Exhibit 10(iii)A (1)
RESTRICTED STOCK AWARD AGREEMENT
under the
NATIONAL SERVICE INDUSTRIES, INC.
LONG-TERM ACHIEVEMENT INCENTIVE PLAN
THIS AGREEMENT, made and entered into as of the ____ day of January,
2002, by and between NATIONAL SERVICE INDUSTRIES, INC. (the "Company") and
________________ ("Grantee").
WITNESSETH THAT:
WHEREAS, the Company maintains the National Service Industries, Inc.
Long-Term Achievement Incentive Plan (the "Plan"), and the Grantee has been
selected by the Committee to receive a Restricted Stock Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Grantee, as follows:
1. AWARD OF RESTRICTED STOCK
1.1 The Company hereby grants to the Grantee an award of
___________ Shares of restricted stock ("Restricted Stock"), subject to, and in
accordance with, the restrictions, terms and conditions set forth in this
Agreement. The grant date of this award of Restricted Stock is January __, 2002
("Grant Date").
1.2 This Agreement shall be construed in accordance with, and
subject to, the provisions of the Plan (the provisions of which are
incorporated herein by reference) and, except as otherwise expressly set forth
herein, the capitalized terms used in this Agreement shall have the same
definitions as set forth in the Plan.
2. RESTRICTIONS
2.1 Subject to Sections 2.2 and 2.3 below, if the Grantee remains
employed by the Company, the Grantee shall become vested in the Restricted
Stock as set forth below on each anniversary of the Grant Date (each such date
shall be a "Vesting Date"), such that on January __, 2006 ("Final Vesting
Date") all of the Shares of Restricted Stock shall be fully vested:
Date Number of Shares Vested
January __, 2003 25% (________ Shares)
January __, 2004 25% (________ Shares)
January __, 2005 25% (________ Shares)
January __, 2006 25% (________ Shares)
On each Vesting Date, Grantee shall own the Vested Shares of Restricted Stock
free and clear of all restrictions imposed by this Agreement (except those
imposed by Section 3.4 below). The Company shall deliver a certificate(s) for
the Vested Shares of Restricted Stock to Grantee as soon as practical after
each Vesting Date. For purposes of this Agreement, employment with a Subsidiary
of the Company shall be considered employment with the Company.
2.2 In the event, prior to the Final Vesting Date, (i) Grantee
dies while actively employed by the Company, or (ii) Grantee has his employment
terminated by reason of Disability, the Restricted Stock shall become fully
vested and nonforfeitable as of the date of Grantee's death or Disability. The
Company shall deliver certificate(s) for the Restricted Stock, free and clear
of any restrictions imposed by this Agreement (except for Section 3.4) to
Grantee (or, in the event of death, his surviving spouse or, if none, to his
estate) as soon as practical after his date of death or termination for
Disability. Except for death or Disability or as provided in Section 2.3 if
Grantee terminates his employment or if the Company terminates Grantee prior to
the Final Vesting Date, the Restricted Stock shall cease to vest further and
Grantee shall only be entitled to the Restricted Stock that is vested as of his
date of termination.
2.3 Notwithstanding the other provisions of this Agreement, in
the event of a Change in Control prior to Grantee's Final Vesting Date, the
Restricted Stock shall become fully vested and nonforfeitable as of the date of
the Change in Control. On the date of the Change in Control, the Company shall
deliver to Grantee a certificate(s) for the Restricted Stock, free and clear of
any restrictions imposed by this Agreement.
2.4 The Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered prior to the date Grantee becomes vested in the
Restricted Stock.
3. STOCK; DIVIDENDS; VOTING
3.1 The stock certificate(s) evidencing the Restricted Stock
shall be registered on the Company's books in the name of the Grantee as of the
Grant Date. The Company may issue stock certificates or evidence the Grantee's
interest by using a book entry account. Physical possession or custody of such
stock certificates shall be retained by the Company until such time as the
Shares are vested in accordance with Section 2. The Company reserves the right
to place a legend on the stock certificate(s) restricting the transferability
of such certificates and referring to the terms and conditions (including
forfeiture) of this Agreement and the Plan.
3.2 During the period the Restricted Stock is not vested, the
Grantee shall be entitled to receive dividends and/or other distributions
declared on such Restricted Stock and Grantee shall be entitled to vote such
Restricted Stock.
3.3 In the event of a Change in Capitalization, the number and
class of Shares or other securities that Grantee shall be entitled to, and
shall hold, pursuant to this Agreement shall be appropriately adjusted or
changed to reflect the Change in Capitalization, provided that any such
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additional Shares or additional or different shares or securities shall remain
subject to the restrictions in this Agreement.
3.4 The Grantee represents and warrants that he is acquiring the
Restricted Stock for investment purposes only, and not with a view to
distribution thereof. The Grantee is aware that the Restricted Stock may not be
registered under the federal or any state securities laws and that, in addition
to the other restrictions on the Shares, they will not be able to be
transferred unless an exemption from registration is available or the Shares
are registered. By making this award of Restricted Stock, the Company is not
undertaking any obligation to register the Restricted Stock under any federal
or state securities laws.
4. NO RIGHT TO CONTINUED EMPLOYMENT
Nothing in this Agreement or the Plan shall be interpreted or
construed to confer upon the Grantee any right with respect to continuance of
employment by the Company or a subsidiary, nor shall this Agreement or the Plan
interfere in any way with the right of the Company or a Subsidiary to terminate
the Grantee's employment at any time.
5. TAXES AND WITHHOLDING
The Grantee shall be responsible for all federal, state and local
income taxes payable with respect to this award of Restricted Stock. The
Grantee shall have the right to make such elections under the Internal Revenue
Code of 1986, as amended, as are available in connection with this award of
Restricted Stock. The Company and Grantee agree to report the value of the
Restricted Stock in a consistent manner for federal income tax purposes. The
Company shall have the right to retain and withhold from any payment of
Restricted Stock the amount of taxes required by any government to be withheld
or otherwise deducted and paid with respect to such payment. At its discretion,
the Company may require Grantee to reimburse the Company for any such taxes
required to be withheld and may withhold any distribution in whole or in part
until the Company is so reimbursed. In lieu thereof, the Company shall have the
right to withhold from any other cash amounts due to Grantee an amount equal to
such taxes required to be withheld or withhold and cancel (in whole or in part)
a number of shares of Restricted Stock having a market value not less than the
amount of such taxes.
6. GRANTEE BOUND BY THE PLAN
The Grantee hereby acknowledges receipt of a copy of the Plan and the
prospectus for the Plan, and agrees to be bound by all the terms and provisions
thereof.
7. MODIFICATION OF AGREEMENT
This Agreement may be modified, amended, suspended or terminated, and
any terms or conditions may be waived, but only by a written instrument
executed by the parties hereto.
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8. SEVERABILITY
Should any provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and shall
continue in full force in accordance with their terms.
9. GOVERNING LAW
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware without giving
effect to the conflicts of laws principles thereof.
10. SUCCESSORS IN INTEREST
This Agreement shall inure to the benefit of, and be binding upon, the
Company and its successors and assigns, whether by merger, consolidation,
reorganization, sale of assets or otherwise. This Agreement shall inure to the
benefit of the Grantee's legal representatives. All obligations imposed upon
the Grantee and all rights granted to the Company under this Agreement shall be
final, binding and conclusive upon the Grantee's heirs, executors,
administrators and successors.
11. RESOLUTION OF DISPUTES
Any dispute or disagreement which may arise under, or as a result of,
or in any way relate to the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made
hereunder shall be final, binding and conclusive on the Grantee and the Company
for all purposes.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
NATIONAL SERVICE INDUSTRIES, INC.
By:
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Name of Grantee:
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