Exhibit 10.4
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
GRANTED UNDER 2000 INCENTIVE PLAN
RESTRICTED STOCK AWARD
Unless defined in this Restricted Stock Award (this "AWARD DOCUMENT"),
capitalized terms will have the same meanings ascribed to them in the Charles
River Laboratories International, Inc. 2000 Incentive Plan (the "PLAN").
Pursuant to Section 4(c) of the Plan, you have been granted restricted
shares of Common Stock on the following terms and subject to the provisions of
the Plan, which is incorporated by reference. In the event of a conflict between
the provisions of the Plan and this Award Document, the provisions of the Plan
will prevail.
NAME: ((Firstname))((Last_Name))
TOTAL NUMBER OF SHARES GRANTED: ((RS)) Shares
FAIR MARKET VALUE PER SHARE: $xx.xx per Share
TOTAL FAIR MARKET VALUE OF AWARD: ((Market))
DATE OF GRANT: ((Date))
VESTING SCHEDULE: o The first 33% of the total number of
shares granted will vest upon your
completion of a total 12 months of
continuous service.
o An additional 33% of the shares will
vest upon your completion of a total
of 24 months of continuous service
from the Date of Grant.
o The final 34% of the shares will vest
upon your completion of a total of 36
months of continuous service from the
Date of Grant.
By your signature and the signature of the Company's representative
below, you and the Company agree that these shares are granted under and
governed by the terms and conditions of the Plan and the terms and conditions
set forth in the attached EXHIBIT A.
RECIPIENT CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.
- ------------------------------------ ---------------------------------
((Firstname))((Last_Name)) James C. Foster
Chairman, President & CEO
EXHIBIT A
TERMS AND CONDITIONS OF
RESTRICTED STOCK AWARD
PAYMENT FOR SHARES
No payment is required for the Shares that you receive under this
Award.
VESTING
The Shares that you receive under this Award will vest in accordance
with the "Vesting Schedule" set forth in the Award Document.
Unless prohibited by Applicable Laws, vesting of the Shares that you
receive under this Award will be tolled during any unpaid leave of absence.
RESTRICTED STOCK
Unvested Shares that you receive under this Award will be considered
"RESTRICTED STOCK". You may not sell, transfer, pledge or otherwise dispose of,
make any short sale of, grant any option for the purchase of or enter into any
hedging or similar transaction with the same economic effect as a sale, any
Restricted Stock, except as provided in the next paragraph.
Except as otherwise provided in the Plan, Restricted Stock will not be
transferable by you other than by will or by the laws of descent and
distribution. With the consent of the Committee, you may transfer Restricted
Stock to: (i) your spouse, children or grandchildren ("IMMEDIATE FAMILY
MEMBERS"), (ii) a trust or trusts for the primary benefit of you and/or any or
all of such Immediate Family Members or (iii) a partnership or other entity in
which you and/or any or all of such Immediate Family Members or trusts are the
only partners or equity participants; PROVIDED that a transferee of Restricted
Stock must agree in writing on a form prescribed by the Company to be bound by
all provisions of this Award Document and subsequent transfers of Restricted
Stock will be prohibited except those in accordance with the Plan. Following
transfer, Restricted Stock will continue to be subject to the same terms and
conditions as were applicable immediately before transfer, and the events of
termination of the section below entitled "Termination" will continue to be
applied with respect to you.
TERMINATION
If you cease to be an employee of the Company or an Affiliate for any
reason, then (1) you will forfeit all of the unvested Restricted Stock that you
receive under this Award without any consideration and (2) such shares of
unvested Restricted Stock covered by this Award will revert to the Plan.
STOCK CERTIFICATES
Your Restricted Stock will be held for you by the Company. Upon the
vesting of your Restricted Stock, a stock certificate for those shares which
have vested will be released to you.
WITHHOLDING TAXES
No stock certificates will be released to you unless you have made
acceptable arrangements to pay any withholding taxes that may be due as a result
of receipt of this Award or the vesting of the Restricted Stock that
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you receive under this Award. These arrangements may include withholding of
Restricted Stock that otherwise would be released to you when they vest or
surrendering of Restricted Stock that you already own. The Fair Market Value of
Restricted Stock that are withheld or that you surrender, determined as of the
date when the taxes otherwise would have been withheld in cash, will be applied
as a credit against the taxes.
LOCK-UP PERIOD
You hereby agree that you will not sell, transfer, pledge, otherwise
dispose, make any short sale of, grant any option for the purchase of or enter
into any hedging or similar transaction with the same economic effect as a sale,
any Restricted Stock (or other securities of the Company) held by you (other
than those included in the registration) for a period specified by the
representative of the underwriters of the Common Stock (or other securities of
the Company) not to exceed 180 days following the effective date of a
registration statement of the Company filed under the Securities Act.
You agree to execute and deliver such other agreements as may be
reasonably requested by the Company or the underwriter which are consistent with
the foregoing or which are necessary to give further effect thereto. In
addition, if requested by the Company or the representative of the underwriters
of Common Stock (or other securities) of the Company, you will provide, within
10 days of the request, the information required by the Company or the
representative in connection with the completion of any public offering of the
Company's securities pursuant to a registration statement filed under the
Securities Act. The obligations described in this section entitled "Lock-Up
Period" will not apply to a registration relating solely to employee benefit
plans on Form S-3 or Form S-8 or similar forms that may be promulgated in the
future, or a registration relating solely to a Rule 145 transaction on Form S-4
or similar forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the Shares (or other securities)
subject to the foregoing restriction until the end of the 180-day period.
NO GUARANTEE OF CONTINUED SERVICE
YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF SHARES PURSUANT TO THE
"VESTING SCHEDULE" HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT WILL OF
THE COMPANY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AWARD DOCUMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE "VESTING SCHEDULE" DO NOT CONSTITUTE
AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD,
FOR ANY PERIOD OR AT ALL AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR
THE COMPANY'S RIGHT TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
CAUSE.
ENTIRE AGREEMENT; GOVERNING LAW
The Plan and this Award Document constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and you with
respect to the subject matter hereof. This Award Document may not be modified in
a manner that is materially adverse to your interest except by means of a
writing signed by the Company and you. This Award Document is governed by the
internal substantive laws but not the choice of law rules of Delaware.
BY SIGNING THE AWARD DOCUMENT, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THE PLAN AND
REPRESENT THAT YOU ARE FAMILIAR WITH THE TERMS AND CONDITIONS OF THE PLAN, AND
HEREBY ACCEPT THIS AWARD SUBJECT TO ALL PROVISIONS IN THIS AWARD DOCUMENT AND IN
THE PLAN. YOU HEREBY AGREE TO ACCEPT AS FINAL, BINDING AND CONCLUSIVE ALL
DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER
THE PLAN OR THIS AWARD DOCUMENT.
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