EXHIBIT 10(g)
FORM OF RESTRICTED SHARES AGREEMENT
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RESTRICTED SHARES AGREEMENT BETWEEN
20TH CENTURY INDUSTRIES, A CALIFORNIA CORPORATION
AND ______________________, AN EMPLOYEE
OF 20TH CENTURY INDUSTRIES
This Agreement made at Woodland Hills, California, as of the ____ day of
________ 199__, by and between 20th Century Industries, a California
corporation, (the "Company") and _______________, (the "Employee").
RECITAL OF FACTS
1. The Board of Directors of 20th Century Industries at its meeting held on
February 23, 1982 adopted, subject to shareholder approval, the 20th
Century Industries Restricted Shares Plan (the "Plan"). The shareholders of
20th Century Industries at their meeting held on May 25, 1982 approved the
Plan.
2. The Committee of the Board of Directors of 20th Century Industries
designated to administer the Plan (the "Committee") has awarded shares to
the Employee pursuant to the Plan.
THEREFORE, it is agreed by and between the Company and the Employee as
follows:
3. The Company has granted to the Employee of the shares of the Company
without par value. The shares are evidenced by the following share
certificate(s), the restriction with respect to which expires on the date
indicated.
Share Certificate # # of Shares Restriction Expiration Date
- ----------------- ------------- ---------------------------
Each of the share certificates will have attached the following restrictions.
The shares evidenced by this certificate are "restricted" pursuant to the
20th Century Industries Restricted Shares Plan and may not be transferred
or reissued without the consent of 20th Century Industries.
Attached to each share certificate is a stock assignment signed in blank by the
shareholder(s) and the signature of each shareholder is guaranteed by a bank or
a member of a national securities exchange or an officer of the Company. Such
guarantee is undated.
4. During the period of restriction and while subject to forfeiture, the share
certificates shall remain in the possession and custody of the Company. If
shares are forfeited, the Company may exercise the stock assignment(s)
provided for above, but upon delivery to the Employee of a share
certificate, the stock assignment pertaining thereto shall also be
delivered to the Employee.
5. If the Employee has been continuously employed by 20th Century Industries
from the date hereof to the expiration dates of the restrictions, the share
certificate for which the restrictions expire shall be delivered to the
Employee free of all restrictions other than those imposed, or made
necessary by federal and state securities laws. If the employment is
terminated for any reason all shares not free of restrictions shall be
forfeited in favor of the Company.
6. The Employee acknowledges that he or she has received from the Company the
Annual Report to shareholders for the year 1995 of the Company, the Form
10-K filed with the United States Securities and Exchange Commission (the
"SEC") of the Company for the year 1995 and the report to shareholders for
the third quarter of 1996. The Employee also acknowledges that there have
been made available to him or her for inspection, and copying if he or she
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so desires, copies of prior reports to shareholders and filings with the
SEC. Such right of inspection and copying shall terminate if and when the
employment of the Employee terminates.
7. Attached hereto and made a part hereof as though fully set forth hereto and
designated "Annex 1" hereof, is a copy of the 20th Century Industries
Restricted Shares Plan. In the event of any conflict between the terms and
provisions of this Agreement and those of the Plan, the terms and
provisions of the Plan, including without limitation, those with respect to
powers of the Committee, shall prevail and be controlling.
8. If the Employee exercises the election provided for in Section 83(b) of the
Internal Revenue Code and Section 17122.7(b) of the Revenue and Taxation
Code of California, he or she shall promptly notify the Company.
9. Neither the Plan, this Agreement, nor the award of Restricted Shares shall
confer any right to continue in the employ of the Company or interfere in
any way the right of the Company to terminate any employment at any time.
10. The Employee shall furnish to the Company all information requested at any
time or from time to time by the Company to enable it to comply with any
reporting or other requirement imposed upon the Company by or under any
applicable statute or regulation.
11. No shares issued or transferred to an Employee, hereunder, so long as such
shares are subject to a risk of forfeiture imposed hereunder, may be
transferred, assigned, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise) except shares upon forfeiture
shall be transferred back to the Company or to another Employee upon being
regranted.
12. Nothing in the Plan on in this Restricted Shares Agreement entered into
pursuant to the Plan shall require the Company to issue or transfer any
shares pursuant to an award if such issuance or transfer would, in the
opinion of the Committee, constitute or result in a violation of any
applicable statute or regulation of any jurisdiction relating to the
disposition of securities.
13. If the Committee shall determine, in its discretion, that the listing,
registration or qualification of shares awarded hereunder upon any
securities exchange or under any applicable statute or regulation of any
jurisdiction relating to securities, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the issuance or transfer of such shares, nothing in
this Restricted Shares Agreement shall require the Company to issue or
transfer such shares unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.
14. In connection with the shares awarded hereunder, it shall be a condition
precedent to the Company's obligation to evidence the removal of any
restrictions or transfer or lapse of any risk of forfeiture that the
Employee make arrangements satisfactory to the Company to insure that the
amount of any federal or other withholding tax required to be withheld with
respect to such sale or transfer on such removal or lapse is made available
to the Company for timely payment of such tax.
15. The Employee represents that he or she is having the shares issued to him
or her for his or her own account and not with a view to or for sale in
connection with any distribution of the shares.
16. Notwithstanding any other provision of this Agreement including, but not
limited to, paragraphs 3, 4, and 5 hereof, all shares which have been
granted pursuant to this Agreement which have not been delivered to the
Employee because of the expiration date of the Restrictions shall vest in
the Employee immediately before a "change of control" of the Company, as
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defined herein, free and clear of any restrictions, except the restrictions
imposed by paragraphs 12 through 15 hereof. A "change of control" shall be
deemed to take place upon the occurrence of any of the following:
(i) Any merger or consolidation of the Company with or into any other
person, as the result of which the holders of the Company's Common
Shares immediately prior to the transaction shall, on the basis of
such holdings prior to such transaction, hold less than 50% of the
total outstanding voting stock of the surviving corporation
immediately upon completion of the transaction.
(ii) Any sale or exchange of all or substantially all of the property and
assets of the Company.
(iii) Any change in a majority of the Board of Directors of the Company
occurring within a period of two years or less, such that a majority
of the Board of Directors is comprised of individuals who are not
"Continuing Directors". For purposes of the foregoing, a "Continuing
Director" shall be a director (A) who was in office at the
commencement of such period of two years or (B) was elected subsequent
to the commencement of such period with the approval of not less than
a majority of those directors referred to in clause (A) who are then
in office. Any director meeting the qualifications of clause (B) of
the previous sentence shall, with respect to further determinations
after the date of such director's election, be deemed a director
meeting the qualifications of clause (A) of the previous sentence.
(iv) Any "person" (as defined in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) shall become
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of a majority of the Company's
outstanding Common Stock.
(v) the liquidation or dissolution of the Company.
(vi) any other transaction or reorganization similar to the foregoing which
in the opinion of the Committee constitutes a "change of control" of
the nature described in subparagraphs (i) through (v) hereof.
Upon the shares vesting in the Employee pursuant to this paragraph, share
certificate(s) shall be delivered to the Employee pursuant to the procedures set
forth in paragraphs 4 and 5 hereof.
Executed at the place and as of the date first above written.
20TH CENTURY INDUSTRIES
By ____________________
William L. Mellick, President and
Chief Executive Officer
By ____________________
John R. Bollington, Secretary
_______________________
"Employee"
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