Exhibit 10.15
GENTEK INC.
DIRECTOR
RESTRICTED STOCK AGREEMENT
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THIS RESTRICTED STOCK AGREEMENT (the "Agreement") between
GenTek Inc., a Delaware corporation (the "Company"), and ____________________
the "Participant") effective as of the date signed by the Participant.
WITNESSETH:
WHEREAS, the Company maintains the 2003 Management and
Directors Incentive Plan (the "Plan") in order to attract and retain quality
management personnel and provide its officers and directors with incentives to
achieve long-term corporate objectives;
WHEREAS, the Participant is a member of the board of directors
of the Company (the "Board"); and
WHEREAS, each director of the Company shall receive as
compensation for services rendered shares of Company common stock equal in value
to $35,000.
NOW, THEREFORE, in consideration of the various covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Definitions.
Capitalized terms used in this Agreement, which are not
defined herein, shall have the meaning given such terms in the Plan.
2. Award.
The Company hereby grants to Participant a total of 1,240
shares of Company common stock with no par value per share (the "Restricted
Stock"), at no cost to Participant, subject to the terms, restrictions and other
conditions of this Agreement and the Plan.
3. Stock Certificates.
The Company shall cause the Restricted Stock to be issued and
a stock certificate or certificates representing the Restricted Stock to be
registered in the name of Participant or held in book entry form promptly upon
execution of this Agreement, but if a stock certificate is issued, it shall be
delivered to, and held in custody by, the Company until all the restrictions
lapse as specified in Section 5 below or such Restricted Stock is forfeited as
specified in Section 6 below.
4. Restrictions.
Participant shall have all rights and privileges of a
stockholder of the Company with respect to the Restricted Stock, including
voting rights and the right to receive dividends paid with respect to such
shares, except that the following restrictions shall apply:
(a) Until the restrictions lapse as provided in Section 5
below, shares of Restricted Stock granted to Participant pursuant to this
Agreement are subject to forfeiture immediately upon a termination of
Participant's service as a member of the Board (a "Termination of Service").
(b) Until all the restrictions lapse on 100% of the Restricted
Stock granted pursuant to this Agreement, the Restricted Stock or any interest
or right therein or part thereof shall be liable for the debts, contracts or
engagements of the Participant or his/her successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
hypothecation, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), any attempted disposition thereof shall be null and void
and of no effect; provided however, that this Section 4(b) shall not prevent
transfers by will or by the applicable laws of descent and distribution or
transfers to the Company in order to satisfy any withholding obligations
pursuant to the Plan.
5. Lapse of Restrictions.
(a) The restrictions set forth in Section 4(a) on shares of
Restricted Stock shall lapse and all shares of Restricted Stock shall vest on
November 10, 2005.
(b) Notwithstanding the foregoing, all restrictions on all the
shares of Restricted Stock shall lapse in the event of a Change in Control, or
upon the Participant's Termination of Service by reason of death, Disability,
expiration of term of service or failure to be re-elected to the Board.
6. Forfeiture of Stock.
(a) Subject to Section 4(a), upon Termination of Service other
than by reason of death or Disability or by the Company other than for Cause,
Participant shall forfeit any shares of Restricted Stock that remain subject to
any restrictions set forth in Section 4. A determination of Cause shall be made
by the Compensation Committee in its sole discretion.
(b) In the event of a Change of Control that results in the
vesting of shares of Restricted Stock, the Participant agrees to sell to the
Company at the Company's request any Shares subject to this Agreement owned by
the Participant as of the Change of Control.
7. Issuance of Stock Certificates for Shares.
The stock certificate or certificates representing the
Restricted Stock shall be issued promptly following the execution of this
Agreement, and shall be delivered to the Corporate Secretary or such other
custodian as may be designated by the Company, to be held
until their release as provided in Section 3. The certificates representing the
Restricted Stock will bear a legend in substantially the form set forth below.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS AND MAY BE SUBJECT TO REACQUISITION BY THE COMPANY
UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND
BETWEEN GENTEK INC. (THE "COMPANY") AND THE HOLDER OF THE SECURITIES.
PRIOR TO LAPSE OF RESTRICTIONS AND VESTING OF OWNERSHIP IN THE
SECURITIES, THEY MAY NOT BE DIRECTLY OR INDIRECTLY, OFFERED,
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNDER ANY CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED
AGREEMENT ARE ON FILE AT THE OFFICES OF THE COMPANY.
8. Tax Withholding.
Whenever the restrictions on Participant's rights to shares of
Restricted Stock lapse pursuant to Section 5 of this Agreement, the Company
shall notify Participant of the amount of tax which must be withheld by the
Company under all applicable federal, state and local tax laws.
9. Securities Laws.
(a) In connection with the grant of the Restricted Stock,
Participant covenants, represents and warrants to the Company that:
(i) The Restricted Stock to be acquired by
Participant pursuant to this Agreement will be acquired for
Participant's own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act of 1933 (the
"Securities Act"), as amended, or any applicable state securities laws,
and neither the Restricted Stock nor any other shares of capital stock
of the Company issued or issuable directly or indirectly with respect
to the Restricted Stock by way of dividend or split or in connection
with a combination of securities, recapitalization, merger,
consolidation or other reorganization will be disposed of in
contravention of the Securities Act, any applicable state securities
laws and any procedures reasonably established by the Board to ensure
compliance with the foregoing.
(ii) Participant is a member of the Board, is
familiar with the financial affairs of the Company, is sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Restricted Stock.
(iii) Participant is able to bear the economic risk
of his investment in the Restricted Stock for an indefinite period of
time because the Restricted Stock has not been registered under the
Securities Act and, therefore, cannot be sold unless subsequently
registered under the Securities Act or an exemption from such
registration is available.
(iv) Participant has had an opportunity to ask
questions and receive answers concerning the terms and conditions of
the offering of Restricted Stock and has had full access to such other
information concerning the Company as he or she has requested.
(v) This Agreement constitutes the legal, valid and
binding obligation of Participant, enforceable in accordance with its
terms, and the execution, delivery and performance of this Agreement by
Participant does not and will not conflict with, violate or cause a
breach of any agreement, contract or instrument to which Participant is
a party or any judgment, order or decree to which Participant is
subject.
10. Conditions to Issuance of Stock Certificates.
The Company shall not be required to issue or deliver any
certificate or certificates for shares of Restricted Stock pursuant to this
Agreement prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;
(b) The completion of any registration or other qualification
of such shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Board shall, in its sole discretion, deem necessary or
advisable;
(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Board shall, in its sole
discretion, determine to be necessary or advisable;
(d) The payment by the Participant of all amounts which, under
federal, state or local tax law, the Company (or other employer corporation) is
required to withhold upon issuance of Restricted Stock and/or the lapse or
removal of any of the restrictions; and
(e) The lapse of such reasonable period of time as the Company
may from time to time establish for reasons of administrative convenience.
11. No Right to Continued Service.
Nothing in this Agreement or in the Plan shall confer upon the
Participant any right to continue as a member of the Board or shall interfere
with or restrict in any way the rights of the Board to discharge the Participant
at any time in accordance with the Company's bylaws.
12. Restricted Stock Subject to Plan.
Notwithstanding anything in this Agreement to the contrary,
the terms of this Agreement shall be subject to the terms of the Plan, a copy of
which may be obtained by the Participant from the office of the Company's
Secretary.
13. Miscellaneous.
(a) This Agreement may be executed in one or more
counterparts, all of which taken together will constitute one and the same
instrument.
(b) The terms of this Agreement may only be amended, modified
or waived by a written agreement executed by both of the parties hereto.
(c) The validity, performance, construction and effect of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.
(d) Except as otherwise herein provided, this Agreement shall
be binding upon and shall inure to the benefit of the Company, its successors
and assigns, and of Participant and Participant's personal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date signed by the Participant below.
GenTek Inc.
By:
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Name: ▇▇▇▇▇▇ ▇. Novo
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Title: Vice President, Human Resources
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PARTICIPANT
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Signature
Name (Printed):
Date: