Elizabeth Arden, Inc. Restricted Stock Award Agreement (June 25, 2003)
Elizabeth Arden, Inc. grants restricted shares of its common stock to the recipient under its 2000 Stock Incentive Plan. The recipient gains ownership rights, including voting and dividends, but cannot sell or transfer the shares until certain restrictions lapse according to a vesting schedule. If employment ends before vesting, unvested shares are forfeited unless otherwise decided by the company. Restrictions end immediately if there is a change in control. The agreement also covers tax and securities law compliance for the award.
Elizabeth Arden, Inc.
14100 N.W. 60th Avenue
Miami Lakes, Florida 33014
Re: Award of Restricted Stock
Dear Restricted Stock Award Recipient:
Elizabeth Arden, Inc. (the "Company") is pleased to make the following award to you as described below:
1. Pursuant to the provisions of the Elizabeth Arden, Inc. 2000 Stock Incentive Plan, as the same may be amended, modified and supplemented (the "Plan"), the Committee (as defined in the Plan) hereby grants to you as of the award date set forth in the Certificate (as defined below) related to this award, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of shares of common stock, par value $.01 per share, of the Company (the "Restricted Stock") set forth in the Certificate related to this award. The term "Certificate" means the Certificate of Restricted Stock Award accompanying this Agreement (as defined below) on the website of the Company's Plan administrator, pursuant to which you have been informed of this award and have been given the opportunity to accept or reject this award. The Certificate is incorporated herein by reference, including your electronic acceptance or rejection of this award at the websit e of the Company's Plan administrator.
2. It is understood and agreed that the award evidenced by this agreement (the "Agreement") is subject to the following terms and conditions:
(a) You shall be entitled to exercise and enjoy all rights and entitlements of ownership of the Restricted Stock, including the right to vote such Restricted Stock on all matters which come before the shareholders of the Company and the right to receive dividends and other distributions thereon, except that, until the period(s) of restriction applicable to the Restricted Stock lapses (as provided below) the following restrictions shall apply: (i) you will not sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber the Restricted Stock and any such attempted disposition or encumbrance shall be void and unenforceable against the Company; (ii) dividends and other distributions on the Restricted Stock will be subject to the provisions set forth in Sections 2(e) and 5 hereof; and (iii) your shares of Restricted Stock will be subject to forfeiture pursuant to the provisions of Section 2(c) hereof.
(b) Subject to the other provisions of this Section 2, the period(s) of restriction applicable to the Restricted Stock will lapse according to the vesting schedule set forth in the certificate.
(c) Subject to Section 2(d) hereof, upon termination of your employment with the Company and its subsidiaries for any reason whatsoever, with or without cause, voluntarily or involuntarily (other than by reason of the your death or permanent and total disability (as defined in Section 22(e)(3) of the Internal Revenue Code)) all shares of Restricted Stock as to which the applicable period(s) of restriction has not then lapsed will be forfeited and returned to the Company, and all your rights, or the rights of your heirs in and to such shares and dividends thereon will terminate, unless the Committee determines otherwise in its sole and absolute discretion. Upon your death or permanent and total disability (as defined in Section 22(e)(3) of the Internal Revenue Code), the period(s) of restriction shall lapse with respect to a number of shares of Restricted Stock equal to the product of (i) a fraction the numerator of which is the number of completed months elapsed after the date of t his Agreement to the date of death or total disability, as the case may be, and the denominator of which is twelve (12) and (ii) the number of shares of Restricted Stock. As to any shares of Restricted Stock then remaining, all such shares of Restricted Stock shall be forfeited.
(d) Notwithstanding the foregoing provisions of this Section 2, if there is a Change in Control (as defined in the Plan) of the Company, the period(s) of restriction shall lapse with respect to all shares of Restricted Stock.
(e) Cash dividends, if any, that are declared on each share of Restricted Stock prior to the lapse of the period(s) of restriction applicable thereto in accordance with Section 2(b) hereof, will be paid in your name and will be delivered to you by the Company, as soon as practicable following the payment thereof. Stock dividends or other distributions, if any, that are declared on each share of Restricted Stock prior to the lapse of the period(s) of restriction applicable thereto in accordance with Section 2(b) hereof, will be issued in your name but will be subject to the same restrictions as the Restricted Stock and will be held in custody by the Company until the period(s) of restriction applicable to the Restricted Stock lapses (as provided in Section 2(b) hereof).
(f) Subject to the provisions of Sections 3, 4 and 5 hereof, upon the lapse of the period(s) of restriction applicable to shares of Restricted Stock in accordance with the terms of this Section 2, you shall become entitled to receive a stock certificate evidencing such shares or have shares delivered electronically to your broker, and the restrictions referred to in Section 2(a) hereof shall become null and void and cease to exist with respect to such shares.
3. The issuance or delivery of any shares of Restricted Stock as to which the period(s) of restriction has lapsed may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of any national securities exchange or the NASDAQ National Market System, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to deliver any such shares of Restricted Stock to you if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange or the NASDAQ National Market System, or you shall not yet have complied fully with the provisions of Section 5 hereof.
4. You hereby represent that the Restricted Stock awarded pursuant to this Agreement is being acquired for investment and not for sale or with a view to distribution thereof. You acknowledge and agree that any sale or distribution of shares of Restricted Stock as to which the period(s) of restriction has lapsed may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. You hereby consent to such action as the Committee or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Restricted Stock (whether or not the period(s) of restriction applicable thereto has lapsed) and delivering stop transfer instructions to the Company's stock transfer agent.
5. No later than the date as of which an amount first becomes includible in your gross income for federal income tax purposes with respect to any shares of Restricted Stock, you shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by you with this paragraph, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any other sums due or to become due from the Company, including from the delivery of the shares of Common Stock that give rise to the withholding requirement. You may also make withholding tax payments by tendering shares of Common Stock, valued as of the date tendered. Notwithstanding anything to the contrary contained herein, you shall be res ponsible for the payment of all taxes required to be paid in connection with the issuance or vesting of the shares of Common Stock issued pursuant to this Agreement.
6. This Agreement does not confer upon you any right to continued employment by the Company or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with our right to terminate your employment at any time for any reason or no reason.
7. The Plan and this Agreement will be construed by and administered under the supervision of the Committee, and all determinations of the Committee will be final and binding on you.
8. Nothing in the Plan or this Agreement will restrict or limit in any way the right of the Board of Directors of the Company to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.
9. You hereby irrevocably appoint the Company and each of its officers, employees and agents as your true and lawful attorneys with power (i) to sign in your name and on your behalf stock certificates and stock powers covering some or all of the Restricted Stock and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. You agree to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement.
10. You hereby agree to be bound by all of the terms and provisions of the Plan, a copy of which is available upon your request.
11. This Agreement may be executed in counterparts, in writing or via the Company's designated online procedure, each of which taken together shall constitute one and the same instrument.
12. This Agreement, which constitutes the entire agreement of the parties with respect to the Restricted Stock, shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida without regard to principles of conflicts of law. In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.
