Form of Restricted Stock Award Agreement between Haynes International, Inc. and certain of its directors, issued pursuant to the Haynes International, Inc. 2020 Incentive Compensation
This Restricted Stock Award Agreement is entered into by and between Haynes International, Inc., a Delaware corporation ("Company"), and «Participant», a member of the Company's Board of Directors ("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 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 capitalized 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 (x) the occurrence of a Change in Control or (y) the cessation of Grantee’s service on the Board of Directors by reason of the Grantee’s death or Disability.
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., «Grant_Amount» («Typed_Grant_Amount») 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: