XERIUM TECHNOLOGIES, INC. RESTRICTED STOCK UNITS AGREEMENT

Contract Categories: Business Finance - Stock Agreements
EX-10.11 18 dex1011.htm FORM OF RESTRICTED STOCK UNITS AGREEMENT FORM OF RESTRICTED STOCK UNITS AGREEMENT

Exhibit 10.11

 

XERIUM TECHNOLOGIES, INC.

RESTRICTED STOCK UNITS

AGREEMENT

 

In recognition of the important contributions that                      (the “Director”) can make to the success of Xerium Technologies, Inc. (the “Company”) and its Affiliates (together with the Company, the “Company Group”), pursuant to the Xerium Technologies, Inc. 2005 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Director the Restricted Stock Units Award described below.

 

1. The Restricted Stock Unit Award. The Company hereby grants to the Director                                  (                    ) Units, subject to the terms and conditions of this Agreement and the Plan. The Director’s rights to the Units are subject to the restrictions described in this Agreement and the Plan in addition to such other restrictions, if any, as may be imposed by law.

 

2. Definitions. The following definitions will apply for purposes of this Agreement. Capitalized terms not defined in the Agreement are used as defined in the Plan, including without limitation the following terms: “Affiliate”; “Committee”; and “Covered Transaction”.

 

  (a) “Agreement” means this Restricted Stock Units Agreement granted by the Company and agreed to by the Director.

 

  (b) “Award” means the grant of Units in accordance with this Agreement.

 

  (c) “Change in Control” means a Covered Transaction that would be treated as a “change in control” or “change in effective control” or “a sale of substantially all of the assets” within the meaning of IRS Notice 2005-1 (or any successor applicable law, including without limitation any notice, regulation or ruling).

 

  (d) “Common Stock” means common stock of the Company, .01 par value.

 

  (e) “Grant Date” means the date of the IPO.

 

  (f) “Fair Market Value” means the average trading price of the Common Stock over the twenty trading days prior to the Valuation Date, based on the closing price on each such day. For this purpose, the “closing price” of the Common Stock on any trading day will be the last sale price with respect to such Common Stock reported on the NYSE, or, if on any such date such Common Stock is not quoted by NYSE, the average of the closing bid and asked prices with respect to such Common Stock, as furnished by a professional market maker making a market in such Common Stock selected by the Committee in good faith; or, if no such market maker is available, the fair market value of such Common Stock as of such day as determined in good faith by the Committee.

 

  (g) “NYSE” means the New York Stock Exchange.

 

  (h) “Payment Date” means as soon as reasonably practicable coincident with or following the earliest to occur of (1) the date on which the Director ceases to serve as a member of the Board and (2) a Change in Control.

 

  (i) “Unit” means a notional unit which is equivalent to a single share of Common Stock on the Grant Date, subject to Section 4.

 

  (j) “Valuation Date” means the date on which the Fair Market Value of the Common Stock is to be determined.

 

  (k) “Vested” means that portion of the Award to which the Director has a nonforfeitable right.

 

3. Vesting.

 

The Award shall be fully Vested on the Grant Date.

 

4. Adjustments Based on Certain Changes in the Common Stock. In the event of any stock split, reverse stock split, stock dividend, recapitalization or similar change affecting the Common Stock, the Award shall be equitably adjusted.

 

5. No Voting Rights. The Award shall not be interpreted to bestow upon the Director any equity interest or ownership in the Company or any Affiliate prior to the Payment Date.

 

6. Dividends. On each date on which dividends are paid by the Company, the Director shall be credited with that number of additional Units (including fractional Units) as is equal to the amount of the dividend that would have been paid on the Units then credited to the Director under this Agreement if they had been held in Common Stock on such date divided by the Fair Market Value of a share of Common Stock on such date.

 

7. Payment of Award. On the Payment Date, the Company shall issue to the Director that number of shares of Common Stock as equals that number of Units which have been credited to him or her.

 

8. Right to Continue as Member of Board of Directors. This Agreement shall not create any right of the Director to the continued right to serve as a member of the Board of Directors of the Company or its Affiliates. Except to the extent required by applicable law that cannot be waived, the loss of the Award shall not constitute an element of damages in the event of termination of the Director’s employment even if the termination is determined to be in violation of an obligation of the Company or its Affiliates to the Director by contract or otherwise.

 

9.

Unfunded Status. The obligations of the Company and its Affiliates hereunder shall be contractual only and all such payments shall be made from the general assets of the Company or its Affiliates. The Director shall rely solely on the unsecured promise of the

 

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Company and nothing herein shall be construed to give the Director or any other person or persons any right, title, interest or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned by the Company or any Affiliate.

 

10. No Assignment. No right or benefit or payment under the Plan shall be subject to assignment or other transfer nor shall it be liable or subject in any manner to attachment, garnishment or execution.

 

11. Withholding. The Director shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld in respect of an Award, no later than the Payment Date. Such withheld amounts, if any, shall include shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of retention.

 

12. Amendment or Termination. This Agreement may be amended by mutual written agreement of the parties.

 

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IN WITNESS WHEREOF, Xerium Technologies, Inc. has executed this Restricted Stock Units Agreement as of the          day of                     , 2005.

 

Xerium Technologies, Inc.

By:    

Name:

    

Title:

    

 

Acknowledged and agreed:

DIRECTOR

 

Name:

    

Date: