The following form of restricted stock award agreement was entered into between
▇▇▇▇ and each of the executive officers named below with respect to the number
of shares of common stock set opposite after each executive officer name.
▇▇▇▇▇ ▇. ▇▇▇ 7,082
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 7,082
▇▇▇▇ ▇. ▇▇▇▇▇▇ 7,082
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3,541
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2,125
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,416
▇▇▇▇ SPORTS CORP.
RESTRICTED STOCK AWARD AGREEMENT
▇▇▇▇ Sports Corp., a Delaware corporation (the "Company"),
hereby grants to _________ (the "Holder") as of August 27, 1996 (the "Grant
Date"), a restricted stock award (the "Award") of _______ shares of the
Company's Common Stock, $.01 par value ("Common Stock"), upon and subject to the
restrictions, terms and conditions set forth below.
1. Award Subject to Acceptance of Agreement. The Award shall
be null and void unless the Holder shall (a) accept this Agreement by executing
it in the space provided below and returning it to the Company and (b) execute
and return one or more irrevocable stock powers to facilitate the transfer to
the Company (or its assignee or nominee) of all or a portion of the shares
subject to the Award, if shares are forfeited pursuant to Paragraph 4 hereof or
if required under applicable laws or regulations. As soon as practicable after
the Holder has executed this Agreement and such stock power or powers and
returned the same to the Company, the Company shall cause to be issued in the
Holder's name a stock certificate or certificates representing the total number
of shares of Common Stock subject to the Award.
2. Rights as a Stockholder. The Holder shall have the right to
vote the shares of Common Stock subject to the Award and to receive dividends
and other distributions thereon unless and until, and only to the extent, such
shares are forfeited pursuant to Paragraph 4 hereof; provided, however, that a
dividend or other distribution with respect shares of Common Stock (including,
without limitation, a stock dividend or stock split), other than a regular cash
dividend, shall be delivered to the Company (and the Holder shall, if requested
by the Company, execute and return one or more irrevocable stock powers related
thereto) and shall be subject to the same restrictions as the shares of Common
Stock with respect to which such dividend or other distribution was made.
3. Custody and Delivery of Certificates Representing Shares.
The Company shall hold the certificate or certificates representing the shares
of Common Stock subject to the Award until such Award shall have vested, in
whole or in part, pursuant to Paragraph 4 hereof, and the Company shall as soon
thereafter as practicable, subject to Section 6.2, deliver the certificate or
certificates for the vested shares to the Holder and destroy the stock power or
powers relating to the vested shares. If such stock power or powers also relates
to unvested shares, the Company may require, as a condition precedent to
delivery of any certificate pursuant to this Section 3, the execution and
delivery to the Company of one or more stock powers relating to such unvested
shares.
4. Restriction Period and Vesting. (a) The Award shall vest
(i) with respect to one-third of the aggregate number of shares of Common Stock
subject to the Award on the first anniversary of the Grant Date, (ii) with
respect to one half of the unvested shares then subject to the Award on the
second anniversary of the Grant Date, (iii) with respect to all of the unvested
shares then subject to the Award on the third anniversary of the Grant Date or
(iv) earlier pursuant to Sections 4(b) and 4(c) hereof.
(b) If the Holder's employment by the Company terminates by reason of:
(i) retirement on or after age 62 and a minimum of 5 years of employment with
the Company, (ii) an Involuntary Termination of Employment, (iii) disability or
(iv) death, the Award shall become fully vested as of the effective date of the
Holder's termination of employment or the date of death, as the case may be.
(c) The Award shall become fully vested upon a Change of Control of the
Company.
(d) Except as set forth in Sections 4(b) and 4(c) hereof, the portion
of the Award which is not vested as of the effective date of the Holder's
termination of employment with the Company shall be forfeited by the Holder as
of the effective date of the Holder's termination of employment and such portion
shall be canceled by the Company.
5. Termination of Award. In the event that the Holder shall
forfeit all or a portion of the shares of Common Stock subject to the Award, the
Holder shall, upon the Company's request, promptly return this Agreement to the
Company for full or partial cancellation, as the case may be. Such cancellation
shall be effective regardless of whether the Holder returns this Agreement.
6. Additional Terms and Conditions of Award.
6.1. Nontransferability of Award. During the Restriction
Period, the shares of Common Stock subject to the Award and not then vested may
not be transferred by the Holder other than by will, the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the
Company. Except to the extent permitted by the foregoing, during the Restriction
Period, the shares of Common Stock subject to the Award and not then vested may
not be sold, transferred, assigned, pledged, hypothecated, encumbered or
otherwise disposed of (whether by operation of law or otherwise) or be subject
to execution, attachment or similar process. Upon any attempt to so sell,
transfer, assign, pledge, hypothecate or encumber, or otherwise dispose of such
shares, the Award shall immediately become null and void.
6.2. Withholding Taxes. As a condition precedent to the
delivery to the Holder of any shares of Common Stock subject to the Award, the
Holder shall, upon request by the Company, pay to the Company such amount of
cash as the Company may be required, under all applicable federal, state, local
or other laws or regulations, to withhold and pay over as income or other
withholding taxes (the "Required Tax Payments") with respect to the Award. If
the Holder shall fail to advance the Required Tax Payments after request by the
Company, the Company may, in its discretion, deduct any Required Tax Payments
from any amount then or thereafter payable by the Company to the Holder.
6.3. Adjustment. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a regular cash dividend, the number and class of securities subject to the
Award shall be appropriately adjusted by the Company. If any adjustment would
result in a fractional security being subject to the Award, the Company shall
pay the Holder in connection with the vesting, if any, of such fractional
security, an amount in cash determined by multiplying (i) such fraction (rounded
to the nearest hundredth) by (ii) the Fair Market Value on the vesting date. The
decision of the Company regarding any such adjustment shall be final, binding
and conclusive.
6.4. Compliance with Applicable Law. The Award is subject to
the condition that if the listing, registration or qualification of the shares
subject to the Award upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the vesting
or delivery of shares hereunder, the shares of Common Stock subject to the Award
may not be delivered, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained, free of
any conditions not acceptable to the Company. The Company agrees to use
reasonable efforts to effect or obtain any such listing, registration,
qualification, consent or approval.
6.5. Delivery of Certificates. Subject to Section 6.3 and the
vesting of the Award, in whole or in part, the Company shall deliver or cause to
be delivered one or more certificates representing the number of vested shares.
The Company shall pay all original issue or transfer taxes and all fees and
expenses incident to such delivery, except as otherwise provided in Section 6.2.
6.6. Award Confers No Rights to Continued Employment. In no
event shall the granting of the Award or its acceptance by the Holder give or be
deemed to give the Holder any right to continued employment by the Company or
any affiliate of the Company.
6.7. Decisions of Board. The Board or a duly authorized
committee thereof shall have the right to resolve all questions which may arise
in connection with the Award. Any interpretation, determination or other action
made or taken by the Board or such committee regarding this Agreement shall be
final, binding and conclusive.
7. Miscellaneous Provisions.
7.1. Meaning of Certain Terms.
(a) As used herein, the term "vest" shall mean no longer subject to
forfeiture.
(b) As used herein, employment by the Company shall include employment
by a corporation which is a "subsidiary corporation" of the Company, as such
term is defined in section 424 of the Code.
(c) As used herein, the term "Restriction Period" shall mean any period
during which any portion of the Common Stock subject to the Award is subject to
forfeiture.
(d) As used herein, the "Fair Market Value" of a share of Common Stock
on a date shall mean the average of the high and low transaction prices of a
share of Common Stock as reported by the Nasdaq Stock Market on such date or, if
the Common Stock does not trade on The Nasdaq Stock Market, the average of the
high and low transaction prices of a share of Common Stock on the principal
national stock exchange on which the Common Stock is traded on the date as of
which such value is being determined, or, if there shall be no reported
transactions for such date, on the next preceding date for which transactions
were reported; provided, however, that if Fair Market Value for any date cannot
be so determined, Fair Market Value shall be determined by the Board or a duly
authorized committee thereof, by whatever means or method as the Board, or such
committee, in the good faith exercise of its discretion, shall at such time deem
appropriate.
(e) As used herein, the term "Change of Control of the Company" shall
include the consummation by the Company of a reorganization, merger,
consolidation, dissolution or liquidation of the Company, provided, that such
term shall not include any reorganization, merger or consolidation of the
Company where immediately after such reorganization, merger or consolidation at
least two-thirds of the members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation were members of the
Board at the time of the execution of the initial agreement or action of the
Board providing for such reorganization, merger or consolidation.
(f) As used herein, the term "Involuntary Termination of Employment"
shall mean any termination of employment by the Company by reason of resignation
at the request of the Company or any other involuntary termination of the
Holder's employment with the Company by action of the Company other than a
termination for cause.
(g) References in this Agreement to sections of the Code shall be
deemed to refer to any successor section of the Code or any successor internal
revenue law.
7.2. Successors. This Agreement shall be binding upon and
inure to the benefit of any successor or successors of the Company and any
person or persons who shall, upon the death of the Holder, acquire any rights
hereunder in accordance with this Agreement.
7.3. Notices. All notices, requests or other communications
provided for in this Agreement shall be made, if to the Company, to ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary,
and if to the Holder, to _____________, __________________________. All notices,
requests or other communications provided for in this Agreement shall be made in
writing either (a) by personal delivery to the party entitled thereto, (b) by
facsimile with confirmation of receipt, (c) by mailing in the United States
mails to the last known address of the party entitled thereto or (d) by express
courier service. The notice, request or other communication shall be deemed to
be received upon personal delivery, upon confirmation of receipt of facsimile
transmission, or upon receipt by the party entitled thereto if by United States
mail or express courier service; provided, however, that if a notice, request or
other communication is not received during regular business hours, it shall be
deemed to be received on the next succeeding business day of the Company.
7.4. Governing Law. This Agreement, the Award and all
determinations made and actions taken pursuant hereto and thereto, to the extent
not otherwise governed by the laws of the United States, shall be governed by
the laws of the State of Delaware and construed in accordance therewith without
giving effect to conflicts of laws principles.
7.5. Counterparts. This Agreement may be executed in two
counterparts each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.
▇▇▇▇ Sports Corp.
By:________________________________
Name:
Title:
Accepted as of the 27th day of
August, 1996
_________________________________
Name