EXHIBIT 10.26
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (the "Shares"), to the Recipient named
below, subject to the restrictions contained herein. The terms and conditions of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan prospectus. Copies of the Plan and the Plan prospectus are
attached.
Date of Grant: October 22, 2003
Name of Recipient: David S. Borror
Recipient's Social Security Number: ________________
Number of Shares Granted: 20,000 Shares
Vesting Start Date: October 22, 2003
Vesting Schedule:
Subject to all of the terms and conditions set forth in the attached
Agreement and the Plan, the restrictions on your Shares will lapse as follows:
(i) the expiration of three (3) years from the Date of Grant; and (ii) the
Company's achievement of a book value per share of $30.00 (without adjustment
for the impact of dividends and dilution). The restrictions on your Shares will
lapse and the Shares will fully and immediately vest if the Company terminates
you without cause. Otherwise, termination of your employment for any reason will
not result in a lapse of the restrictions on your Shares.
By signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is also
enclosed.
Recipient: /s/ David S. Borror
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David S. Borror
Company: /s/ Robert A. Meyer, Jr.
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Robert A. Meyer, Jr., Senior Vice President
DOMINION HOMES, INC.
2003 STOCK OPTIONS AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
The Plan and Other Agreements
The text of the Plan, as it may be amended from time to time, is incorporated in
this Agreement by reference. This Agreement (which also includes the cover
sheet) and the Plan constitute the entire understanding between you and the
Company regarding this grant of Restricted Stock. Any prior agreements,
commitments or negotiations concerning such grant are superseded. In the event
that any provision in this Agreement conflicts with any term in the Plan, the
term in the Plan shall be deemed controlling. Certain capitalized terms used in
this Agreement are defined in the Plan.
Vesting
The Shares granted under this Agreement shall initially be unvested, and, unless
and until they vest in accordance with the Vesting Schedule on the attached
cover sheet, they shall be subject to forfeiture.
Termination of Service
Upon your Termination for any reason other than by the Company without cause
(including Termination by reason of your death or Disability), any Shares which
have not vested on or before your Termination shall be forfeited, and no Shares
granted under this Agreement will continue to vest after your Termination. In
the event that your employment is Terminated without cause, any shares which
have not vested on or before your Termination shall fully and immediately vest.
Tax Deduction Limitations
Notwithstanding any provision contained in the Plan, this Agreement or the
attached cover sheet, if the vesting of any of the Shares in any taxable year of
the Company would prevent the Company from deducting the then fair market value
of such Shares for federal income tax purposes in such taxable year under any
applicable provision of the Code, then, such Shares shall not become vested in
such taxable year of the Company. Instead, any such Shares which would have
become vested shall vest as of the first day of each succeeding taxable year of
the Company, as to the maximum number permitted in each such year which would
allow the Company to deduct the then fair market value of such Shares for
federal income tax purposes.
Transfer Restrictions
Until the Shares are vested in accordance with the terms of this Agreement and
the attached cover sheet, they may not be sold, assigned, transferred, pledged
or otherwise encumbered.
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Certificates issued in respect of the Shares which are unvested shall be
registered in your name and deposited by you, together with a stock power
endorsed in blank, with the Company. Upon the vesting of Shares, such
restrictions on transfer will terminate with respect to such vested Shares and
the Company shall deliver to you the certificates issued in respect of such
vested Shares.
Voting and Dividend Rights
Unless and until any unvested Shares are forfeited pursuant to the applicable
provisions of this Agreement and the attached cover sheet, you shall have all
voting rights with respect to the Shares. Any dividends associated with unvested
Shares will be retained in an escrow account and distributed to you when the
Shares vest or forfeited if the Shares are forfeited.
Income Tax Election
If you make an election under Section 83(b) of the Code, you shall provide to
the Company a copy of such election within thirty (30) days of the filing of
such election with the Internal Revenue Service.
Withholding Taxes
The Company shall be entitled and is authorized, if the Committee deems it
necessary or desirable, to withhold (or to secure payment from you, in lieu of
withholding) for any federal, state or local income taxes payable, as may be
permitted under the Plan.
No Employment Rights
This Agreement does not give you the right to continue in the employment of the
Company or any Subsidiary. The Company and each Subsidiary reserves the right to
Terminate you at any time and for any reason.
Adjustments
The Committee may adjust the number of Shares covered by this Agreement under
certain circumstances as provided in the Plan. Notwithstanding anything to the
contrary contained in this Agreement, the Shares granted hereunder (and the
vesting thereof) shall be subject to the terms of the agreement of merger,
liquidation or reorganization in the event the Company becomes subject to such
corporate activity.
Applicable Law
This Agreement will be interpreted and enforced under the laws of the State of
Ohio.
By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.
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