Exhibit 10.3
Form of Restricted Stock Agreement (Directors)
THE YANKEE CANDLE COMPANY, INC.
Director Restricted Stock Agreement
This Agreement is made as of March 10, 2006 between The Yankee Candle
Company, Inc., a Massachusetts corporation (the "Company"), and
_____________________ (the "Recipient").
WHEREAS, the 2005 Stock Option and Award Plan of the Company (the "Plan")
authorizes the Company to grant Restricted Stock Awards (as defined in the
Plan);
WHEREAS, the Recipient, as a director of the Company, is eligible to
receive a Restricted Stock Award under the Plan; and
WHEREAS, the terms of the 2005 Director Compensation Plan of the Company
provide for the grant to the Recipient of the Restricted Stock Award covered by
this Agreement;
NOW, THEREFORE, in consideration of the mutual commitments made in this
Agreement, the Company and the Recipient agree as follows:
1. Issuance of Shares.
Effective as of the date of this Agreement (the "Grant Date"), the
Company shall issue to the Recipient, subject to the terms and conditions set
forth in this Agreement and in the Plan, 2,000 shares (the "Shares") of common
stock, $.01 par value per share, of the Company ("Common Stock"). The Shares
shall be issued to the Participant in consideration of the Participant's service
as a director of the Company. The Shares will initially be issued by the Company
in book entry form only, in the name of the Recipient. The Company shall, upon
the request of the Recipient, issue and deliver to the Recipient a certificate
representing Shares that have vested pursuant to Section 2 below. The Recipient
agrees that the Shares shall be subject to the forfeiture provisions set forth
in Section 3 of this Agreement and the restrictions on transfer set forth in
Section 4 of this Agreement.
2. Vesting.
(a) Vesting Schedule. Unless otherwise provided in this
Agreement or the Plan, the Shares shall vest in three equal annual installments
on each of the first three anniversaries of the Grant Date. Any fractional
number of Shares resulting from the application of the foregoing percentages
shall be rounded down to the next whole number of Shares.
(b) Acceleration of Vesting. Notwithstanding the foregoing
vesting schedule, all unvested Shares shall become vested effective immediately
prior to (i) a Change in Control Event (as defined in the Plan) or (ii) the
death of the Recipient.
3. Forfeiture of Unvested Shares Upon Cessation of Service as
Director
In the event that the Recipient ceases to serve as a director of the
Company for any reason or no reason, with or without cause (except as provided
in Section 2(b)(ii) above), all of the Shares that are unvested as of the time
of such cessation of service shall be forfeited immediately and automatically to
the Company, without the payment of any consideration to the Recipient,
effective as of such cessation of service. The Recipient shall have no further
rights with respect to any Shares that are so forfeited.
4. Restrictions on Transfer.
The Recipient shall not sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by operation of law or otherwise (collectively "transfer")
any Shares, or any interest therein, until such Shares have vested, except that
the Recipient may transfer such Shares (i) to or for the benefit of any spouse,
children, parents, uncles, aunts, siblings, grandchildren and any other
relatives approved by the Compensation Committee (collectively, "Approved
Relatives") or to a trust established solely for the benefit of the Recipient
and/or Approved Relatives, provided that such Shares shall remain subject to
this Agreement (including without limitation the restrictions on transfer set
forth in this Section 4 and the forfeiture provisions contained in Section 3)
and such permitted transferee shall, as a condition to such transfer, deliver to
the Company a written instrument confirming that such transferee shall be bound
by all of the terms and conditions of this Agreement; or (ii) as part of the
sale of all or substantially all of the shares of capital stock of the Company
(including pursuant to a merger or consolidation), provided that, in accordance
with the Plan and except as otherwise provided herein, the securities or other
property received by the Recipient in connection with such transaction shall
remain subject to this Agreement. The Company shall not be required (i) to
transfer on its books any of the Shares which have been transferred in violation
of any of the provisions set forth in this Agreement or (ii) to treat as owner
of such Shares or to pay dividends to any transferee to whom such Shares have
been transferred in violation of any of the provisions of this Agreement.
5. Rights as a Shareholder
Except as otherwise provided in this Agreement, for so long as the
Recipient is the registered owner of the Shares, the Recipient shall have all
rights as a shareholder with respect to the Shares, whether vested or unvested,
including, without limitation, any rights to receive dividends or non-cash
distributions with respect to the Shares and to vote the Shares and act in
respect of the Shares at any meeting of shareholders.
6. Provisions of the Plan.
This Agreement is subject to the provisions of the Plan, a copy of which
is furnished to the Recipient with this Agreement. As provided in the Plan, upon
the occurrence of a Reorganization Event (as defined in the Plan), other than a
Reorganization Event that constitutes a Change in Control Event, the rights of
the Company hereunder (including the right to receive forfeited Shares) shall
inure to the benefit of the Company's successor and shall apply to the cash,
securities or other property which the Shares were converted into or exchanged
for pursuant to such Reorganization Event in the same manner and to the same
extent as they applied to the Shares under this Agreement.
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7. Tax Matters. The Recipient has reviewed with the Recipient's own
tax advisors the federal, state, local and other tax consequences of this
investment and the transactions contemplated by this Agreement. The Recipient is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. The Recipient understands that the Recipient
(and not the Company) shall be responsible for the Recipient's own tax liability
that may arise as a result of this investment or the transactions contemplated
by this Agreement.
8. Miscellaneous.
(a) Authority of Compensation Committee. In making any
decisions or taking any actions with respect to the matters covered by this
Agreement, the Compensation Committee shall have all of the authority and
discretion, and shall be subject to all of the protections, provided for in the
Plan. All decisions and actions by the Compensation Committee with respect to
this Agreement shall be made in the Compensation Committee's discretion and
shall be final and binding on the Recipient.
(b) No Right to Continued Director Service. The Recipient
acknowledges and agrees that, notwithstanding the fact that the vesting of the
Shares is contingent upon his or her continued service as a director of the
Company, this Agreement does not constitute an express or implied promise of
continued service as a director or confer upon the Recipient any rights with
respect to continued service as a director.
(c) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.
(d) Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Company and the Recipient and their respective
heirs, executors, administrators, legal representatives, successors and assigns.
(e) Notice. All notices required or permitted hereunder shall
be in writing and deemed effectively given upon personal delivery or five days
after deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to this Agreement (directed, in the case
of notices to the Company, to the Chief Financial Officer), or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 8(e).
(f) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and which
together shall constitute one and the same instrument.
(g) Entire Agreement. This Agreement and the Plan constitute
the entire agreement between the parties, and supersede all prior agreements and
understandings, relating to the subject matter of this Agreement.
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(h) Amendment. This Agreement may be amended or modified only
by a written instrument executed by both the Company and the Recipient.
(i) Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with the internal laws of the
Commonwealth of Massachusetts without regard to any applicable conflicts of
laws.
(j) Recipient's Acknowledgments. The Recipient acknowledges
that he or she has read this Agreement, has received and read the Plan, and
understands the terms and conditions of this Agreement and the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE YANKEE CANDLE COMPANY, INC.
By:_____________________________________
Title:_____________________________
Address: 16 Yankee ▇▇▇▇▇▇ ▇▇▇
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________________________________________
Name of Recipient: _____________________
Address: _______________________________
_______________________________
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