Exhibit 99.1
AMERON INTERNATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
Pursuant to the
2004 STOCK INCENTIVE PLAN
This Restricted Stock Agreement (this "Agreement") is made and entered
into effective as of the Date of Grant, indicated below, by and between Ameron
International Corporation, a Delaware corporation (the "Company"), and the
person named below as Participant.
WHEREAS, Participant is a member of the board of directors of the
Company (the "Board") and is not employed by the Company or any of its
subsidiaries; and
WHEREAS, to encourage Participant to own shares of the Company's common
stock for the purposes set forth in the Company's 2004 Stock Incentive Plan (the
"Plan"), the Company wishes to grant Participant an award to purchase shares of
common stock, par value $2.50 per share, of the Company (the "Common Stock")
pursuant to the Plan on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Grant of Restricted Stock; Certain Terms and Conditions. The
Company hereby grants to Participant, and Participant hereby accepts, as of the
Date of Grant, the right to purchase the number of shares of Common Stock
indicated below (the "Restricted Shares") at the purchase price per share
indicated below (the "Purchase Price"). The aggregate Purchase Price must be
paid to the Company on or prior to 5:00 o'clock p.m., Los Angeles time, on the
sixtieth (60th) day following the Date of Grant. The Restricted Shares shall be
subject to all of the terms and conditions set forth in this Agreement including
the restrictions imposed pursuant to Section 3 hereof; provided, however, that
on each anniversary of the Date of Grant, the restrictions imposed pursuant to
Section 3 hereof shall terminate with respect to that number of Restricted
Shares (rounded to the nearest whole share) equal to the total number of
Restricted Shares multiplied by the Annual Vesting Rate indicated below (the
termination of such restrictions with respect to any Restricted Share, for any
reason, shall be referred to herein as the "vesting" of such share).
Participant
Date of Grant:
Number of shares purchasable:
Purchase Price per share:
Annual Vesting Rate:
2. Consideration; Method of Payment.
(a) The consideration for the issuance and sale of Restricted
Shares contemplated hereby may include, in addition to the Purchase Price per
share indicated in Section 1 hereof, consideration in the form of past services
to the Company. If the Purchase Price per share is $0, the total consideration
for the issuance and sale of the Restricted Shares shall be equal to the
aggregate par value thereof and such consideration shall be deemed to have been
received by the Company, on or prior to the Date of Grant, in the form of past
services.
(b) The aggregate Purchase Price must be paid to the Company
in cash or by check payable to the Company. Upon payment to the Company in full
of the aggregate Purchase Price as provided herein on or prior to 5:00 o'clock
p.m., Los Angeles time, on the sixtieth (60th) day following the Date of Grant,
Participant shall be deemed to have purchased the Restricted Shares effective as
of the Date of Grant.
3. Restrictions. Until a Restricted Share vests, it may not be sold,
assigned, conveyed, gifted, pledged, hypothecated, or otherwise transferred in
any manner.
4. Acceleration of Vesting upon Change in Control. In the event of
a Change in Control (as defined below), all of the then unvested Restricted
Shares shall vest immediately.
For purposes of this Agreement, a "Change in Control" shall mean one or
more of the following:
(a) The acquisition, directly or indirectly by any person or related
group of persons (as such term is used in Sections 13(d) and 14(d) of the 1934
Act), but other than the Company or a person that directly or indirectly
controls, is controlled by, or is under control with the Company, of beneficial
ownership (as defined in Rule 13d-3 of the 1934 Act) of securities of the
Company that results in such person or related group of persons beneficially
owning securities representing 40% or more of the combined voting power of the
Company's then-outstanding securities;
(b) A merger or consolidation to which the Company is a party, if (i)
the beneficial owners of the Company's securities immediately before the
transaction, do not, immediately after the transaction, have beneficial
ownership of securities of the surviving entity or parent thereof representing
at least 50% of the combined voting power of the then-outstanding securities of
the surviving entity or parent, and (ii) the directors of the Company
immediately prior to consummation of the transaction do not constitute at least
a majority of the board of directors of the surviving entity or parent upon
consummation of the transaction;
(c) A change in the composition of the Board of Directors of the
Company (the "Board") over a period of thirty-six (36) consecutive months or
less such that a majority of the Board members ceases by reason of one or more
contested elections for Board membership, to be comprised of individuals who
either (i) have been Board members since the beginning of such period or (ii)
have been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (i) who were
still in office at the time the Board approved such election or nomination; or
(d) The sale, transfer or other disposition of all or substantially all
of the Company's assets in complete liquidation or dissolution of the Company
unless (i) the beneficial owners of the Company's securities immediately before
the transaction have, immediately after the transaction, beneficial ownership of
securities representing at least 50% of the combined voting power of the
then-outstanding securities of the entity acquiring the Company's assets, and
(ii) the directors of the Company immediately prior to consummation of the
transaction constitute a majority of the board of directors of the entity
acquiring the Company's assets upon consummation of the transaction.
5. Repurchase of Restricted Shares. Notwithstanding anything to the contrary in
this Agreement, if Participant shall cease to serve as a member of the Board for
any reason other than retirement from the Board with the written consent of the
Compensation Committee of the Board after having served as a director of the
Company for an aggregate of at least five (5) full years, including, without
limitation, death, disability, resignation, termination for cause or termination
without cause, then unless the Company shall determine otherwise, the Company
shall repurchase each then unvested Restricted Share at a purchase price equal
to the Purchase Price per share.
6. Payment of Withholding Taxes.
(a) Obligation. Participant is liable and responsible for all taxes
owed in connection with the Restricted Shares, regardless of any action the
Company takes with respect to any tax reporting or withholding obligations that
arise in connection therewith. The Company does not make any representation or
undertaking regarding the tax treatment of the grant or vesting of the
Restricted Shares or the subsequent sale of the Restricted Shares. The Company
does not commit and is under no obligation to structure the Restricted Shares to
reduce or eliminate Participant's tax liability.
(b) Stock Withholding. Participant may satisfy any tax withholding
obligation by electing to have the Company withhold from the Restricted Shares
otherwise issuable pursuant to this grant one or more of such shares with an
aggregate fair market value equal to the withholding obligation. Participant
also may satisfy tax withholding obligation by delivering previously acquired
shares of unrestricted Common Stock (held for the requisite period to avoid a
charge to the earnings of the Company) in satisfaction of such obligation. The
withheld or delivered shares will be valued at fair market value on the
applicable determination date for the tax withholding obligation.
7. Escrow.
(a) Until a Restricted Share vests, the stock certificate representing
such Restricted Share shall be held in escrow in the custody of the Secretary of
the Company, duly endorsed in blank or accompanied by duly executed stock
powers. The stock certificate representing such unvested Restricted Shares shall
contain the following legend:
"The transfer and registration of transfer of the
securities represented by this certificate are subject to
certain restrictions as provided in a Restricted Stock
Agreement dated as of Date of Grant by and between the Company
and Participant."
(b) From and after the date upon which a Restricted Share vests, the
holder of record of such Restricted Share shall be entitled (provided that the
obligation set forth in Section 6 hereof has been satisfied) to receive the
stock certificate representing such Restricted Share, which stock certificate
shall not contain the legend set forth in subsection (a) above.
8. Voting; Dividends; Adjustments. Participant shall be entitled
(provided that the obligation set forth in Section 6 hereof has been satisfied)
to exercise all voting rights with respect to the Restricted Shares and to
receive all regular, quarterly cash dividends paid with respect thereto. In the
event that the outstanding securities of any class then comprising the
Restricted Shares are increased, decreased or exchanged for or converted into
cash, property and/or a different number or kind of securities, or cash,
property and/or securities are distributed in respect of such outstanding
securities, in either case as a result of a recapitalization, reclassification,
dividend (other than a regular, quarterly cash dividend) or other distribution,
stock split, reverse stock split or the like, then, unless the Company shall
determine otherwise, the term "Restricted Shares" shall, from and after the date
of such event, include such cash, property and/or securities so distributed in
respect of the Restricted Shares, or into or for which the Restricted Shares are
so increased, decreased, exchanged or converted.
9. Notices. All notices and other communications required or permitted
to be given pursuant to this Agreement shall be in writing and shall be deemed
given if delivered personally or five days after mailing by certified or
registered mail, postage prepaid, return receipt requested, to the Company at
245 South Los Robles Ave., Pasadena, California 91101, Attention: Corporate
Secretary, or to Participant at the address set forth beneath his or her
signature on the signature page hereto, or at such other addresses as they may
designate by written notice in the manner aforesaid.
10. Plan. The Restricted Shares are granted pursuant to the Plan,
as in effect on the Date of Grant, and are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time. In the
case that the terms and conditions of the Plan conflict with the terms and
conditions of this Agreement, the terms of the Plan shall control.
Notwithstanding the foregoing, no amendment to the Plan shall deprive
Participant, without his or her consent, of Restricted Shares granted prior to
such amendment or of any of Participant's rights under this Agreement. The
Company shall, upon written request therefor, send a copy of the Plan, in its
then-current form, to Participant.
11. Employment Rights. No provision of this Agreement shall (a) confer upon
Participant any right to continue as a member of the Board; (b) affect the right
of the Company to terminate the services of Participant, with or without cause;
(c) confer upon Participant any right to participate in any employee welfare or
benefit plan or other program of the Company or any of its subsidiaries other
than the Plan; or (d) be interpreted to form an employment relationship with the
Company or of its subsidiaries.
12. Governing Law. This Agreement and the Option granted hereunder shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware.
IN WITNESS WHEREOF, the Company and Participant have duly executed this
Agreement effective as of the Date of Grant.
AMERON INTERNATIONAL CORPORATION
By:_____________________________
Chairman
By:_____________________________
Secretary
PARTICIPANT:
________________________________
Name: