid, to Issuer at its principal offices
at 225 Byers Road, Miamisburg, Ohio 45342, Attention: Vice
President - General Counsel and Secretary and to Recipient
at his or her address as found on the records of the
Sponsor.
c. No term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
d. The headings in this Agreement are for the purposes of
convenience of reference only and shall not be deemed to
constitute a part hereof.
e. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of
Ohio.
f. All capitalized terms not defined herein shall have the
meaning set forth in the Plan.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands on the date
first above written.
RECIPIENT HUFFY CORPORATION (SPONSOR)
By:
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Its:
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