AGREEMENT FOR THE ISSUANCE OF RESTRICTED SHARES UNDER THE FRANKLIN COVEY CO.
Exhibit
99.3
AGREEMENT FOR
THE
ISSUANCE OF
RESTRICTED SHARES
UNDER
THE
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CO.
2004 NON-EMPLOYEE
DIRECTORS’ STOCK INCENTIVE PLAN
THIS AGREEMENT FOR
THE ISSUANCE OF RESTRICTED SHARES (the “Agreement”) is made and entered into
effective _______________, 2005 (the “Grant Date”), by and between ▇▇▇▇▇▇▇▇
▇▇▇▇▇ CO., a Utah corporation (the “Company”), and ______________(the
“Awardee”). Capitalized terms used herein without definition shall have the
meanings set forth in the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Co. 2004 Non-Employee Directors’ Stock
Incentive Plan, as amended from time to time (the “Plan”).
RECITALS:
A. Article 5 of the
Plan provides for the grant of basic annual awards (“Awards”) in the form of
Restricted Shares (“Restricted Shares”) to such Awardees as the Organization and
Compensation Committee of the Board of Directors (the “Committee”) deems
appropriate.
C. The Committee, on
behalf of the Company, and the Awardee now desire to set forth the terms and
conditions that will govern the issuance and holding of Restricted Shares to be
granted to the Awardee, subject in all respects to the terms and conditions set
forth in the Plan.
AGREEMENT
NOW, THEREFORE,
upon these premises and in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged, the parties hereto agree as
follows:
1. Number of
Restricted Shares. The Company
hereby acknowledges and confirms the issuance of Restricted Shares to the
Awardee, upon the terms and conditions set forth in this Agreement of
________________________ (_________) Restricted Shares.
The number of Restricted Shares to which this Agreement pertains shall be
adjusted, as necessary, in accordance with the provisions of Article 6 of the
Plan.
2. Vesting of
Awards. Restricted
Shares granted hereunder shall vest on the third anniversary of the Grant Date;
provided, however, that in the event of the Awardee’s total disability (such
determination to be made in the sole discretion of the Committee) or the
Awardee’s retirement from the Board after having attained the age of 59, or by
reason of death, the Restricted Shares awarded hereunder shall immediately vest.
3. Status of
Restricted Shares Prior to Vesting Date. The Restricted
Shares awarded to the Awardee shall be evidenced by certificates issued in the
name of the Awardee but retained in the possession of the Company until vested
as provided hereunder. Prior to vesting and delivery of the Restricted Shares as
hereinafter provided, the Awardee shall possess both voting and dividend rights
with respect to the Restricted Shares. Prior to vesting, the Awardee shall have
no right to pledge, hypothecate, transfer or otherwise dispose of any of the
Restricted Shares.
4. Delivery of
Restricted Shares.
(a) Subject to the
provisions of paragraph (c) below, as soon as practicable after the Restricted
Shares have become vested in accordance with Section 2 above, such shares shall
be paid to the Awardee or, in the case of the death of the Awardee, his
designated beneficiary or beneficiaries, or in the absence of a designated
beneficiary, to the estate of the Awardee. Payment of Awards shall be made
solely in shares of Common Stock of the Company by delivery of certificates
evidencing the number of Restricted Shares to which the Awardee is
entitled.
(b) No shares of
Common Stock shall be delivered pursuant to this Agreement until the
requirements of such laws and regulations as may be deemed by the Company and
the Committee to be applicable thereto are satisfied.
5. General
Provisions.
(a) Designation of
Beneficiary. The Awardee may
designate a beneficiary or beneficiaries and may change such designation from
time to time by filing a written designation of beneficiaries with the Committee
on a form to be prescribed by it, provided that no such designation shall be
effective unless so filed prior to the death of the Awardee.
(b) No Segregation
of Cash or Shares. Except as
provided herein, the Company shall not be required to segregate any cash or any
shares of stock which may at any time be represented by the issuance of
Restricted Shares. The Company shall not, by this Agreement or by any provisions
of the Plan, be deemed to be a trustee of any stock or other
property.
(c) Utah Law to
Govern. All questions
pertaining to the construction, regulation, validity and effect of this
Agreement or the provisions of the Plan shall be determined in accordance with
the laws of the State of Utah.
(d) Binding
Effect. This Agreement
shall be binding upon the Awardee and upon the Awardee’s heirs, executors,
administrators, successors and legal representatives. This Agreement shall be
binding upon and shall inure to the benefit of the Company, its successors and
assigns.
(e) Creditors. None of the
provisions of this Agreement shall be for the benefit of or shall be enforceable
by any creditor of the Awardee.
(f) Entire
Agreement. This Agreement,
including the provisions of the Plan incorporated herein, constitutes the entire
understanding and agreement between the Company and the Awardee regarding the
subject matter hereof. Any prior agreement, commitment, negotiation or
understanding concerning any Award to be granted by the Company and not
reflected herein or in a separately executed agreement is hereby superseded and
cancelled in all respects. This Agreement may not be amended or supplemented in
any manner except in a writing duly executed by both parties
hereto.
(g) Severability. In the event that
any condition, covenant or other provisions herein contained is held to be
invalid or void by any court of competent jurisdiction, the same shall be deemed
severable from the remainder of this Agreement and shall in no way affect any
other covenant, condition or provision herein contained. If such condition,
covenant or other provision shall be deemed invalid due to its scope or breadth,
such condition, covenant or provision shall be deemed valid to the extent of the
scope or breadth permitted by law.
(h) Titles and
Captions. All article,
section and paragraph titles and captions in this Agreement are for convenience
of reference only, and shall in no way define, limit, extend or describe the
scope or intent of any provision hereof.
IN WITNESS
WHEREOF, the Company and the Awardee have executed this Agreement effective as
of the date first set forth above.
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▇▇▇▇▇▇▇▇
▇▇▇▇▇ CO. |
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By: |
/s/ ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ |
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▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, President |
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Awardee: |
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