Form of Restricted Stock Award Agreement between Haynes International, Inc. and certain of its officers and other employees, issued pursuant to the Haynes International, Inc. 2016 Incentive Compensation Plan
This Restricted Stock Award Agreement is entered into by and between Haynes International, Inc., a Delaware corporation ("Company"), and «Participant_Name», an employee of the Company ("Grantee"), effective as of DATE OF GRANT ("Effective Date").
The Company wishes to provide incentives to recognize and reward the Grantee, whose performance, contributions and skills will be critical to the Company's success, by aligning his/her interests more closely with those of the Company's stockholders. For this purpose, the Compensation Committee of the Company's Board of Directors ("Committee") has granted the Grantee restricted shares of unregistered common stock of Company, subject to the terms and conditions provided in this Restricted Stock Award Agreement ("Agreement") and the Haynes International, Inc. 2020 Incentive Compensation Plan (the "Plan"). All terms not herein defined shall have the meaning set forth in the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms, conditions and provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
In consideration of the premises, the Company and the Grantee agree as follows:
Notwithstanding the preceding paragraph of this Section 5, the Grantee's interest in the Restricted Shares not previously vested or forfeited shall become 100% vested upon the occurrence of a Change in Control (as defined in the Plan).
IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement, effective on the date specified in the first paragraph hereof.
GRANTEEHaynes International, INC.
For Value Received, the undersigned hereby sells, assigns and transfers unto Haynes International, Inc., «Number_of_Shares» («Typed_Number_of_Shares») shares of common stock, $0.001 par value, of Haynes International, Inc. (the "Company"), standing in his/her name on the books of the Company and does hereby irrevocably constitute and appoint the Secretary of the Company attorney-in-fact to transfer those shares on the books of the Company with full power of substitution in the premises.
Dated and effective as of the day of , .
In the presence of:
Witness Printed Name
The undersigned hereby authorizes and directs the Company to satisfy any withholding tax obligation that may arise in connection with the vesting of all restricted shares granted to me under the attached Restricted Stock Award Agreement by transferring to the Company shares of restricted stock having a fair market value (as determined in accordance with the Haynes International, Inc. 2020 Incentive Compensation Plan, as amended from time to time)
CHOOSE your withholding (check one):
Equal to the IRS statutory requirements for withholding; or
Equal to ______% of the fair market value (as determined in accordance with the Plan) of the vesting shares