EXHIBIT 10.3
Date of Grant:
Employee:
(INSITUFORM TECHNOLOGIES, INC. LOGO) SSN:
No. of Shares:
Option Price: $
RESTRICTED STOCK AGREEMENT FOR EXECUTIVES
This Agreement will certify that the employee named above ("you") is awarded the
number of restricted shares of Class A common stock, par value $0.01 per share
("Common Stock"), of Insituform Technologies, Inc. (the "Company"), designated
above pursuant to the 2001 Employee Equity Incentive Plan (the "Plan") and the
Insituform Technologies, Inc. Long-Term Incentive Plan (the "LTIP"), subject to
the terms, conditions and restrictions in the Plan, the LTIP and those set forth
below. Any capitalized, but undefined, term used in this Agreement shall have
the meaning ascribed to it in the Plan or the LTIP, as applicable. Your
signature below constitutes your acceptance of this award and acknowledgement of
your agreement to all the terms, conditions and restrictions contained in this
Agreement. You must return an executed copy of this Agreement to the Director of
Human Resources or such person's designee (the "Director of Human Resources")
within 30 days after the date of grant or this Agreement shall be void.
Accepted by Employee: INSITUFORM TECHNOLOGIES, INC.
By:
----------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chair,
Compensation Committee
TERMS, CONDITIONS AND RESTRICTIONS
1. GRANT OF RESTRICTED STOCK. Subject to the terms and conditions contained in
this Agreement, the Plan and the LTIP, the Company hereby grants to you the
number of shares of restricted Common Stock designated above (the "Restricted
Stock"). The time between the Date of Grant and the lapse of all forfeiture
restrictions (including the Performance Restrictions and Service Restrictions,
defined below) shall be referred to as the "Restricted Period."
2. PERFORMANCE RESTRICTIONS. In addition to the Service Restrictions, you shall
return to the Company, for no consideration from the Company, all of the shares
of Restricted Stock awarded under this Agreement, within thirty days following
notification to you by the Compensation Committee that the performance goals, if
any, established under the LTIP as a condition to the award of the Restricted
Stock are not satisfied in full in accordance with the terms and conditions of
the LTIP (the "Performance Restrictions"). The Performance Restrictions shall
lapse upon certification by the Compensation Committee that the performance
goals, if any, established under the LTIP as a condition to the vesting of such
Restricted Stock are satisfied in full.
3. SERVICE RESTRICTIONS. Except as otherwise provided in this Agreement, you
shall return to the Company within thirty days following your termination of
employment for any reason, for no consideration from the Company, all of the
shares of Restricted Stock awarded under this Agreement as to which the
restrictions provided in Section 4 shall not have lapsed as of your termination
of employment (the "Service Restrictions").
4. LAPSE OF SERVICE RESTRICTIONS. The Service Restrictions on your Restricted
Stock shall lapse (i.e., the Restricted Stock shall vest) upon the first to
occur of any of the following events:
o the third anniversary of the Date of ▇▇▇▇▇;
o your death;
o your attainment of age 65;
o the termination of your employment as a result of your disability
(pursuant to the terms of any employee disability benefit plan
maintained by the Company) before such third anniversary of the Date of
Grant;
o a Change in Control; or
o upon the involuntary termination of your employment without "cause" (as
defined below) at least 18 months after the Date of Grant and before
the third anniversary of the Date of Grant; provided, however, the
Service Restrictions on only a percentage of the Restricted Stock
awarded to you shall lapse, which percentage shall be determined by
dividing (i) the number of whole months of your employment with the
Company in the period beginning on the Date of Grant and ending on such
termination of your employment by (ii) thirty-six (36).
For purposes of this Agreement, termination of your employment shall occur only
when you are no longer an employee of the Company and are no longer a director
of the Company.
For purposes of this Agreement, "cause" shall mean any of:
(i) breaching any employment, confidentiality, noncompete, nonsolicitation
or other agreement with the Company, any written Company policy
relating to compliance with laws (during employment) or any general
undertaking or legal obligation to the Company;
(ii) causing, inducing, requesting or advising, or attempting to cause,
induce, request or advise, any employee, representative, consultant or
other similar person to
terminate his/her relationship, or breach any agreement, with the
Company;
(iii) causing, inducing, requesting or advising, or attempting to cause,
induce, request or advise, any customer, supplier or other Company
business contact to withdraw, curtail or cancel their business with the
Company; or
(iv) failure or refusal to perform any stated duty or assignment,
misconduct, disloyalty, violation of any Company policy or work rule,
engaging in criminal conduct in connection with your employment, being
indicted or charged with any crime constituting a felony or involving
dishonesty or moral turpitude, violation of any term in this
Agreement, unsatisfactory job performance, or any other reason
constituting cause within the meaning of Missouri common law.
For purposes of this Agreement, a "Change in Control" shall mean:
(i) the acquisition by any "person" or "group" (as defined pursuant to
Section 13(d) under the Securities Exchange Act of 1934) of "beneficial
ownership" (as defined in Rule 13d-3 under said Act) of in excess of
30% of the combined voting power of the outstanding voting securities
(the "Voting Securities") of the Company entitled to vote generally in
the election of directors; and/or
(ii) the replacement of 50% or more of the members of the Company's Board of
Directors (excluding, for purposes of such calculation, the Chairman of
the Board) over a one-year period from the directors who constituted
such Board at the beginning of such period, where such replacement
shall not have been approved by a vote including at least a majority of
the directors who were members of the Board at the beginning of such
one-year period or whose election as members of the Board was
previously so approved; and/or
(iii) consummation of a merger, statutory share exchange or consolidation
involving the Company or sale or other disposition of all or
substantially all of the assets of the Company, unless following such
transaction: (a) all or substantially all of the individuals and
entities who were the "beneficial owners" (as hereinabove defined),
respectively, of the outstanding Voting Securities immediately prior to
such transaction "beneficially owned", directly or indirectly, more
than 30% of the combined voting power of the then outstanding Voting
Securities of the corporation resulting from such transaction in
substantially the same proportion as their ownership immediately prior
to such transaction of the outstanding Voting Securities of the
Company, (b) no "person" or "group" (as hereinabove defined)
"beneficially owns", directly or indirectly, 30% or more of the
combined voting power of the then outstanding Voting Securities of such
corporation except to the extent that such ownership existed prior to
such transaction and (c) at least a majority of the members of the
board of directors resulting from such transaction were members of the
Company's Board of Directors immediately prior to such transaction or
were nominated by at least a majority of the members of the Company's
Board of Directors at the time of the execution of the initial
agreement for such transaction, or by the action of the Company's Board
of Directors providing for such transaction; and/or
(iv) approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.
5. LIMITATION ON TRANSFER. Prior to the end of the Restricted Period, shares of
Restricted Stock shall not be transferable under any circumstances and no
transfer of your rights with respect to such shares, whether voluntary or
involuntary, by operation of law or otherwise, shall vest in you any interest or
right in or with respect to such shares, but immediately upon any attempt to
transfer such shares, such shares, and all of the rights related thereto, shall
be forfeited and the transfer shall be of no force or effect.
6. SHAREHOLDER RIGHTS. Except for the restrictions and limitation on transfer
described in this Agreement, you shall have, with respect to your Restricted
Stock, all of the rights of a stockholder of the Company, including the right to
vote the Restricted Stock and the right to receive any cash dividends. Stock
dividends issued with respect to Restricted Stock shall be treated as additional
shares under this Agreement and shall be subject to the same restrictions and
other terms and conditions that apply to the Restricted Stock with respect to
which such dividends are issued.
7. ISSUANCE OF CERTIFICATE. As soon as practicable following the lapse of all
forfeiture restrictions with respect to any shares of Restricted Stock, such
shares shall be transferred to you in the name of a nominee in an account for
you or, at your request, in the form of a certificate. Except for dividends, if
any, payable to stockholders generally, you have no right to receive any payment
in cash from the Company or an Affiliate with respect to the Restricted Stock,
either before or after such shares vest.
The Company may register shares of Restricted Stock with respect to which the
Restricted Period shall not have lapsed in the name of a nominee or hold such
shares in any custodial arrangement.
8. LEGEND. Any certificate representing the shares of Restricted Stock subject
to this Agreement shall bear a legend referring to this Agreement and the fact
that such shares are nontransferable and are subject to the restrictions
hereunder until such restrictions have lapsed and the legend has been removed.
Such legend shall read as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RESTRICTION ON TRANSFER AND THE RISK OF FORFEITURE TO THE COMPANY AS
PROVIDED IN A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE
REGISTERED OWNER OF THESE SECURITIES, A COPY OF WHICH IS ON FILE WITH
THE ISSUER.
Shares of Common Stock awarded hereunder shall not be transferable by you until
after an unlegended certificate has been issued to you as provided in Section 7
with respect to such shares.
9. TAXES. The Plan Administrator may withhold delivery of certificates for
shares of Restricted Stock until you make satisfactory arrangements to pay any
withholding, transfer or other taxes due with respect to the transfer or vesting
of such
shares. The Company also shall withhold from dividends any amount required to be
withheld by any governmental entity.
10. ADJUSTMENTS. The Plan Administrator may make such adjustments in the number
or kind of shares of Restricted Stock covered by this Agreement as may be
required to prevent dilution or enlargement of your rights that would otherwise
result from any stock split, stock dividend, reorganization, recapitalization,
sale, consolidation, issuance of stock rights or warrants or any similar event.
11. INTERPRETATIONS BINDING. The interpretations and determinations of the Plan
Administrator are binding and conclusive.
12. NO RIGHT TO CONTINUE AS AN EMPLOYEE; NO RIGHT TO FURTHER GRANTS. This
Agreement does not give you any right to continue as an employee of the Company
for any period of time or at any rate of compensation, nor does it interfere
with the Company's right to determine the terms of your employment. A grant of
Restricted Stock is within the discretion of the Plan Administrator, and does
not entitle you to any further grants of Restricted Stock.