EXHIBIT 10.1
▇▇▇▇▇▇ CORPORATION
2005 EQUITY COMPENSATION PLAN
PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Pursuant to the ▇▇▇▇▇▇ Corporation 2005 Equity Compensation Plan (the
"Plan"), ▇▇▇▇▇▇ Corporation (the "Company") hereby grants to
_____________________________ (the "Grantee"), a restricted stock award (the
"RSA"), subject to the terms of this Agreement. The target number of shares of
capital stock of the Company (the "Capital Stock") subject to this RSA is
__________ shares of Capital Stock (the "Target Shares"). This Agreement is
dated as of __________________.
1. Acceptance of Award. The Grantee shall have no rights with respect to
this RSA unless he or she shall have accepted this RSA prior to the close of
business on ______________ by signing and delivering to the Company a copy of
this RSA Agreement.
2. Issuance of Restricted Stock. The actual number of shares of Capital
Stock to be issued to the Grantee will vary depending upon the Company's
cumulative annual growth in earnings per share during the Company's
__________________ fiscal years (the "Performance Period") as compared to the
Target EPS Growth, as set forth on Schedule A hereto.
Performance Achieved Percentage of Target Shares
-------------------- ---------------------------
Below Threshold Less than 0% of Target EPS None
Growth
Threshold 0% of Target EPS Growth 0% of Target Shares
Target 100% of Target EPS Growth 100% of Target Shares
Maximum 200% or more of Target EPS 200% of Target Shares
Growth
The percentage of Target Shares to be issued where performance achievement is
between threshold, target and maximum shall be scaled appropriately on a linear
basis (e.g., 50% of Target EPS Growth will result in 50% of Target Shares). Upon
the certification by the Committee of performance achievement following the
Performance Period (the date of such certification by the Committee, the "Grant
Date"), the number of shares of Capital Stock determined pursuant to this
Paragraph 2 shall be issued to the Grantee, and the Grantee's name shall be
entered as the shareholder of record on the books of the Company. Thereupon, the
Grantee shall have all the rights of a shareholder with respect to such shares,
including voting rights.
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3. Restrictions and Conditions. If the Grantee's employment with the
Company and its Subsidiaries is voluntarily or involuntarily terminated for any
reason, other than death, Disability, or Retirement (as defined in the Plan),
prior to the end of the Performance Period, the Grantee shall forfeit any and
all rights hereunder and no shares of Capital Stock shall be issued hereunder
regardless of actual performance during the Performance Period. If the Grantee's
employment with the Company and its subsidiaries is terminated due to the
Grantee's death, Disability, or Retirement (as defined in the Plan), prior to
the end of the Performance Period, the number of shares of Capital Stock
determined pursuant to Paragraph 2 to be issued to the Grantee shall be pro
rated based on the number of full fiscal years completed during the Performance
Period before the Grantee's termination of employment (e.g., if the Grantee's
Retirement occurs during the second quarter of the third fiscal year, the last
year of the assumed measurement period, then the Grantee shall receive 2/3 of
the number of shares of Capital Stock determined pursuant to Paragraph 2 based
on the performance achieved at the end of the three year measurement period).
4. RSA Shares. The shares to be issued under the Plan are shares of the
Capital Stock of the Company as constituted as of the date of this Agreement,
subject to adjustment as provided in Section 3(b) of the Plan.
5. Dividends. Grantee shall also be paid on the Grant Date cash in an
amount equal to the dollar value of dividends paid by the Company per share of
Capital Stock during the period starting on the date of this Agreement and
ending on the Grant Date multiplied by the number of shares of Capital Stock
issued hereunder to Grantee on the Grant Date.
6. Tax Withholding. The Grantee hereby agrees that the Grantee shall make
appropriate arrangements with the Company for such income and employment tax
withholding as may be required of the Company under applicable United States
federal, state or local law on account of the RSA. The Grantee may satisfy the
obligation(s), in whole or in part, by electing (i) to make a payment to the
Company in cash, by check or by other instrument acceptable to the Company, (ii)
subject to the general or specific approval of the Compensation and Organization
Committee of the Board of Directors of the Company (the "Committee"), to deliver
to the Company a number of already-owned shares of Capital Stock having a value
not greater than the amount required to be withheld (such number may be rounded
up to the next whole share), or (iii) by any combination of (i) and (ii). The
value of shares to be delivered (if permitted by the Committee) shall be based
on the Fair Market Value of a share of Capital Stock as of the date the amount
of tax to be withheld is to be determined.
7. The Plan. The RSA is subject in all respects to the terms, conditions,
limitations and definitions contained in the Plan. In the event of any
discrepancy or inconsistency between this Agreement and the Plan, the terms and
conditions of the Plan shall control. Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.
8. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Grantee in employment.
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9. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.
10. Purchase Only for Investment. To insure the Company's compliance with
the Securities Act of 1933, as amended, the Grantee agrees for himself or
herself, the Grantee's legal representatives and estate, or other persons who
acquire the right to the RSA upon his or her death, that shares will be acquired
hereunder for investment purposes only and not with a view to their
distribution, as that term is used in the Securities Act of 1933, as amended,
unless in the opinion of counsel to the Company such distribution is in
compliance with or exempt from the registration and prospectus requirements of
that Act.
11. Governing Law. This Agreement and the RSA shall be governed by the laws
of the Commonwealth of Massachusetts, United States of America.
12. Beneficiary Designation. The Grantee hereby designates the following
person(s) as the Grantee's beneficiary(ies) to whom shall be transferred any
rights under the RSA which survive the Grantee's death. If the Grantee names
more than one primary beneficiary and one or more of such primary beneficiaries
die, the deceased primary beneficiary's interest will be apportioned among any
surviving primary beneficiaries before any contingent beneficiary receives any
amount, unless the Grantee indicates otherwise in a signed and dated additional
page. The same rule shall apply within the category of contingent beneficiaries.
Unless the Grantee has specified otherwise herein, any rights which survive the
Grantee's death will be divided equally among the Grantee's primary
beneficiaries or contingent beneficiaries, as the case may be.
PRIMARY BENEFICIARY(IES)
Name % Address
---- ---- -------
(a) _____________________________ ____ _______________________________
(b) _____________________________ ____ _______________________________
(c) _____________________________ ____ _______________________________
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CONTINGENT BENEFICIARY(IES)
Name % Address
---- ---- -------
(a) _____________________________ ____ _______________________________
(b) _____________________________ ____ _______________________________
(c) _____________________________ ____ _______________________________
In the absence of an effective beneficiary designation, the Grantee
acknowledges that any rights under the RSA which survive the Grantee's death
shall be rights of his or her estate.
▇▇▇▇▇▇ CORPORATION
By: ___________________________
Name:
Title:
The undersigned hereby acknowledges receipt of the foregoing RSA and agrees
to its terms and conditions:
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Grantee
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SCHEDULE A
Target EPS Growth
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