EXHIBIT 10.3
MARINE PRODUCTS CORPORATION
PERFORMANCE RESTRICTED STOCK AGREEMENT
PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the day of __________, 2___,
between Marine Products Corporation, a Delaware corporation (hereinafter called
the "Company"), and (Employee Name), an employee of the Company or one or more
of its subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company desires to grant to the Employee, as an incentive for
Employee to promote the interests of the Company and its subsidiaries, the right
to receive shares of its Common Stock, par value $0.10 per share (hereinafter
called the "Common Stock"), subject to certain performance and continued
employment vesting criteria, pursuant to the terms and provisions of the
Company's 2004 Employee Stock Incentive Plan (hereinafter called the "Plan"), as
hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:
THE PLAN. This Agreement is made pursuant to and in accordance with the
terms and provisions of the Plan. Anything in this Agreement to the contrary
notwithstanding, the terms and provisions of the Plan, all of which are hereby
incorporated herein by reference, shall be controlling in the event of any
inconsistency herewith.
1 ADMINISTRATION. Unless administration of the Plan is assumed by
the Board of Directors of the Company, the Plan shall be
administered by a committee of the Board of Directors of the
Company constituted in accordance with the Plan, (hereinafter
referred to as the "Committee".) The Committee is authorized and
empowered to administer and interpret the Plan and this
Agreement. Any interpretations of this Agreement or of the Plan
made by the Committee shall be final and binding upon the
parties hereto.
2. GRANT OF PERFORMANCE RESTRICTED STOCK. Effective as of ___ __,
2___ (the "Grant Date"), the Company hereby irrevocably grants
to the Employee the right to receive the following (Grant
Amount) grants of shares of Common Stock, subject to
satisfaction of the vesting requirements and the terms and
conditions hereinafter set forth in Section 3 below (such shares
of Common Stock being hereinafter referred to in the aggregate
as the "Performance Restricted Stock"):
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Grant # of Average Stock Normal
Shares Price Condition Award Date
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1 X $
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2 X $
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3 X $
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4 X $
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5 X $
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Total Shares
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3. STOCK PERFORMANCE. No Performance Restricted Stock will be issued
pursuant to any of the aforementioned grants unless and until the
performance criteria set forth below in this Section 3 with respect to
such grant have been satisfied:
(a) With respect to the ___ grant(s), the Average Closing Price
(defined to be the average closing price of the Common Stock on the New
York Stock Exchange for 10 consecutive trading days occurring from and
after the Grant Date) must equal or exceed the Average Stock Price
Condition for such grant (as disclosed in the table in Section 2 above)
on or before ______.
(b) With respect to grant(s) ________, the Average Closing Price
must equal or exceed the Average Stock Price Condition for such grant at
some point within the twelve month period beginning on the earlier to
occur of (i) the Normal Award Date for such grant (as disclosed in the
table in Section 2 above), or (ii) the date that the Average Closing
Price first equaled or exceeded the Average Stock Price Condition with
respect to the next previous grant.
(c) With respect to grant(s) _________, the Average Closing Price
must equal or exceed the Average Stock Price Condition for such grant on
or before ___________________.
Subject to the provisions hereof and of the Plan, as soon as practicable after
the performance conditions set forth above have been satisfied with respect to
any grant the Performance Restricted Stock pertaining to such grant shall be
issued in the name of Employee and held in escrow by the Company in accordance
with Section 6 hereof. The date on which the Company becomes obligated to issue
shares of Performance Restricted Stock with respect to any grant hereunder
pursuant to the terms of this Section 3 is hereinafter referred to as the
"Obligation Date" with respect to such Performance Restricted Stock. Should the
Employee's employment with the Company terminate for any reason prior to the
Obligation Date of any Performance Restricted Stock that is the subject of this
Agreement, such Performance Restricted Stock shall not be issued and all rights
hereunder with respect to such Performance Restricted Stock shall be forfeited.
With respect to each grant, if the Average Closing Price does not equal or
exceed the Average Stock Price Condition for such grant within the required time
period, the shares of Performance Restricted Stock to which the grant pertains
shall not be issued; provided, however, that if the Average Closing Price equals
or exceeds the Average Stock Price Condition with respect to grant(s) ___ at any
time on or before ___________, all shares of Performance Restricted Stock
pertaining to all _____ grants made pursuant to this Agreement shall be issued
in accordance
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with the provisions of the foregoing paragraph hereof. If the Average Closing
Price does not equal or exceed the Average Stock Price Condition with respect to
grant(s) ____ at any time on or before _________, all shares of Performance
Restricted Stock pertaining to grants made pursuant to this Agreement which have
not previously been issued shall be forfeited by Employee.
4. SERVICE/EMPLOYMENT. Once issued in accordance with Section 3 above, each
Performance Restricted Stock award shall vest upon that date which is
the earlier of (a) the _______ anniversary of the Obligation Date
applicable to such award, or (b) the date Employee reaches age 65, but
only if, through such date, Employee shall have been in the continuous
employ of the Company or a subsidiary thereof, in a position of
equivalent or greater responsibility as on the Grant Date. If Employee's
employment with the Company terminates at any time prior to the vesting
pursuant to this Section 4 of any Performance Restricted Stock issued in
his or her name, he or she shall forfeit all such unvested Performance
Restricted Stock, unless the Employee's employment terminates due to his
or her death or permanent disability (as determined by the Committee in
accordance with the Plan), in which case any such unvested Performance
Restricted Stock shall vest immediately. Any Performance Restricted
Stock that is issued pursuant to Section 3 after age 65, but before
Retirement (as defined in the Plan), shall vest immediately upon the
issuance thereof. The transfer of employment by Employee between the
Company and a subsidiary thereof shall not be deemed a termination of
employment under the Plan or this Agreement.
5. ESCROW: DIVIDENDS AND VOTING RIGHTS. Prior to the completion of the
vesting period referenced in Section 4 above, all issued (earned) shares
of Performance Restricted Stock shall be held in escrow by the Company
for the benefit of Employee. During such period, prior to any forfeiture
of the shares, Employee shall receive all cash dividends declared with
respect to the shares and shall have the right to exercise all voting
rights with respect to the shares. At the discretion of the Company, any
share certificates so held in escrow shall be inscribed with a legend
referencing the transfer restrictions contained in this Agreement and
any other applicable transfer restrictions. Any share certificates
issued pursuant to a stock split or as dividends with respect to the
Performance Restricted Stock held in escrow shall also be held in escrow
on the same terms as the Performance Restricted Stock and shall be
released at the same time as, and subject to the same risk of forfeiture
as, the shares with respect to which they were issued. Any issued
Performance Restricted Stock which the Employee does not forfeit
pursuant to Section 4 above shall be transferred to the Employee free of
any forfeiture conditions under the Plan or this Agreement as soon as
practicable after the service vesting condition under Section 4 above
has been satisfied or no longer applies; provided, however, that if the
Committee at any time before such transfer reasonably determines that
the Employee might have violated any applicable criminal law, the
Committee shall have the right to cause all of Employee's Performance
Restricted Stock then held in escrow to be forfeited, without regard to
whether (i) Employee has satisfied the service vesting condition set
forth in Section 4 before the date the Committee makes such
determination, or (ii) Employee's employment is (or might have been)
terminated as a result of such conduct.
6. NON-TRANSFERABILITY. No rights granted pursuant to this Agreement shall
be assignable or transferable, and such rights shall not be subject to
execution, attachment or other process until that date on which the
Performance Restricted Stock vests pursuant to Section 4. The Company
may, at its discretion, place a legend to such effect on the
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certificates representing the shares of Performance Restricted Stock and
issue appropriate stop transfer instructions to the Company's transfer
agent.
7. CHANGE IN CAPITALIZATION. In general, if the Company is merged into or
consolidated with another corporation under circumstances in which the
Company is not the surviving corporation, or if the Company is
liquidated, or sells or otherwise disposes of substantially all of its
assets to another corporation (any such merger, consolidation, etc.
being hereinafter referred to as a "Non-Acquiring Transaction") while
the Performance Restricted Stock is outstanding under the Plan, after
the effective date of a Non-Acquiring Transaction Employee shall be
entitled to receive such stock or other securities as the holders of the
same class of stock as the Performance Restricted Stock shall be
entitled to receive in such Non-Acquiring Transaction based upon the
agreed upon conversion ratio or per share distribution. However, in the
discretion of the Board of Directors, any vesting restrictions on the
Performance Restricted Stock may continue in full force and effect,
subject to whatever adjustments the Board of Directors deems
appropriate. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made by
the Board of Directors, whose determination in that respect shall be
final, binding and conclusive. The Committee need not treat other
holders of Performance Restricted Stock in the same manner as Employee
is treated.
8. REQUIREMENT OF LAW. If any law, regulation of the Securities and
Exchange Commission, or any regulation of any other commission or agency
having jurisdiction shall require the Company or the Employee to take
any action prior to the issuance or release from escrow of any shares of
Performance Restricted Stock, then the date upon which the Company shall
deliver or cause to be issued or released from escrow the certificate or
certificates for such shares of Performance Restricted Stock shall be
postponed until full compliance has been made with all such requirements
or law or regulations. Further, at or before the time of issuance of any
shares of Performance Restricted Stock, the Employee shall, if requested
by the Company, deliver to the Company his/her written statement that
he/she intends to hold such shares for investment and not with a view to
resale or other distribution thereof to the public. Further, in the
event the Company shall determine that, in compliance with the
Securities Act of 1933, as amended, or other applicable statute or
regulation, it is necessary to register any of the shares of Performance
Restricted Stock, or to qualify any such shares for exemption from any
of the requirements of the Securities Act of 1933, as amended, or other
applicable statute or regulations, then the Company shall take such
action at its own expense, but not until such action has been completed
shall the shares be issued in the name of the Employee.
9. WITHHOLDING. Employee shall have the right (absent any contrary action
by the Committee and subject to satisfying the requirements, if any, of
Rule 16b-3 promulgated pursuant to Section 16 of the Securities Exchange
Act of 1934, as amended) to elect that the minimum tax withholding
requirements applicable to the receipt of any award pursuant to this
Agreement be satisfied through a reduction in the number of shares of
Performance Restricted Stock issued or transferred to him or her, and
the Committee shall have the right to reduce the number of shares of
Performance Restricted Stock issued or transferred to the Employee in
order to satisfy such minimum applicable tax withholding requirements.
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10. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to grant
Employee the right to continued employment with the Company or to limit
or restrict the right of the Company or any of its subsidiaries to
terminate an Employee's employment at any time, with or without cause,
or to increase or decrease the compensation of the Employee from the
rate in existence at the date hereof.
11. GOVERNING LAW. This Agreement and all awards made and actions taken
hereunder shall be governed by and construed in accordance with the
Delaware General Corporation Law, to the extent applicable, and in
accordance with the laws of the State of Georgia in all other respects.
IN WITNESS WHEREOF, the Company has caused this Performance Restricted
Stock Agreement to be duly executed by an authorized officer, and the Employee
has hereunto set his/her hand, all as of the day and year first above written.
Marine Products Corporation
By:
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Its: President
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Employee Name
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