EX-10.3 - Form of Restricted Stock Agreement (Directors)

EX-10.3 4 b59825ycexv10w3.txt EX-10.3 - FORM OF RESTRICTED STOCK AGREEMENT (DIRECTORS) Exhibit 10.3 Form of Restricted Stock Agreement (Directors) THE YANKEE CANDLE COMPANY, INC. Director Restricted Stock Agreement This Agreement is made as of March 10, 2006 between The Yankee Candle Company, Inc., a Massachusetts corporation (the "Company"), and _____________________ (the "Recipient"). WHEREAS, the 2005 Stock Option and Award Plan of the Company (the "Plan") authorizes the Company to grant Restricted Stock Awards (as defined in the Plan); WHEREAS, the Recipient, as a director of the Company, is eligible to receive a Restricted Stock Award under the Plan; and WHEREAS, the terms of the 2005 Director Compensation Plan of the Company provide for the grant to the Recipient of the Restricted Stock Award covered by this Agreement; NOW, THEREFORE, in consideration of the mutual commitments made in this Agreement, the Company and the Recipient agree as follows: 1. Issuance of Shares. Effective as of the date of this Agreement (the "Grant Date"), the Company shall issue to the Recipient, subject to the terms and conditions set forth in this Agreement and in the Plan, 2,000 shares (the "Shares") of common stock, $.01 par value per share, of the Company ("Common Stock"). The Shares shall be issued to the Participant in consideration of the Participant's service as a director of the Company. The Shares will initially be issued by the Company in book entry form only, in the name of the Recipient. The Company shall, upon the request of the Recipient, issue and deliver to the Recipient a certificate representing Shares that have vested pursuant to Section 2 below. The Recipient agrees that the Shares shall be subject to the forfeiture provisions set forth in Section 3 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement. 2. Vesting. (a) Vesting Schedule. Unless otherwise provided in this Agreement or the Plan, the Shares shall vest in three equal annual installments on each of the first three anniversaries of the Grant Date. Any fractional number of Shares resulting from the application of the foregoing percentages shall be rounded down to the next whole number of Shares. (b) Acceleration of Vesting. Notwithstanding the foregoing vesting schedule, all unvested Shares shall become vested effective immediately prior to (i) a Change in Control Event (as defined in the Plan) or (ii) the death of the Recipient. 3. Forfeiture of Unvested Shares Upon Cessation of Service as Director In the event that the Recipient ceases to serve as a director of the Company for any reason or no reason, with or without cause (except as provided in Section 2(b)(ii) above), all of the Shares that are unvested as of the time of such cessation of service shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Recipient, effective as of such cessation of service. The Recipient shall have no further rights with respect to any Shares that are so forfeited. 4. Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, until such Shares have vested, except that the Recipient may transfer such Shares (i) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, "Approved Relatives") or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 4 and the forfeiture provisions contained in Section 3) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation), provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Recipient in connection with such transaction shall remain subject to this Agreement. The Company shall not be required (i) to transfer on its books any of the Shares which have been transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. 5. Rights as a Shareholder Except as otherwise provided in this Agreement, for so long as the Recipient is the registered owner of the Shares, the Recipient shall have all rights as a shareholder with respect to the Shares, whether vested or unvested, including, without limitation, any rights to receive dividends or non-cash distributions with respect to the Shares and to vote the Shares and act in respect of the Shares at any meeting of shareholders. 6. Provisions of the Plan. This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Recipient with this Agreement. As provided in the Plan, upon the occurrence of a Reorganization Event (as defined in the Plan), other than a Reorganization Event that constitutes a Change in Control Event, the rights of the Company hereunder (including the right to receive forfeited Shares) shall inure to the benefit of the Company's successor and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Shares under this Agreement. -2- 7. Tax Matters. The Recipient has reviewed with the Recipient's own tax advisors the federal, state, local and other tax consequences of this investment and the transactions contemplated by this Agreement. The Recipient is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Recipient understands that the Recipient (and not the Company) shall be responsible for the Recipient's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 8. Miscellaneous. (a) Authority of Compensation Committee. In making any decisions or taking any actions with respect to the matters covered by this Agreement, the Compensation Committee shall have all of the authority and discretion, and shall be subject to all of the protections, provided for in the Plan. All decisions and actions by the Compensation Committee with respect to this Agreement shall be made in the Compensation Committee's discretion and shall be final and binding on the Recipient. (b) No Right to Continued Director Service. The Recipient acknowledges and agrees that, notwithstanding the fact that the vesting of the Shares is contingent upon his or her continued service as a director of the Company, this Agreement does not constitute an express or implied promise of continued service as a director or confer upon the Recipient any rights with respect to continued service as a director. (c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Recipient and their respective heirs, executors, administrators, legal representatives, successors and assigns. (e) Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement (directed, in the case of notices to the Company, to the Chief Financial Officer), or at such other address or addresses as either party shall designate to the other in accordance with this Section 8(e). (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument. (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement. -3- (h) Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Recipient. (i) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the Commonwealth of Massachusetts without regard to any applicable conflicts of laws. (j) Recipient's Acknowledgments. The Recipient acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE YANKEE CANDLE COMPANY, INC. By:_____________________________________ Title:_____________________________ Address: 16 Yankee Candle Way P.O. Box 110 South Deerfield, MA 01373 ________________________________________ Name of Recipient: _____________________ Address: _______________________________ _______________________________ -4-