Exhibit 99.2
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 Employee.
WHEREAS, Employee is an employee of the Company; and
WHEREAS, in order to induce Employee to continue in the employment of
the Company or its subsidiaries and to assist the Company in its future growth
and continued success, the Company wishes to grant Employee an award to purchase
shares of common stock, par value $2.50 per share, of the Company (the "Common
Stock") pursuant to the Company's 2004 Stock Incentive Plan (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 Employee, and Employee 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).
Employee: Thomas P. Giese
Date of Grant: February 9, 2007
Number of shares purchasable: 447
Purchase Price per share: $0
Annual Vesting Rate: --
Vesting Date: November 30, 2007
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 and/or one or more of its subsidiaries. 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,
Employee 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 Employee shall cease to be an employee of the
Company or any of its subsidiaries for any reason other than retirement from
employment with the Company or any of its subsidiaries at age sixty-five (65) or
later with the written consent of the Compensation Committee of the Board of
Directors of the Company, 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. Employee shall make payment to the Company of amounts
sufficient to satisfy all applicable Federal, state, and local income and
employment tax ("Taxes") withholding requirements in connection with the sale of
the Restricted Shares to Employee pursuant to this Agreement or the termination
of the restrictions imposed upon the Restricted Shares hereunder, as and when
such Taxes become due.
(b) Stock Withholding. The Employee may satisfy the obligation in
Section 6(a) 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 Taxes. The Employee also may satisfy
the obligation in Section 6(a) 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 Taxes. The withheld or
delivered shares will be valued at fair market value on the applicable
determination date for such Taxes.
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 February 9, 2007 by and between the
Company and Thomas P. Giese."
(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. The Employee 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 Employee 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 Employee, without his or her consent, of
Restricted Shares granted prior to such amendment or of any of Employee's rights
under this Agreement. The Company shall, upon written request therefor, send a
copy of the Plan, in its then-current form, to Employee.
11. Employment Rights. No provision of this Agreement shall (a) confer upon
Employee any right to continue in the employ of the Company or any of its
subsidiaries; (b) affect the right of the Company and each of its subsidiaries
to terminate the employment of Employee, with or without cause; or (c) confer
upon Employee 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.
Employee hereby acknowledges and agrees that the Company and each of its
subsidiaries may terminate the employment of Employee at any time and for any
reason, or for no reason, unless Employee and the Company or such subsidiary are
parties to a written employment agreement that expressly provides otherwise.
12. Governing Law. This Agreement and the Grant 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 Employee have duly executed this Agreement
effective as of the Date of Grant.
AMERON INTERNATIONAL CORPORATION
By:
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John E. Peppercorn
Chairman
Compensation Committee
By:
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Javier Solis
Secretary
Compensation Committee
EMPLOYEE:
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Name: Thomas P. Giese