COGDELL SPENCER INC. 2010 LONG TERM INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.3
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC.
2010 LONG TERM INCENTIVE COMPENSATION PLAN
2010 LONG TERM INCENTIVE COMPENSATION PLAN
AGREEMENT by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc., a Maryland corporation (the “Company”)
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Grantee”), effective as of the 24th day of
September, 2010 (the “Grant Date”).
WHEREAS, the Company and the Grantee entered into an employment agreement, dated September 20,
2010 (the “Employment Agreement”), under which the Company agreed to grant the Grantee, in
connection with the Grantee’s purchase of shares of Common Stock from the Company, an award of
Restricted Stock (the “Company Match Stock Award”); and
WHEREAS, the Company maintains the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. 2010 Long Term Incentive Compensation
Plan (as amended from time to time, the “Plan”) (capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto by the Plan); and
WHEREAS, under the Plan the Company may grant awards to its employees, directors and other
persons who provide significant services to the Company; and
WHEREAS, the Company hereby grants the Company Match Stock Award to the Grantee, subject to
the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Grant of Restricted Stock.
The Company hereby grants the Grantee 74,516 shares of Common Stock of the Company (the
“Restricted Stock”), subject to the following terms and conditions and subject to the
provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth
herein in its entirety.
2. Restrictions and Conditions.
| (a) | The Restricted Stock awarded pursuant to this Agreement and the Plan shall be
subject to the following restrictions and conditions: |
(i) Subject to clauses (a)(iv) and (a)(v) below, the period of restriction with
respect to shares of Restricted Stock granted hereunder (the “Restriction
Period”) shall begin on the Grant Date and lapse on December 31, 2013. Subject
to the provisions of the Plan and this Agreement, during the Restriction Period, the
shares shall be subject to forfeiture as described herein and the Grantee shall not
be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate,
alienate, encumber or assign the Shares (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (a)(i) or in the Plan, the Grantee
shall have, in respect of the Restricted Stock, all of the rights of a stockholder
of the Company, including the right to vote the Shares and the right to receive
dividends (unless the underlying Shares are forfeited). Certificates (or other
applicable evidence of ownership) for Shares shall be delivered to the Grantee or
his designee promptly after, and only after, the Restriction Period shall lapse
without forfeiture in respect of such Restricted Stock.
(iii) If, during the Restriction Period, (A) the Grantee has a Termination of
Service on account of death or Disability, by the Company and its affiliates for
Cause or by the Grantee for any reason, or (B) the Grantee sells or otherwise
disposes of any Shares purchased by the Grantee pursuant to Section 3.5(a) of the
Employment Agreement, then all shares of Restricted Stock shall thereupon, and with
no further action, be forfeited by the Grantee, and neither the Grantee nor his
successors, heirs, assigns or personal representatives will thereafter have any
further rights or interests in such Restricted Stock. Notwithstanding the
foregoing, the Board may, at its sole discretion, permit, but is not required to
permit, the Grantee to sell some or all of his Shares purchased pursuant to Section
3.5(a) of the Employment Agreement if such request is submitted in writing by the
Grantee and, in such event, such sale shall not result in a forfeiture of Restricted
Stock under this clause (a)(iii).
(iv) In the event the Grantee has a Termination of Service by the Company and its
affiliates for any reason other than Cause, (A) on or prior to December 31, 2011,
then the Restriction Period shall immediately lapse with respect to 24,839 shares of
Restricted Stock (to the extent not previously forfeited); (B) between January 1,
2012 and December 31, 2012, then the Restriction Period shall immediately lapse with
respect to 49,677 shares of Restricted Stock (to the extent not previously
forfeited); and (C) between January 1, 2013 and December 31, 2013, then the
Restriction Period shall immediately lapse on all Restricted Stock (to the extent
not previously forfeited) granted to the Grantee hereunder. Any Shares not vested
in accordance with the foregoing shall thereupon, and with no further action, be
forfeited by the Grantee, and neither the Grantee nor his successors, heirs, assigns
or personal representatives will thereafter have any further rights or interests in
such Restricted Stock.
(v) In the event of a Change in Control of the Company (regardless of whether a
termination follows thereafter), during the Restriction Period, then the Restriction
Period will immediately lapse on all Restricted Stock granted to the Grantee
hereunder.
(vi) Cessation of service as an employee shall not be treated as a Termination of
Service for purposes of this paragraph 2 if the Grantee continues without
interruption to serve thereafter as an officer or director of the Company or in such
other capacity as determined by the Board, and the termination of such successor
service shall be treated as the applicable termination.
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| (b) | The Grantee may be issued a stock certificate or other evidence of ownership in
respect of the Shares of Restricted Stock awarded hereunder. Any such certificate
shall be registered in the name of the Grantee, and may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer provided hereunder
or under the Plan, or as the Committee may otherwise deem appropriate, and, without
limiting the generality of the foregoing, shall bear a legend referring to the terms,
conditions, and restrictions applicable to this Agreement, substantially in the
following form: |
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. 2010 LONG TERM INCENTIVE COMPENSATION PLAN, AS IT MAY BE
AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. COPIES OF SUCH PLAN AND AWARD
AGREEMENT ARE ON FILE IN THE OFFICES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC., AT ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
The Committee shall require that any such stock certificate or other evidence of
ownership issued be held in custody by the Company until the restrictions hereunder
shall have lapsed. If and when such restrictions so lapse, such stock certificate
shall be delivered by the Company to the Grantee or his or her designee.
3. Miscellaneous.
| (a) | THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW
WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF NORTH CAROLINA. |
| (b) | The captions of this Agreement are not part of the provisions hereof and shall
have no force or effect. This Agreement may not be amended or modified except by a
written agreement executed by the parties hereto or their respective successors and
legal representatives. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of
this Agreement. |
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| (c) | The Committee and the Board, to the extent applicable, may make such rules and
regulations and establish such procedures for the administration of this Agreement as
it deems appropriate. Without limiting the generality of the foregoing, the Committee
may interpret the Plan and this Agreement, with such interpretations to be conclusive
and binding on all persons and otherwise accorded the maximum deference permitted by
law, provided that the Committee’s interpretation shall not be entitled to deference on
and after a Change in Control except to the extent that such interpretations are made
exclusively by members of the Committee who are individuals who served as Committee
members before the Change in Control and take any other actions and make any other
determinations or decisions that it deems necessary or appropriate in connection with
the Plan, this Agreement or the administration or interpretation thereof. In the event
of any dispute or disagreement as to interpretation of the Plan or this Agreement or of
any rule, regulation or procedure, or as to any question, right or obligation arising
from or related to the Plan or this Agreement, the decision of the Committee shall be
final and binding upon all persons. |
| (d) | All notices hereunder shall be in writing, and if to the Company or the
Committee, shall be delivered to the Board or mailed to its principal office, addressed
to the attention of the Board; and if to the Grantee, shall be delivered personally,
sent by facsimile transmission or mailed to the Grantee at the address appearing in the
records of the Company. Such addresses may be changed at any time by written notice to
the other party given in accordance with this paragraph 3(d). |
| (e) | The failure of the Grantee or the Company to insist upon strict compliance with
any provision of this Agreement or the Plan, or to assert any right the Grantee or the
Company, respectively, may have under this Agreement or the Plan, shall not be deemed
to be a waiver of such provision or right or any other provision or right of this
Agreement or the Plan. |
| (f) | The Company shall be entitled to withhold from any payments or deemed payments
any amount of tax withholding it determines to be required by law. |
| (g) | Nothing in this Agreement shall confer on the Grantee any right to continue in
the employ or other service of the Company or its affiliates or interfere in any way
with the right of the Company or its affiliates to terminate the Grantee’s employment
or other service at any time. |
| (h) | This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all other agreements, written or oral, with
respect thereto, including any Employment Agreement between the Grantee and the Company
or any affiliate thereof, if and to the extent the Employment Agreement is in effect at
the relevant time. |
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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the day and
year first above written.
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Title: | Chief Financial Officer | |||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
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