Exhibit 10.2
FORM OF
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
2003 SHARE INCENTIVE PLAN
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this day
_________ between SEACOR HOLDINGS INC., a Delaware corporation (the "Company"),
and _________, residing at _________ (the "Grantee").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Grantee is an officer or key employee of the Company or one
or more subsidiaries or affiliates of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee, and
the Grantee desires to accept, shares of the Company's common stock, $0.01 par
value ("Common Shares"), upon the terms and subject to the conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee _________ (restricted) Common Shares (the "Restricted Stock").
Except as otherwise provided herein including, without limitation, the
provisions of Paragraph 5 hereof, the Grantee shall have with respect to the
Restricted Stock all of the rights of a holder of Common Shares, including the
rights to receive dividends, if paid, and the right to vote the Common Shares.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are
subject to, and shall be transferable only in accordance
with, the provisions of a certain Restricted Stock Grant
Agreement dated _________ between _________ and SEACOR
HOLDINGS Inc."
2. Removal of Restricted Stock Legend. After shares of the Restricted Stock
issued to the Grantee hereunder have become vested in accordance with provisions
of this Agreement, promptly upon delivery of stock certificates representing
such vested shares have been delivered by the Grantee to the Company together
with a written request therefor, the Company shall cause the transfer agent for
the Common Shares to issue separate certificates representing a) the Common
Shares that are free of the restrictions set forth herein and without the legend
referred to in Paragraph 1 hereof and b) the remaining unvested Common Shares
bearing the legend referred to in Paragraph 1 hereof.
3. Vesting.
(a) Subject to the terms and conditions set forth herein, including, without
limitation, the provisions of Paragraph 5 hereof, beneficial ownership without
the restrictions set forth in Paragraph 1 hereof ("Beneficial Ownership") of the
restricted stock shall vest in the Grantee as follows and in the respective
dates herein set forth (each such date, or "Vesting Date"):
Date Number of Shares
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Notwithstanding the foregoing, Beneficial Ownership of all of the aforementioned
shares of Restricted Stock shall vest immediately, without any action on the
part of the Company (or its successor as applicable) or the Grantee if, prior to
a Forfeiture hereinafter (as defined) by the Grantee pursuant to Paragraph 5
hereof, any of the following events occur:
(i) the death of the Grantee;
(ii) the Retirement (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the
Company and/or its subsidiaries, as applicable, by the
Company (or applicable subsidiaries) without Cause (as
hereinafter defined); and
(iv) the occurrence of a Change-in-Control of the Company (as
hereinafter defined).
(b) As used in this Agreement, the following terms shall have the following
respective meanings:
"Retirement" shall mean Grantee's formal retirement from employment with
the Company under acceptable circumstances as determined by the Committee
in its sole discretion (which determination may be conditioned upon, among
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other things, the Employee entering into a non-competition agreement with
the Company).
"Cause" shall mean (i) fraud, embezzlement or gross insubordination on the
part of the Employee or breach by the Employee of his or her obligations
under any Company policy or procedure; (ii) conviction of or the entry of
a plea of nolo contendere by the Employee for any felony; (iii) a material
breach of, or the willful failure or refusal by the Employee to perform
and discharge, his or her duties, responsibilities or obligations, as an
Employee; or (iv) any act of moral turpitude or willful misconduct by the
Employee which (A) is intended to result in substantial personal
enrichment of the Employee at the expense of the Company or any of its
subsidiaries or affiliates or (B) has a material adverse impact on the
business or reputation of the Company, or any of its subsidiaries or
affiliates.
"Change-in-Control" of the Company shall be deemed to have occurred upon
any of the following events:
(i) A change in control of the direction and administration of
the Company's business of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act; or
(ii) During any period of two (2) consecutive years, the
individuals who at the beginning of such period constitute
the Company's Board of Directors or any individuals who
would be "Continuing Directors" (as hereinafter defined)
cease for any reason to constitute at least a majority
thereof; or
(iii) The Company's Common Stock shall cease to be publicly
traded; or
(iv) The Company's Board of Directors shall approve a sale of
all or substantially all of the assets of the Company, and
such transaction shall have been consummated; or
(v) The Company's Board of Directors shall approve any merger,
consolidation, or like business combination or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
clause (ii) or (iii) above, and such transaction shall
have been consummated.
Notwithstanding the foregoing, (A) any spin-off of a division or
subsidiary of the Company to its stockholders and (B) any event listed in
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(i) through (v) above that the Board of Directors determines not to be a
Change-in-Control of the Company, shall not constitute a Change-in-Control
of the Company.
For purposes of the definition of Change-in-Control, "Continuing
Directors" shall mean (x) the directors of the Company in office on the
date of this Agreement and (y) any successor to any such director and any
additional director who after such date was nominated or selected by a
majority of the Continuing Directors in office at the time of his or her
nomination or selection.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Paragraph 3 hereof, prior to the applicable Vesting Dates, no unvested shares of
the Restricted Stock (nor any interest therein) may be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, shall not be
assignable by operation of law and shall not be subject to execution, attachment
or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
5. Forfeiture.
(a) Except upon occurrence of the events set forth in Paragraphs
3(a)(i), 3(a)(ii) and 3(a)(iii) hereof, upon termination of the Grantee's
employment with the Company and/or its subsidiaries, as applicable, prior to
vesting of Beneficial Ownership in all of the shares of Restricted Stock, and
notwithstanding the provisions of Paragraph 3(a) hereof, Beneficial Ownership of
the remaining unvested shares of the Restricted Stock shall not vest in the
Grantee and all such unvested shares of the Restricted Stock shall immediately
thereupon be forfeited by the Grantee to the Company (a "Forfeiture") without
any consideration therefor.
(b) Upon a Forfeiture, the Grantee shall, within ten (10) business
days thereafter, deliver to the Company all stock certificates representing all
shares of the forfeited Restricted Stock, together with stock powers duly
executed in blank by the Grantee. From and after the occurrence of such
Forfeiture, and notwithstanding any provision herein to the contrary including,
without limitation, the provisions of Paragraph 1 hereof, the Grantee shall have
no rights to or interests in any shares of the forfeited Restricted Stock (other
than the obligation to transfer and deliver all stock certificates representing
all shares of forfeited Restricted Stock pursuant to this Paragraph 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
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(b) The Grantee is acquiring the Restricted Stock for investment
purposes only and not with a view to, or in connection with, the public
distribution thereof in violation of the Securities Act of 1933, as amended (the
"Securities Act").
(c) The Grantee understands and agrees that none of the shares of the
Restricted Stock may be offered, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with this Agreement
and the Securities Act pursuant to an effective registration statement or
applicable exemption from the registration requirements of the Securities Act
and applicable state securities or "blue sky" laws, and then only in accordance
with the SEACOR HOLDINGS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Tipping Policy (the "▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Policy"). The Grantee further understands that the Company has no
obligation to cause or to refrain from causing the resale of any of the shares
of the Restricted Stock or any other shares of its capital stock to be
registered under the Securities Act or to comply with any exemption under the
Securities Act which would permit the shares of the Restricted Stock to be sold
or otherwise transferred by the Grantee. The Grantee further understands that,
without approval in writing pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, no trade may
be executed in any interest or position relating to the future price of Company
securities, such as a put option, call option, or short sale (which prohibition
includes, among other things, establishing any "collar" or other mechanism for
the purpose of establishing a price).
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed, as appropriate, if to the
Grantee, at his address set forth above or such other address as he may
designate in writing to the Company, and, if to the Company, at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary or such
other address as the Company may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
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the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
14. 2003 Share Incentive Plan Controls. This agreement is subject to all terms
and provisions of the SEACOR HOLDINGS Inc. 2003 Share Incentive Plan (the
"Plan"), which are incorporated herein by reference. In the event of any
conflict, the terms and provisions of the Plan shall control over the terms and
provisions of this Agreement. All capitalized terms herein shall have the
meanings given to such terms by the Plan unless otherwise defined herein or
unless the context clearly indicates otherwise.
IN WITNESS WHEREOF, each of the parties hereto have duly executed
this Agreement on the date and year first above written.
SEACOR HOLDINGS INC.
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GRANTEE
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