Exhibit 10.1
20__ RESTRICTED STOCK AWARD AGREEMENT
UNDER THE STRIDE RITE CORPORATION
2001 STOCK OPTION AND INCENTIVE PLAN
Name of Grantee:
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No. of Target Shares:
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Final Acceptance Date: 20
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Performance Measure: Earnings Per Share $ ("Target EPS")
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Pursuant to The Stride Rite Corporation 2001 Stock Option and Incentive
Plan (the "Plan") as amended through the date hereof, The Stride Rite
Corporation (the "Company") hereby grants a Restricted Stock Award (an "Award")
to the Grantee named above. No shares of Stock shall be issued unless the
provisions of Paragraph 2 are satisfied.
1. Acceptance of Award. The Grantee shall have no rights with respect to this
Award unless he or she shall have accepted this Award prior to the close of
business on the Final Acceptance Date specified above by signing and delivering
to the Company a copy of this Award Agreement.
2. Issuance of Restricted Stock. The actual number of shares of Restricted Stock
to be issued to Grantee will vary depending upon the Company's Earnings per
Share for fiscal year ending on the Friday closest to November 30, 20__:
Performance Achieved Percentage of Target Shares
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Below Threshold Less than 95% of Target EPS None
Threshold 95% of Target EPS 50% of Target Shares
Target 100% of Target EPS 100% of Target Shares
Maximum 110% of Target EPS 150% of Target Shares
The percentage of Target Shares to be issued where performance achievement is
between threshold, target and maximum shall be scaled appropriately. Upon the
certification by the Committee of performance achievement at the level
prescribed in this Paragraph 2 for fiscal year ending on the Friday closest to
November 30, 20__ ("Grant Date"), the number of shares of Restricted Stock
determined pursuant to this Paragraph 3 shall be issued and delivered to the
Grantee, either via book entry or actual stock certificates, and the Grantee's
name shall be entered as the stockholder of record on the books of the Company.
Thereupon, the Grantee shall have all the rights of a shareholder with respect
to such shares, including voting and dividend rights, subject, however, to the
restrictions and conditions specified in Paragraph 3 below.
3. Restrictions and Conditions.
(a) Any book entries or certificates evidencing the shares of Restricted Stock
granted herein shall bear an appropriate legend, as determined by the
Administrator in its sole discretion, to the effect that such shares are subject
to restrictions as set forth herein and in the Plan.
(b) Shares of Restricted Stock granted herein may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee prior
to vesting.
(c) If the Grantee's employment with the Company and its Subsidiaries is
voluntarily or involuntarily terminated for any reason (including death) prior
to vesting of shares of Restricted Stock granted herein, any shares that have
not vested shall automatically be forfeited to the Company.
4. Vesting of Restricted Stock. Subject to the issuance of Restricted Stock
pursuant to Paragraph 2, the restrictions and conditions in Paragraph 3 of this
Agreement shall lapse on the Vesting Date or Dates specified in the following
schedule. If a series of Vesting Dates is specified, then the restrictions and
conditions in Paragraph 3 shall lapse only with respect to the number of shares
of Restricted Stock specified as vested on such date.
Percentage of
Shares of Restricted Stock Vested Vesting Date
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25% Grant Date
50% First Anniversary of Grant Date
75% Second Anniversary of Grant Date
100% Third Anniversary of Grant Date
Subsequent to such Vesting Date or Dates, the shares of Stock on which all
restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock. The Administrator may at any time accelerate the vesting schedule
specified in this Paragraph 4.
5. Dividends. Dividends on Shares of Restricted Stock shall be paid currently to
the Grantee. Grantee shall also be paid on the Grant Date cash in an amount
equal to the dollar value dividends paid by the Company in 20__ per share of
Stock multiplied by the number of shares of Restricted Stock issued to Grantee
on the Grant Date.
6. Incorporation of Plan. Notwithstanding anything herein to the contrary, this
Agreement shall be subject to and governed by all the terms and conditions of
the Plan, including the powers of the Administrator set forth in Section 2(b) of
the Plan. Capitalized terms in this Agreement shall have the meaning specified
in the Plan, unless a different meaning is specified herein.
7. Transferability. This Agreement is personal to the Grantee, is non-assignable
and is not transferable in any manner, by operation of law or otherwise, other
than by will or the laws of descent and distribution.
8. Tax Withholding. The Grantee shall, not later than the date as of which the
receipt of this Award becomes a taxable event for Federal income tax purposes,
pay to the Company or make arrangements satisfactory to the Administrator for
payment of any Federal, state, and local taxes required by law to be withheld on
account of such taxable event. The Grantee may elect to have the required
minimum tax withholding obligation satisfied, in whole or in part, by (i)
authorizing the Company to withhold from shares of Stock to be issued, or (ii)
transferring to the Company, a number of shares of Stock with an aggregate Fair
Market Value that would satisfy the withholding amount due.
9. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its principal place of
business, and shall be given to the Grantee at the address set forth below, or
in either case at such other address as one party may subsequently furnish to
the other party in writing.
(b) This Agreement does not confer upon the Grantee any rights with respect to
continuation of employment by the Company or any Subsidiary.
THE STRIDE RITE CORPORATION
By:
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Title:
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
Dated:
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Grantee's Signature
Grantee's name and address:
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