FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR KEY EMPLOYEES

EX-10.97 4 c13514exv10w97.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR KEY EMPLOYEES exv10w97

Exhibit 10.97

FORM OF
RESTRICTED STOCK AWARD AGREEMENT
FOR KEY EMPLOYEES

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of [Month], [Year] by and between CHROMCRAFT REVINGTON, INC. (the “Company”), a Delaware corporation, and (the “Executive”), an employee of the Company,

WITNESSETH:

WHEREAS, the Company and the Executive are parties to an employment agreement dated (the “Employment Agreement”); and

WHEREAS, Section of the Employment Agreement provides for the award to the Executive of ( ) shares of restricted common stock of the Company and the execution of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, the Company’s issuance of shares of restricted common stock to the Executive, the respective covenants, agreements and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:

1. Award of Stock. Subject to the terms and conditions of this Agreement, the Company hereby grants and awards to the Executive ( ) shares of common stock of the Company, which shall be restricted as set forth in this Agreement (the “Restricted Stock”).

2. Grant Date. The grant date of the award of the Restricted Stock is .

3. Vesting of Restricted Stock. The Executive shall become vested in the number of shares of Restricted Stock on the dates specified as set forth in the table below on the condition that he is employed by the Company pursuant to the Employment Agreement on the applicable vesting date. In the event that the Executive is not employed by the Company on or prior to any vesting date, all remaining unvested shares of Restricted Stock shall immediately be forfeited by the Executive and revert back to the Company, and the Executive shall have no rights or claims to such shares.


Number of Shares		Date of Vesting

4. Dividend, Voting and Other Rights. Prior to the respective dates on which shares of Restricted Stock shall become vested as provided in this Agreement, the Executive shall be entitled to (a) receive all dividends and distributions, if any, paid with respect to the shares of Restricted Stock, (b) exercise all voting rights with respect to the shares of Restricted Stock, and (c) exercise and possess all other rights and attributes of ownership of the shares of Restricted Stock, except as provided otherwise in this Agreement.

5. Certain Representations and Agreements. The Executive hereby understands and agrees that (a) none of the shares of Restricted Stock have been registered or qualified under any federal or state securities laws and are being issued by the Company in reliance upon certain exemptions from registration or qualification under such laws, (b) because the shares of Restricted Stock have not been registered or qualified under any federal or state securities laws, such shares are subject to restrictions imposed by such laws on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, (c) because the Executive may be deemed to be an affiliate of the Company under the federal securities laws, the shares of Restricted Stock may be subject to further restrictions imposed by applicable law on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, and (d) he is (and his heirs, executors, administrators and representatives are) bound by, and the shares of Restricted Stock are subject to, the terms, conditions and restrictions set forth in this Agreement, the Company’s Certificate of Incorporation and By-Laws (as currently or hereafter in effect) and applicable law.

The Executive hereby represents and warrants to the Company as follows:

(a) The Executive is an executive officer of the Company;

(b) No representations, promises or commitments have been made to the Executive concerning the amount of dividends or distributions, the percentage of profit or the return on investment, if any, that he might expect to receive as a result owning the shares of Restricted Stock, nor have any representations, promises or commitments been made to the Executive relating to the repurchase by the Company of any shares of Restricted Stock upon vesting; and

(c) The shares of Restricted Stock shall be held by the Executive for his own account and not for another person and not with a view to resale, distribution, subdivision or fractionalization of such shares.

6. Non-transferability. Until shares of Restricted Stock shall have vested as provided in this Agreement, such unvested shares (a) cannot be sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise disposed of, nor can a lien, security interest or option be placed thereon, whether by operation of law, whether voluntarily or involuntarily, or otherwise, and (b) are not subject to execution, attachment or similar process or otherwise available to the creditors of the Executive. Any attempted or purported act in breach of or contrary to this Section 6 shall be null and void and of no force or effect whatsoever.

7. Issuance of Shares. Promptly following the execution of this Agreement, the Company shall issue (or purchase in the open market or in privately-negotiated transactions) the shares of Restricted Stock and thereafter maintain such shares in book-

entry form in the name of the Executive, and such shares shall be outstanding for all corporate purposes. Until such time as shares of Restricted Stock shall have vested as provided in this Agreement, the Company shall not issue any certificate representing unvested shares in the name or for the benefit of the Executive. Promptly following the respective dates on which shares of Restricted Stock become vested as provided in this Agreement, the Company shall release such vested shares to the Executive, less any withholding required by Section 8 hereof, and shall issue a stock certificate representing such vested shares in the name of the Executive and with a legend in substantially the following form imprinted thereon. The Executive shall not be entitled to hold any vested shares in street name with any broker, bank, trustee, custodian or other person until all restrictions on transfer imposed by this Agreement and by applicable law shall have expired or been satisfied.

RESTRICTION ON TRANSFER

The securities represented by this Certificate have not been registered or qualified under the Securities Act of 1933, as amended (the “Act”) or under any state securities laws and may not be sold, transferred, gifted, pledged or otherwise disposed of in the absence of such registration or qualification or an exemption therefrom under the Act and any applicable state securities laws.

The securities represented by this Certificate are subject to the terms of a Restricted Stock Award Agreement, which contains restrictions on the sale, transfer, gift, pledge and other disposition of, and other matters relating to, these securities, a copy of which Agreement is on file with the Secretary of the Company.

8. Income and Employment Tax Withholding. All required federal, state and local income and employment taxes (and all interest and penalties thereon) that arise by virtue of the vesting of the shares of Restricted Stock shall be the responsibility of and paid by the Executive. The Company shall have the right to require payment to it of the taxes and other charges required by law to be withheld as a result of the vesting of the shares of Restricted Stock. The Company also is hereby entitled, and the Executive hereby authorizes the Company, to withhold shares of Restricted Stock to satisfy any withholding tax liability of the Company. The value of the shares that may be withheld shall equal the Company’s aggregate withholding tax obligations in connection with the vesting of the shares of Restricted Stock (or, if made, the Executive’s election under Section 83(b) of the Internal Revenue Code) and shall be based upon the closing price of the Company’s common stock, as quoted by the principal securities exchange or market on which the Company’s common stock is then traded, on each vesting date specified in Section 3 hereof (or, if the Executive makes an election under Section 83(b) of the Internal Revenue Code, on the grant date of the award of the Restricted Stock). The Company understands and agrees that the Executive is entitled to make an election under Section 83(b) of the Internal Revenue Code with respect to the shares of Restricted Stock.

9. Changes in Stock. In the event of a change in the Company’s common stock due to a stock split, stock dividend, recapitalization or other similar event specified by the Company’s Board of Directors (or a committee of the Board), the Company shall make an appropriate adjustment or substitution in the number or type of shares under this Agreement. Any increases in the authorized capital stock of, or any issuances of authorized but unissued shares of capital stock by, the Company shall not constitute a change in common stock contemplated by this Section that requires an adjustment or substitution of the number or type of shares under this Agreement.

10. Employment Agreement. This Agreement and the Employment Agreement are separate and distinct agreements. This Agreement does not constitute an agreement, understanding or commitment by the Company relating to any continued employment or any terms of employment for the Executive. This Agreement shall have no effect whatsoever on the respective rights and obligations of the Company and the Executive under the Employment Agreement, and the Executive’s employment by the Company shall be governed solely by the Employment Agreement and applicable law.

11. Effect of Termination of Employment or Change in Control. In the event of a termination of the Executive’s employment with the Company other than following a Change in Control (whether by the Company or the Executive, whether with or without Cause or Good Reason, whether upon no extension of the term, or otherwise), all shares of Restricted Stock that have not yet vested as of the Executive’s last day of employment with the Company shall be forfeited by the Executive and revert back to the Company on his last day of employment, and the Executive shall have no rights or claims to such shares. In the event of a Change in Control, all unvested shares of Restricted Stock shall vest simultaneously with the Change in Control. As used in this Agreement, “Change in Control” shall have the same meaning ascribed to such term in the Employment Agreement.

12. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and the Executive and their respective heirs, executors, representatives, successors and assigns; provided, however that neither party may assign this Agreement without the prior written consent of the other party hereto except that the Company may, without the consent of the Executive, assign this Agreement in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction involving the Company or any transaction or series of transactions constituting a Change in Control. In the event of any such permitted assignment by the Company of this Agreement, all references to the “Company” shall thereafter mean and refer to the assignee of the Company.

(b) Waiver. Either party hereto may, by a writing signed by the waiving party, waive the performance by the other party of any of the covenants or agreements to be performed by such other party under this Agreement. The waiver by either party hereto of a breach of or noncompliance with any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder. The failure or delay of either party at any time to insist upon the strict performance of any provision of this Agreement or to enforce its rights or remedies under this Agreement shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of such provision, or to pursue any of its rights or remedies for any breach hereof, at a future time.

(c) Amendment. This Agreement may be amended, modified or supplemented only by a written agreement executed by both of the parties hereto.

(d) Headings. The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation or construction of this Agreement.

(e) Severability. In case any one or more of the provisions (or any portion thereof) contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions (or portion thereof) had never been contained herein.

(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same agreement.

(g) Construction. This Agreement shall be deemed to have been drafted by both parties hereto. This Agreement shall be construed in accordance with the fair meaning of its provisions and its language shall not be strictly construed against, nor shall ambiguities be resolved against, either party.

(h) Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto relating to the Restricted Stock and supersedes all other prior understandings, commitments and representations, whether oral or written, between the parties hereto relating to the Restricted Stock.

(i) Governing Law. Because the Company maintains its principal place of business in the State of Indiana, this Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to any choice of law provisions, principles or rules thereof (whether of the State of Indiana or any other jurisdiction) that would cause the application of any laws of any jurisdiction other than the State of Indiana.

(j) Jurisdiction and Venue. The parties hereto hereby agree that all demands, claims, actions, causes of action, suits, proceedings and litigation between the parties relating to this Agreement, shall be filed, tried and litigated only in a federal or state court located in the State of Indiana. In connection with the foregoing, the parties hereto irrevocably consent to the jurisdiction and venue of such court and expressly waive any claims or defenses of lack of jurisdiction of or proper venue by such court.

(k) Capitalized Terms. All capitalized terms that are not defined in this Agreement shall have the same meanings ascribed to them as set forth in the Employment Agreement.

(l) Recitals. The recitals, premises and “Whereas” clauses contained on page 1 of this Agreement are expressly incorporated into and made a part of this Agreement.

* * *

IN WITNESS WHEREOF, the Company and the Executive have made, entered into, executed and delivered this Restricted Stock Award Agreement as of the day and year first above written.



		(Signature of Executive)

		CHROMCRAFT REVINGTON, INC.

		By:

				(Signature of Officer)


		(Title)