Exhibit 10.3
FORM OF
WORLD COLOR PRESS
RESTRICTED STOCK AGREEMENT
(ISSUED UNDER THE 1998 RESTRICTED STOCK PLAN OF WORLD COLOR PRESS)
This Restricted Stock Agreement ("Agreement") is made and entered into as
of the Date of Award indicated below by and between World Color Press, Inc., a
Delaware corporation (the "Company"), and the person named below as Holder.
WHEREAS, Holder is a key Employee of the Company and/or one or more of its
Subsidiaries; and
WHEREAS, pursuant to the 1998 Restricted Stock Plan of World Color Press
(the "Plan"), the Compensation Committee of the Board of Directors of the
Company (the "Committee") has approved the Award to Holder of shares of the
common stock, par value $0.01 per share, of the Company (the "Common Stock"), on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. AWARD; CERTAIN TERMS AND CONDITIONS. The Company hereby awards to
Holder, and Holder hereby accepts, as of the Date of Award, the number of shares
of Common Stock indicated below (the "Restricted Stock") for the purchase price
per share, if any, indicated below. The Restricted Stock shall be subject to
all of the terms and conditions set forth in this Agreement, including the
restrictions imposed pursuant to Section 2 hereof.
Holder:
Date of Award:
Number of shares of Restricted Stock:
Purchase Price per share: $
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Vesting Schedule
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No. of Shares Date Exercisable
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Holder must be an Employee on the date the Restricted Stock would otherwise
vest pursuant to the above Vesting Schedule.
2. RESTRICTIONS. Except as provided in Section 8 hereof, unvested
Restricted Stock (i) shall not be sold, exchanged, assigned, transferred,
conveyed, gifted, or otherwise disposed of in any way at any time and (ii) shall
not be pledged, encumbered, or otherwise hypothecated in any way at any time and
shall not be subject to execution, attachment, or similar legal process. Any
attempt to sell, transfer, pledge, encumber, hypothecate, or otherwise dispose
of any unvested shares of Restricted Stock, contrary to the terms and provisions
of this Agreement and/or the Plan, shall be null and void and without legal
force or effect.
3. ACCELERATION OF VESTING. Notwithstanding anything to the contrary in
this Agreement, all then unvested Restricted Stock shall vest upon a Change in
Control of the Company (as defined in the Plan), provided Holder is still an
Employee at such time.
4. FORFEITURE OF RESTRICTED STOCK. Except as otherwise provided herein,
upon the Holder's Termination of Employment (as defined in the Plan), any
Restricted Stock that has not yet vested as of the date of any such Termination
of Employment shall be immediately forfeited and canceled. In that event, the
Company shall reimburse the Holder for any cash consideration the Holder may
have paid for such Restricted Stock, in an amount equal to the cash Purchase
Price per share previously paid.
5. PAYMENT OF WITHHOLDING TAXES.
(a) If the Company becomes obligated to withhold an amount on account of
any federal, state or local tax imposed as a result of the sale of the
Restricted Stock to Holder pursuant to this Agreement (such as in the case of a
Holder's election under Section 83(b) of the Code) or the termination of the
restrictions imposed upon the Restricted Stock hereunder, including, without
limitation, any federal, state or other income tax, or any FICA, state
disability insurance tax or other employment tax (the date upon which the
Company becomes so obligated shall be referred to herein as the "Withholding
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Date"), then Holder shall pay such amount (the "Withholding Liability") to the
Company on the Withholding Date in cash or by check payable to the Company;
provided, however, that, in the discretion of the Committee, Holder may,
pursuant to an election of Holder (a "Withholding Election"), instead pay all or
any part of the Withholding Liability by the delivery to the Company of a stock
certificate or certificates representing shares of Common Stock, duly endorsed
or accompanied by a duly executed stock powers, which delivery effectively
transfers to the Company good and valid title to such shares, free and clear of
any pledge, commitment, lien, claim or other encumbrance (such shares to be
valued on the basis of the aggregate Fair Market Value (as defined in the Plan)
thereof on the Withholding Date), provided that the Company is not then
prohibited by law or any instrument or agreement from purchasing or acquiring
such shares of Common Stock. The Company reserves the right to require that any
shares of Common Stock delivered by the Holder in full or partial payment of the
Withholding Liability be limited to those shares already owned by Holder for at
least six (6) months.
(b) In addition, as part of such Withholding Election, and with the
consent of the Committee, the Company may withhold from the number of shares of
Common Stock otherwise to be released to the Holder upon the vesting thereof
that number of shares needed to satisfy such Withholding Liability.
(c) If the Holder's Withholding Liability is not otherwise satisfied
pursuant to (a) or (b) above, then the Company shall have the right to withhold
and deduct from any compensation or other amounts otherwise due to Holder an
amount necessary to satisfy such Withholding Liability. Furthermore, the
Company shall have the right to deduct and withhold any such applicable taxes
from, or in respect of, any dividends or other distributions paid on or in
respect of the Common Stock comprising this Restricted Stock grant. All taxes,
if any, in respect of the grant of the Restricted Stock or any other payments
hereunder shall be solely Holder's responsibility and shall be paid by Holder.
Holder will notify the Company of his or her intention to make an election under
Section 83(b) of the Code at least five (5) business days before making such
election.
(d) The Committee, in its sole discretion, may impose any additional
conditions under subsections (a), (b) and/or (c) as may be required to comply
with Section 16(b) of the Exchange Act (including any Rules promulgated
thereunder).
(e) The Committee shall have sole discretion to approve or disapprove any
Withholding Election and may adopt such rules and regulations as are consistent
with and necessary to implement the foregoing. The Committee may permit Holder
to make a Withholding Election to pay withholding taxes in excess of the minimum
amount required by law, provided that the amount of withholding taxes so paid
does not exceed the estimated total federal, state and local tax liability of
Holder attributable to such Award grant or such termination of restrictions.
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6. ESCROW.
(a) Until a share of Restricted Stock vests, (i) the record address of the
holder of record of such share shall be c/o the Secretary of the Company at the
address of the Company's principal executive office, (ii) the stock certificate
representing such share of Restricted Stock (together with any cash, property
and/or securities comprising all or any part of such Restricted Stock as
provided in Section 7 hereof, other than regular cash dividends) shall be held
in escrow in the custody of the Secretary of the Company, duly endorsed in blank
or accompanied by a duly executed stock powers, and (iii) such stock certificate
shall contain the following legend:
"The transfer and registration of transfer of the securities
represented by this certificate are subject to certain restrictions as
provided in a Restricted Stock Agreement dated as of May 28, 1998 by
and between the Corporation and ▇▇▇▇ ▇. ▇▇▇▇▇▇."
(b) From and after the date upon which a share of Restricted Stock vests,
the holder of record of such share shall be entitled (provided that Holder shall
have paid the Withholding Liability to the Company pursuant to Section 5 hereof)
to receive the stock certificate representing such share (together with any
cash, property and/or securities comprising all or any part of such Restricted
Stock as provided in Section 7 hereof), which stock certificate shall not
contain the legend set forth in subsection (a)(iii) above. No fractional shares
shall be issued under this Agreement. Any fractional shares to which Holder
would otherwise be entitled shall be repurchased by the Company for cash.
However, notwithstanding anything to the contrary above, if such certificate
also represents one or more shares of Restricted Stock which have not yet
vested, then the certificate shall be retired and two new certificates shall be
issued in its place -- one representing the vested shares and one representing
the still unvested shares of Restricted Stock. The certificate representing the
vested shares shall be delivered to the Holder as provided above, and the
certificate representing the still unvested shares of Restricted Stock shall be
retained by the escrow holder.
7. VOTING; DIVIDENDS; CERTAIN CORPORATE TRANSACTIONS.
(a) Subject to the provisions of the Plan and this Agreement, the Holder
shall have all of the powers, preferences, and rights of a holder of Common
Stock with respect to the shares of Common Stock comprising this Restricted
Stock grant. Holder agrees and understands that nothing contained in this
Agreement provides, or is intended to provide, any protection against potential
future dilution of Holder's stockholder interest in the Company for any reason,
except as stated in Section 6.3 of the Plan. Any stock dividends paid in
respect of shares of unvested Restricted Stock shall be treated as additional
Restricted Stock and shall be subject to the same restrictions and other terms
and conditions that apply to the shares of unvested Restricted Stock with
respect to which such stock dividends are paid.
(b) The holder of record of any Restricted Stock shall be entitled to
exercise all voting rights with respect to such stock and to receive all regular
cash dividends paid with respect thereto. In the event that the outstanding
securities of any class then comprising the shares of Restricted Stock are
increased, decreased or exchanged for or converted into cash, property and/or a
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different number or kind of securities, or cash, property and/or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, spin-off, spin-out, dividend (other than a
regular cash dividend) or other distribution, stock split, reverse stock split
or the like, then, unless the Committee shall determine otherwise, the term
"Restricted Stock" shall, from and after the date of such event, include such
cash, property and/or securities so distributed in respect of the Restricted
Stock, or into or for which the shares of Restricted Stock are so increased,
decreased, exchanged or converted.
8. PERMITTED TRANSFERS. Notwithstanding anything to the contrary in this
Agreement, Holder may transfer any or all of the shares of Restricted Stock
either (i) to an alternate payee pursuant to a qualified domestic relations
order (as defined in Title I of ERISA or the Internal Revenue Code), or (ii) by
bona fide gift to a Permitted Transferee (as defined in the Plan); PROVIDED,
HOWEVER, that (x) such transferred shares of unvested Restricted Stock shall
continue to be subject to all of the terms and conditions of this Agreement as
if Holder continued to hold such shares, and the transferee of such shares
shall, in a duly executed document delivered to the Company and reasonably
satisfactory in form and substance to the Committee, consent thereto and agree
to be bound by all of the terms and conditions of this Agreement as if such
transferee were Holder, and (y) such transferee shall deliver to the Secretary
of the Company a duly executed stock powers with respect to such transferred
shares of unvested Restricted Stock, which stock powers shall be held in escrow
by the Secretary pursuant to Section 6 hereof.
9. SECURITIES LAWS. Holder represents to the Company that, unless a
registration statement under the Securities Act of 1933 is in effect as to the
Restricted Stock purchased hereunder, the Restricted Stock is being acquired for
his or her private personal investment for his or her own account with no
intention of distributing such shares to others, and that Holder has no
contract, undertaking, agreement, or arrangement with any person to sell,
transfer or otherwise distribute to such persons or to have any such person
sell, transfer, or otherwise distribute for him or her any of the Restricted
Stock or any interest therein and Holder is presently not engaged, nor does he
or she plan to engage within the presently foreseeable future, in any discussion
with any person relative to such sale, transfer, or other distribution of any of
the Restricted Stock or any interest therein. Furthermore, the resale of the
shares of Common Stock issued pursuant to this Agreement shall be subject to,
and shall comply with, any applicable requirements of federal and state
securities laws, rules, and regulations (including, without limitation, the
provisions of the Securities Act of 1933, the Exchange Act and the respective
rules and regulations promulgated thereunder) and any other law, rule, or
regulation applicable thereto, as such laws, rules, and regulations may be
amended from time to time. The Company shall not be obligated to permit the
resale of any shares of Common Stock pursuant to this Agreement if such resale
would violate any such requirements.
10. PLAN. The Restricted Stock is being sold pursuant to the Plan, as in
effect on the Date of Award, and is subject to all the terms and conditions of
the Plan, as the same may be amended from time to time, all of which terms and
provisions are made a part of and incorporated in this Agreement as if they were
expressly set forth herein; PROVIDED, HOWEVER, that no such amendment shall
deprive Holder, without his or her consent, of the Restricted Stock or of any of
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Holder's rights under this Agreement. The interpretation and construction by
the Committee of the Plan, this Agreement and such rules and regulations as may
be adopted by the Committee for the purpose of administering the Plan shall be
final and binding upon Holder. Until the Restricted Stock shall vest or be
forfeited, the Company shall, upon written request therefor, send a copy of the
Plan, in its then current form, to the holder of record of the Restricted Stock.
Any capitalized term not defined in this Agreement shall have the same meaning
as is ascribed thereto under the Plan. Holder hereby acknowledges receipt of a
true copy of the Plan and that he or she has read the Plan carefully and fully
understands its contents. In the event of a conflict between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall control.
11. EMPLOYMENT OR OTHER STATUS RIGHTS. No provision of this Agreement
shall (a) confer upon Holder any right to continue as an employee, director, or
consultant of the Company or any of its Subsidiaries, (b) affect the right of
the Company and each of its Subsidiaries (or, in the case of a director, the
stockholders thereof) to terminate the employment or other status of Holder,
with or without cause, or (c) confer upon Holder any right to participate in any
employee benefit plan or other program of the Company or any of its Subsidiaries
other than the Plan. Holder hereby acknowledges and agrees that the Company and
each of its Subsidiaries may terminate the employment of Holder at any time and
for any reason, or for no reason, unless Holder and the Company or such
Subsidiary are parties to a written employment agreement that expressly provides
otherwise.
12. GOLDEN PARACHUTE GROSS-UP. If, in the written opinion of a Big 6
accounting firm engaged by either the Company or the Holder for this purpose (at
the Company's expense), or if so alleged by the Internal Revenue Service, the
aggregate of the granting of Awards, vesting of the Restricted Stock, and/or
payment of any other benefits hereunder (collectively, the "Benefits") would
cause the payment or provision of one or more of such Benefits to constitute an
"excess parachute payment" as defined in Section 280G(b) of the Internal Revenue
Code ("Code"), then the Company will pay to the Holder an additional amount in
cash (the "Gross-Up Payment") equal to the amount necessary to cause the net
amount retained by the Holder, after deduction of any (i) excise tax on the
Benefits, (ii) federal, state or local income tax on the Gross-Up Payment, and
(iii) excise tax on the Gross-Up Payment, to be equal to the aggregate
remuneration the Holder would have received hereunder, excluding such Gross-Up
Payment (net of all federal, state and local excise and income taxes), as if
Sections 280G and 4999 of the Code (and any successor provisions thereto) had
not been enacted into law. The Gross-Up Payment provided for in this paragraph
shall be made within ten (10) days after the vesting of Holder's Restricted
Stock or provision of other Benefit causing Code Section 280G to apply, provided
however that if the amount of the Gross-Up Payment cannot be finally determined
at the time, the Company shall pay to Holder an estimate as determined in good
faith by the Company of such payments (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can
be determined, but in no event later than the thirtieth (30th) day after the
date of said vesting or provision of other Benefits.
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13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, guardians, beneficiaries,
permitted transferees, successors, and assigns.
14. NOTICES. Any notice hereunder shall be in writing and shall be
delivered in person, or via facsimile transmission, overnight courier service,
or certified mail, return receipt requested, postage prepaid, properly addressed
to Holder or the Company, as the case may be, at the applicable address
specified below, or at such other address as Holder or the Company, as the case
may be, may designate to the other party from time to time in a notice that
satisfies the conditions of this paragraph.
Address for Holder: Address for Company:
World Color Press, Inc.
The Mill, ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
Attn: Chief Legal
Officer
15. GOVERNING LAW; ENTIRE AGREEMENT. This Agreement shall be governed by
and shall be construed in accordance with the laws of the State of Delaware,
without reference to the principles of conflict of laws thereof. This Agreement
contains the entire agreement between Holder and the Company with respect to the
subject matter contained herein, and supersedes all prior agreements or prior
understandings, whether oral or written, between such parties relating to such
subject matter.
16. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement in any jurisdiction shall not affect the validity, legality, or
enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality, or enforceability of any provision of this Agreement in any
other jurisdiction, it being intended that all rights and obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law.
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IN WITNESS WHEREOF, the Company and Holder have duly executed this
Agreement in one or more counterparts, each of which shall be deemed an
original, as of the Date of Award.
WORLD COLOR PRESS, INC.
By:
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Name:
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Title:
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Social Security Number:
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Address:
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