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Subscribers | 2002 |
Performance Unit Agreement
Performance Unit Agreement (13K)
Doc #171332: Click preview link for longer preview.
PERFORMANCE UNIT AGREEMENT
THIS AGREEMENT, entered into as of November 18, 2002 (the Agreement Date), by and between __________________ (the Participant) and Joy Global Inc. (the Company);
WITNESSETH THAT:
WHEREAS, the Company maintains the Joy Global Inc. 2001 Stock Incentive Plan (the Plan), which is incorporated into and forms a part of this Agreement. Terms used in this Agreement that are defined in the Plan and not otherwise defined in this Agreement have the meanings given them in the Plan. The Participant has been selected by the Committee to receive an award of Performance Units under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:
1. Terms of Award. The following terms used in this Agreement shall have the following meanings:
a. The Target Number of Performance Units is _________.
b. The Performance Units Earned shall be the number of Performance Units earned by the Participant determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement.
c. The Award Cycle is the period beginning on November 3, 2002 and ending on October 29, 2005.
2. Award. Subject to the terms of this Agreement and the Plan, the Participant is hereby granted the Target Number of Performance Units set forth in paragraph 1. The award shall be a Qualified Performance-Based Award.
3. Payment of Awards. The Company shall distribute to the Participant one share of Common Stock (or cash equal to the Fair Market Value of one share of Common Stock) for each Performance Unit Earned. Subject to paragraph 7, Performance Units Earned shall be paid solely in shares of Common Stock, solely in cash based on the Fair Market Value of the Common Stock, or in a combination of the two, as determined by the Committee in its sole discretion, except that cash shall be distributed in lieu of any fractional share of Common Stock.
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Joy Global
As referenced in this Performance Unit Agreement:
Joy Global – as of November 18, 2002 (the Agreement Date), by and between __________________ (the Participant) and Joy Global Inc. (the Company);
WITNESSETH THAT:
WHEREAS, the Company maintains the Joy Global Inc. 2001 Stock
Joy Global – the Participant) and Joy Global Inc. (the Company);
WITNESSETH THAT:
WHEREAS, the Company maintains the Joy Global Inc. 2001 Stock Incentive Plan (the Plan), which is incorporated into and forms a part
dt 28493
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Subscribers | 2003 |
Non-Employee Director Restricted Stock Unit Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement (7K)
Doc #177085: Click preview link for longer preview.
Non-Employee Director Restricted Stock Unit Award Agreement
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the Agreement), dated as of May 8, 2003, is between Joy Global Inc., a Delaware corporation (the Company) and _________ (the Grantee). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:
Subject to the provisions of this Agreement and the provisions of the Joy Global Inc. 2003 Stock Incentive Plan (the Plan), the Company hereby grants to the Grantee the number of restricted stock units shown above (the Restricted Stock Units) as of February 25, 2003 (the Grant Date). Each Restricted Stock Unit constitutes an other stock-based award under Section 8 of the Plan with respect to one share of Common Stock. Capitalized terms used and not defined in this Agreement have the meanings given to them in the Plan.
1. Vesting. Subject to the provisions of Section 5(a) of this Agreement, the Restricted Stock Units will become non-forfeitable on the one-year anniversary of the Grant Date.
2. Restriction Period. The Restriction Period is the time between the Grant Date and the one-year anniversary of the date on which the Grantees service on the Board terminates.
177085
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Joy Global
As referenced in this Non-Employee Director Restricted Stock Unit Award Agreement:
Joy Global – EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the Agreement), dated as of May 8, 2003, is between Joy Global Inc., a Delaware corporation (the Company) and _________ (the Grantee). In consideration of the mutual
Joy Global – agree as follows:
Subject to the provisions of this Agreement and the provisions of the Joy Global Inc. 2003 Stock Incentive Plan (the Plan), the Company hereby grants to the Grantee the
dt 28494
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Subscribers | 2003 |
401(k) Profit Sharing Plan [Amendment No. 1]
401(k) Profit Sharing Plan [Amendment No. 1] (19K)
Doc #214031: Click preview link for longer preview.
AMENDMENT NO. 1
TO THE
NCI 401(k) PROFIT SHARING PLAN
January 1, 2001 Restatement
THIS AMENDMENT NO. 1, executed this 7th day of March, 2002, and
effective the first day of January, 2002 unless specifically provided otherwise
in this Amendment No. 1, by NCI Building Systems, Inc., having its principal
office in Houston, Texas (hereinafter referred to as the "Company").
W I T N E S S E T H:
WHEREAS, the Company amended and restated the NCI 401(k) Profit Sharing
Plan (the "Plan") effective January 1, 2001 except for certain provisions for
which another effective date was subsequently provided elsewhere in the terms of
the Plan to (i) incorporate the prior amendments to the Plan, (ii) to modify
certain provisions for administration purposes and (iii) bring the Plan into
compliance with the Internal Revenue Code of 1986, as amended (the "Code") as
modified by the Small Business Job Protection Act of 1996, the General Agreement
on Tariffs and Trade under the Uruguay Round Agreements Act of 1994, the
Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and
Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000, as well as
all applicable rules, regulations and administrative pronouncements enacted,
promulgated or issued since the date the Plan was last restated;
WHEREAS, the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA") was signed into law on June 7, 2001, many provisions of which
commence to apply to the Plan effective January 1, 2002;
WHEREAS, the Company desires to adopt this Amendment No. 1 effective as
of January 1, 2002, unless specifically otherwise in this Amendment No. 1, to
(i) reflect certain provisions of EGTRRA, (ii) constitute good faith compliance
with the requirements of EGTRRA, (iii) increase the percentage limitation on
tax-deferred contributions for non-highly compensated employees, (iv) eliminate
certain restrictions on participants' rights to direct the investment of Company
stock held by the Plan and (v) add provisions regarding the adjustment of the
Company's quarterly Matching Contribution for the last calendar quarter of each
year to take into account participants' tax deferred contributions for the
entire calendar year; and
WHEREAS, this Amendment No. 1, with respect to the Addendum to the Plan
added under paragraph 1 below; (i) is to be construed in accordance with EGTRRA
and the guidance issued thereunder and (ii) shall supersede the provisions of
the Plan to the extent those provisions are inconsistent with the provisions of
this Amendment No. 1;
NOW, THEREFORE, in consideration of the premises and the covenants
herein contained, the Company hereby adopts the following Amendment No. 1 to the
Plan:
{PAGE}
1. The Plan is hereby amended by adding the attached Addendum to the Plan
relating to the provisions of EGTRRA, effective as set forth therein.
Addendum
to the
NCI 401(k) Profit Sharing Plan
This Addendum forms a part of Amendment No. 1 to the Plan and relates
to the provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001.
SECTION I (Plan Section 1.1). INCREASE IN COMPENSATION LIMIT
The Compensation of each Participant taken into account in determining
allocations for any Plan Year beginning after December 31, 2001, shall not
exceed $200,000, as adjusted for cost-of-living increases in accordance with
Section 401(a)(17)(B) of the Code. Compensation means Compensation during the
Plan Year or such other consecutive 12-month period over which Compensation is
otherwise determined under the Plan (the determination period). The
cost-of-living adjustment in effect for a calendar year applies to Compensation
for the determination period that begins with or within such calendar year.
SECTION II (Plan Article V). ROLLOVERS FROM OTHER PLANS
Effective January 1, 2002, the Plan will accept Participant Rollover
Contributions and/or direct rollovers of distributions made after December 31,
2001, as set forth below. The Plan will accept a direct rollover of an eligible
rollover distribution from (i) a qualified plan described in Section 401(a) or
403(a) of the Code, including after-tax employee contributions, (ii) an annuity
contract described in Section 403(b) of the Code, excluding after-tax employee
contributions, (iii) a traditional Individual Retirement Account ("IRA") as
described in section 408(d)(3) of the Code, excluding after-tax contributions,
and (iv) an eligible plan under Section 457(b) of the Code which is maintained
by a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state. The Plan will accept a
Participant contribution of an eligible rollover distribution from (i) a
qualified plan described in Section 401(a) or 403(a) of the Code, (ii) an
annuity contract described in Section 403(b) of the Code, (iii) a traditional
Individual Retirement Account ("IRA") as described in section 408(d)(3) of the
Code, excluding after-tax contributions, and (iv) an eligible plan under Section
457(b) of the Code which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state.
SECTION III (Plan Section 6.11). VESTING OF EMPLOYER MATCHING CONTRIBUTIONS
214031
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NCI Building
As referenced in this 401(k) Profit Sharing Plan [Amendment No. 1]:
NCI Building Systems, – first day of January, 2002 unless specifically provided otherwise
in this Amendment No. 1, by NCI Building Systems, Inc., having its principal
office in Houston, Texas (hereinafter referred to as the "Company").
NCI BUILDING SYSTEMS, – Amendment No. 1 to be executed as of the
day and year first above written.
NCI BUILDING SYSTEMS, INC.
By: /s/ Donnie R. Humphries
------------------------------------
Donnie R. Humphries, Secretary
-7-
{/TEXT}
{/DOCUMENT}
dt 36462
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Subscribers | 2004 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (7K)
Doc #241120: Click preview link for longer preview.
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (the "Shares"), to the Recipient named
below, subject to the restrictions contained herein. The terms and conditions of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan") . . .
241120
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Dominion Homes
As referenced in this Restricted Stock Award Agreement:
DOMINION HOMES – DOCUMENT}
{TYPE}EX-10.25
{SEQUENCE}3
{FILENAME}dex1025.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & DOUGLAS G. BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.25
DOMINION HOMES, INC.
DOMINION HOMES, – AGREEMENT BETWEEN DOMINION HOMES & DOUGLAS G. BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.25
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes,
Dominion Homes, – 25
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (
Dominion Homes, – of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan
DOMINION HOMES, – Borror
Company: /s/ Robert A. Meyer, Jr.
-------------------------------------------------
Robert A. Meyer, Jr., Senior Vice President
{PAGE}
DOMINION HOMES, INC.
2003 STOCK OPTIONS AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
The Plan
dt 67117
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Dominion Homes
As referenced in this Restricted Stock Award Agreement:
DOMINION HOMES – {DOCUMENT}
{TYPE}EX-10.25
{SEQUENCE}3
{FILENAME}dex1025.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & DOUGLAS G. BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.25
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED
_____________
DOMINION HOMES, – SEQUENCE}3
{FILENAME}dex1025.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & DOUGLAS G. BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.25
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
_____________
Dominion Homes, – BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.25
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (the "Shares"), to the Recipient named
below, subject
_____________
Dominion Homes, – the restrictions contained herein. The terms and conditions of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan prospectus. Copies of the Plan and the Plan
_____________
DOMINION HOMES, – enclosed.
Recipient: /s/ Douglas G. Borror
-------------------------------------------------
Douglas G. Borror
Company: /s/ Robert A. Meyer, Jr.
-------------------------------------------------
Robert A. Meyer, Jr., Senior Vice President
{PAGE}
DOMINION HOMES, INC.
2003 STOCK OPTIONS AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
The Plan and Other Agreements
The text of the Plan,
_____________
dt 90144
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Subscribers | 2004 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (7K)
Doc #241121: Click preview link for longer preview.
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (the "Shares"), to the Recipient named
below, subject to the restrictions contained herein. The terms and conditions of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan") . . .
241121
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Dominion Homes
As referenced in this Restricted Stock Award Agreement:
DOMINION HOMES – DOCUMENT}
{TYPE}EX-10.26
{SEQUENCE}4
{FILENAME}dex1026.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & DAVID S. BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.26
DOMINION HOMES, INC.
DOMINION HOMES, – AGREEMENT BETWEEN DOMINION HOMES & DAVID S. BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.26
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes,
Dominion Homes, – 26
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (
Dominion Homes, – of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan
DOMINION HOMES, – Borror
Company: /s/ Robert A. Meyer, Jr.
-------------------------------------------------
Robert A. Meyer, Jr., Senior Vice President
{PAGE}
DOMINION HOMES, INC.
2003 STOCK OPTIONS AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
The Plan
dt 67118
;
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Dominion Homes
As referenced in this Restricted Stock Award Agreement:
DOMINION HOMES – {DOCUMENT}
{TYPE}EX-10.26
{SEQUENCE}4
{FILENAME}dex1026.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & DAVID S. BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.26
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED
_____________
DOMINION HOMES, – SEQUENCE}4
{FILENAME}dex1026.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & DAVID S. BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.26
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
_____________
Dominion Homes, – BORROR (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.26
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (the "Shares"), to the Recipient named
below, subject
_____________
Dominion Homes, – the restrictions contained herein. The terms and conditions of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan prospectus. Copies of the Plan and the Plan
_____________
DOMINION HOMES, – enclosed.
Recipient: /s/ David S. Borror
-------------------------------------------------
David S. Borror
Company: /s/ Robert A. Meyer, Jr.
-------------------------------------------------
Robert A. Meyer, Jr., Senior Vice President
{PAGE}
DOMINION HOMES, INC.
2003 STOCK OPTIONS AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
The Plan and Other Agreements
The text of the Plan,
_____________
dt 90145
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Subscribers | 2004 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (7K)
Doc #241122: Click preview link for longer preview.
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (the "Shares"), to the Recipient named
below, subject to the restrictions contained herein. The terms and conditions of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan") . . .
241122
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Dominion Homes
As referenced in this Restricted Stock Award Agreement:
DOMINION HOMES – DOCUMENT}
{TYPE}EX-10.27
{SEQUENCE}5
{FILENAME}dex1027.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & JON M. DONNELL (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.27
DOMINION HOMES, INC.
DOMINION HOMES, – AGREEMENT BETWEEN DOMINION HOMES & JON M. DONNELL (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.27
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes,
Dominion Homes, – 27
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (
Dominion Homes, – of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan
DOMINION HOMES, – Donnell
Company: /s/ Robert A. Meyer, Jr.
-------------------------------------------------
Robert A. Meyer, Jr., Senior Vice President
{PAGE}
DOMINION HOMES, INC.
2003 STOCK OPTIONS AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
The Plan
dt 67119
;
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Dominion Homes
As referenced in this Restricted Stock Award Agreement:
DOMINION HOMES – {DOCUMENT}
{TYPE}EX-10.27
{SEQUENCE}5
{FILENAME}dex1027.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & JON M. DONNELL (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.27
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED
_____________
DOMINION HOMES, – SEQUENCE}5
{FILENAME}dex1027.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT BETWEEN DOMINION HOMES & JON M. DONNELL (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.27
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
_____________
Dominion Homes, – DONNELL (10/22/03)
{TEXT}
{PAGE}
EXHIBIT 10.27
DOMINION HOMES, INC.
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
its common shares, without par value (the "Shares"), to the Recipient named
below, subject
_____________
Dominion Homes, – the restrictions contained herein. The terms and conditions of
this grant are set forth in this cover sheet, in the attached Agreement, the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan prospectus. Copies of the Plan and the Plan
_____________
DOMINION HOMES, – enclosed.
Recipient: /s/ Jon M. Donnell
-------------------------------------------------
Jon M. Donnell
Company: /s/ Robert A. Meyer, Jr.
-------------------------------------------------
Robert A. Meyer, Jr., Senior Vice President
{PAGE}
DOMINION HOMES, INC.
2003 STOCK OPTIONS AND INCENTIVE EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
The Plan and Other Agreements
The text of the Plan,
_____________
dt 90146
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| Preview
Subscribers | 2004 |
Restricted Stock Agreement
Restricted Stock Agreement (40K)
Doc #241152: Click preview link for longer preview.
SPECIAL LONG-TERM GRANT
NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Grantee:
Kelly R. Ginn
Number of Awarded Shares:
54,526
Date of Award:
August 28, 2003
Expiration of Restriction Period
See Section 3
NCI Building Systems, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual whose name appears above (?Grantee?), pursuant to the . . .
241152
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NCI Building
As referenced in this Restricted Stock Agreement:
NCI BUILDING SYSTEMS, – EX-10.21 SPECIAL RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.21
SPECIAL LONG-TERM GRANT
NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Grantee:
Kelly R. Ginn
NCI Building Systems, – 54,526
Date of Award:
August 28, 2003
Expiration of Restriction Period
See Section 3
NCI Building Systems, Inc., a Delaware corporation (the Company), hereby grants to the individual whose name appears
NCI Building Systems, – grants to the individual whose name appears above (Grantee), pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the date hereof (
NCI BUILDING SYSTEMS, – time to time by notice to the other Party in accordance with this Section 17.
NCI BUILDING SYSTEMS, INC
By:
/s/ Robert J. Medlock
Robert J. Medlock, Executive Vice President
and Chief
NCI Building Systems, – SPECIAL LONG-TERM GRANT
EXHIBIT A
JOINT ESCROW INSTRUCTIONS
August 28, 2003
Chief Financial Officer
NCI Building Systems, Inc.
10943 North Sam Houston Parkway West
Houston, Texas 77064
Dear Sir or Madam:
dt 67216
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Subscribers | 2004 |
Performance Share Award Agreement
Performance Share Award Agreement (13K)
Doc #243423: Click preview link for longer preview.
Standard Pacific Corp.
Performance Share Award Agreement
This Performance Share Award Agreement (this �Agreement�) has been entered into as of this 29th day of January 2004 by and between Standard Pacific Corp. (the �Corporation�) and �Full_Name� (the �Executive�). All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the Standard Pacific Corp. 2000 Stock Incentive Plan (the �Plan�).
1. Award. On January 29, 2004, the Compensation Committee (the �Compensation Committee�) of the Corporation�s Board of Directors (the . . .
243423
|
Standard Pacific
As referenced in this Performance Share Award Agreement:
Standard Pacific –
Standard Pacific Corp. Performance Share Award Agreement
EX-4.5 6 dex45.htm STANDARD PACIFIC CORP.
STANDARD PACIFIC –
Standard Pacific Corp. Performance Share Award Agreement
EX-4.5 6 dex45.htm STANDARD PACIFIC CORP. PERFORMANCE SHARE AWARD AGREEMENT
EXHIBIT 4.5
Standard Pacific Corp.
Performance Share Award
Standard Pacific – 4.5 6 dex45.htm STANDARD PACIFIC CORP. PERFORMANCE SHARE AWARD AGREEMENT
EXHIBIT 4.5
Standard Pacific Corp.
Performance Share Award Agreement
This Performance Share Award Agreement (this Agreement) has been
Standard Pacific – has been entered into as of this 29th day of January 2004 by and between Standard Pacific Corp. (the Corporation) and Full_Name (the Executive). All capitalized terms in this Agreement shall
Standard Pacific – this Agreement shall have the meaning assigned to them in this Agreement or in the Standard Pacific Corp. 2000 Stock Incentive Plan (the Plan).
1. Award. On January 29, 2004, the
dt 68892
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| Subscribers | 2004 |
Restricted Stock Agreement
Restricted Stock Agreement (13K)
Doc #252264: This document is immediately available for purchase, but does not have a preview available for viewing.
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of the 25th day of November 2003,
between DYCOM INDUSTRIES, INC., a Florida corporation (the "COMPANY"), and
STEVEN NIELSEN (the "PARTICIPANT").
WHEREAS, the Participant is the President and Chief Executive
Officer of the Company and, pursuant to the 2003 Amended and Restated Employment
Agreement between the Company and the Participant, as may be amended from time
to time (the "EMPLOYMENT AGREEMENT"), the Company grants to the Participant
5,000 restricted shares ("RESTRICTED STOCK") of common stock, par value $.0331/3
per share, of the Company (the "COMMON STOCK") under the Company's 2003
Long-Term Incentive Plan (the "PLAN"), subject to the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto agree as follows:
1. DEFINITIONS; INCORPORATION OF PLAN TERMS.
Capitalized terms used herein without definition shall have
the meanings assigned to them in the Plan, a copy of which is attached hereto.
This Award Agreement and the Restricted Stock shall be subject to the Plan, the
terms of which are incorporated herein by reference, and in the event of any
conflict or inconsistency between the Plan and this Award Agreement, the Plan
shall govern. The date of grant with respect to the Restricted Stock shall be
November 25, 2003 (the "GRANT DATE").
2. GRANT OF RESTRICTED STOCK.
Subject to the terms and conditions contained herein and in
the Plan, the Company hereby grants 5,000 shares of Restricted Stock to the
Participant as of the Grant Date.
3. VESTING OF RESTRICTED STOCK.
Unless previously vested or forfeited in accordance with the
terms of the Plan or this Award Agreement, the Restricted Stock shall vest and
become non-forfeitable in four equal annual installments commencing on December
31, 2004; PROVIDED that the Participant remains in the employ of the Company
through such dates.
Except to the extent otherwise provided by the Plan or this
Award Agreement, in the event the Participant's employment is terminated on or
before December 31, 2004, (i) because of death, (ii) by reason of disability (as
defined in paragraph 5(b) of the Employment Agreement), (iii) by the Company for
252264
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Dycom Industries
As referenced in this Restricted Stock Agreement:
DYCOM INDUSTRIES, – STOCK AGREEMENT - NIELSEN
{TEXT}
{PAGE}
Exhibit 10.5
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of the 25th day of November 2003,
between DYCOM INDUSTRIES, INC., a Florida corporation (the "COMPANY"), and
STEVEN NIELSEN (the "PARTICIPANT").
WHEREAS, the Participant is the President and Chief Executive
Officer of
_____________
DYCOM INDUSTRIES, – by its duly authorized officer and the Participant has
executed this Award Agreement, both as of the day and year first above written.
DYCOM INDUSTRIES, INC.
By: /s/ Michael K. Miller
------------------------------------
Name: Michael K. Miller
Title: General Counsel and Secretary
/s/ Steven Nielsen
------------------------------------
Steven Nielsen
6
{/TEXT}
{/
_____________
dt 95795
;
| Steven Nielsen
|
| Subscribers | 2004 |
Restricted Stock Agreement
Restricted Stock Agreement (13K)
Doc #252265: This document is immediately available for purchase, but does not have a preview available for viewing.
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of the 2nd day of January 2004,
between DYCOM INDUSTRIES, INC., a Florida corporation (the "COMPANY"), and
STEVEN NIELSEN (the "PARTICIPANT").
WHEREAS, the Participant is the President and Chief Executive
Officer of the Company and, pursuant to the 2003 Amended and Restated Employment
Agreement between the Company and the Participant, as may be amended from time
to time (the "EMPLOYMENT AGREEMENT"), the Company grants to the Participant
100,000 restricted shares ("RESTRICTED STOCK") of common stock, par value
$.0331/3 per share, of the Company (the "COMMON STOCK") under the Company's 2003
Long-Term Incentive Plan (the "PLAN"), subject to the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto agree as follows:
1. DEFINITIONS; INCORPORATION OF PLAN TERMS.
Capitalized terms used herein without definition shall have
the meanings assigned to them in the Plan, a copy of which is attached hereto.
This Award Agreement and the Restricted Stock shall be subject to the Plan, the
terms of which are incorporated herein by reference, and in the event of any
conflict or inconsistency between the Plan and this Award Agreement, the Plan
shall govern. The date of grant with respect to the Restricted Stock shall be
January 2nd, 2004 (the "GRANT DATE").
2. GRANT OF RESTRICTED STOCK.
Subject to the terms and conditions contained herein and in
the Plan, the Company hereby grants 100,000 shares of Restricted Stock to the
Participant as of the Grant Date.
3. VESTING OF RESTRICTED STOCK.
Unless previously vested or forfeited in accordance with the
terms of the Plan or this Award Agreement, the Restricted Stock shall vest and
become non-forfeitable over a period of four years: twenty-five percent of the
Restricted Stock will vest on December 31, 2004 and an additional twenty-five
percent will vest on each of December 31, 2005, December 31, 2006 and December
31, 2007; PROVIDED that the Participant remains in the employ of the Company
through such dates.
Except to the extent otherwise provided by the Plan or this
Award Agreement, in the event the Participant's employment is terminated on or
before December 31, 2004, (i) because of death, (ii) by reason of disability (as
defined in paragraph 5(b) of the Employment Agreement), (iii) by the Company for
any reason other than for Cause (as defined in paragraph 5(a) of the Employment
Agreement) or (iv) by the Participant for Good Reason (as defined in paragraph
252265
|
Dycom Industries
As referenced in this Restricted Stock Agreement:
DYCOM INDUSTRIES, – STOCK AGREEMENT - NIELSEN
{TEXT}
{PAGE}
Exhibit 10.6
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of the 2nd day of January 2004,
between DYCOM INDUSTRIES, INC., a Florida corporation (the "COMPANY"), and
STEVEN NIELSEN (the "PARTICIPANT").
WHEREAS, the Participant is the President and Chief Executive
Officer of
_____________
Dycom Industries, – Participant: at the last known address on record at
the Company.
If to the Company: Michael K. Miller, Esquire
General Counsel and Secretary
Dycom Industries, Inc.
4440 PGA Boulevard, Suite 500
Palm Beach Gardens, Florida 33410-6542
or to such other address or facsimile number as any
_____________
DYCOM INDUSTRIES, – by its duly authorized officer and the Participant has executed this
Award Agreement, both as of the day and year first above written.
DYCOM INDUSTRIES, INC.
By: /s/ Michael K. Miller
------------------------------
Name: Michael K. Miller
Title: General Counsel and Secretary
/s/ Steven Nielsen
-----------------------------------
Steven Nielsen
5
{/TEXT}
{/
_____________
dt 95796
;
| Steven Nielsen
|
| Preview
Subscribers | 2001 |
Salary Continuation and Retirement Benefit Agreement [Amended and Restated No. 2]
Salary Continuation and Retirement Benefit Agreement [Amended and Restated No. 2] (19K)
Doc #252461: Click preview link for longer preview.
SECOND AMENDED AND RESTATED
SALARY CONTINUATION AND RETIREMENT BENEFIT AGREEMENT
THIS AGREEMENT is amended and restated as of the 30th day of June, 2000
(the "Effective Date"), by and between DEVCON INTERNATIONAL CORP., a Florida
corporation (the "Company"), and DONALD L. SMITH, JR., an individual residing in
Palm Beach County, Florida (the "Employee").
RECITATIONS
WHEREAS the Company and the Employee entered into a Stock Retirement
and Salary Continuation Agreement dated June 1974 (the "Retirement Agreement");
and
WHEREAS the Company and the Employee amended and restated the
Retirement Agreement pursuant to a Life Insurance and Salary Continuation
Agreement by and between the Company and the Employee dated March 29, 1989 (the
"Life Insurance and Salary Continuation Agreement"); and
WHEREAS the Company and the Employee wish to recognize the
contributions by the Employee to the Company and to provide an additional
incentive to retain the Employee, upon whose services, effort, and judgment the
success of the Company is in part dependent; and
WHEREAS the Company and the Employee therefore wish to amend and
restate the Life Insurance and Salary Continuation Agreement as the Salary
Continuation and Retirement Benefit Agreement so as to provide the Employee with
a Retirement Benefit, and to provide the Surviving Spouse of the Employee with a
Survivor Benefit in accordance with the terms set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and of other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby amend and restate the Life Insurance and Salary
Continuation Agreement as the Salary Continuation and Retirement Benefit
Agreement (the "Agreement"), and agree as follows:
Section 1. Salary Continuation Death Benefit. If the Employee shall
cease to be employed by the Company as a result of his Disability (as defined
below) or death, the Company shall pay monthly payments (as calculated below) as
provided herein for a period of sixty (60)
{PAGE}
consecutive months, commencing on the first day of the calendar month coinciding
with or immediately following the date the Employee's employment is terminated
by reason of his Disability or death. For purposes of this Agreement, Disability
shall be defined to mean the Employee's permanent mental or physical disability
as determined by a licensed medical physician satisfactory to the Company. The
amount of each monthly payment shall be equal to the sum of (i) the Employee's
monthly salary for the last full month immediately preceding the month the
Employee's employment is terminated, and (ii) one-twelfth of the Employee's
annual bonus in the calendar year immediately preceding such termination. The
monthly payments shall be paid to the Employee, or if the Employee should die
before all of the payments required under this provision have been made, to the
beneficiary or beneficiaries designated by the Employee by written notice to the
Company, or if no beneficiary has been designated or then shall be living, to
the Employee's estate.
Section 2. Retirement Benefits.
(a) If the Employee's employment with the Company terminates on or
after the earlier of (i) March 31, 2003, or (ii) the date on which a Change in
Control of the Company occurs, and such termination is for any reason other than
the death or Disability (as defined in Section 1 hereof) of the Employee, then
the Company shall pay the Employee a monthly retirement benefit (the "Retirement
Benefit") equal to seventy-five percent (75%) of the Employee's highest monthly
base salary during the twenty-four-month period immediately preceding the date
on which the Employee's employment terminates (the "Retirement Date"). Payment
of the Retirement Benefit shall commence on the first day of the calendar month
coinciding with or immediately following the Employee's Retirement Date and
shall continue with the final payment being due on the first day of the calendar
month coinciding with or immediately preceding the date of the Employee's death.
252461
|
Devcon
As referenced in this Salary Continuation and Retirement Benefit Agreement [Amended and Restated No. 2]:
DEVCON INTERNATIONAL – RETIREMENT BENEFIT AGREEMENT
THIS AGREEMENT is amended and restated as of the 30th day of June, 2000
(the "Effective Date"), by and between DEVCON INTERNATIONAL CORP., a Florida
corporation (the "Company"), and DONALD L. SMITH, JR., an individual residing in
Palm Beach County, Florida (the "Employee").
RECITATIONS
WHEREAS
_____________
Devcon International – follows (or at such other address as any of the parties may
hereafter specify in writing from time to time):
To the Company: Devcon International Corp.
1350 E. Newport Center Drive
Suite 201
Deerfield Beach, Florida 33443
Attention: Chief Financial Officer
To the Employee: Donald L. Smith, Jr.
_____________
DEVCON INTERNATIONAL – signature page follows.]
6
{PAGE}
IN WITNESS WHEREOF, each of the undersigned has executed as of the day
first written above.
THE COMPANY:
DEVCON INTERNATIONAL CORP.
By: /S/ RICHARD L. HORNSBY
-----------------------------
Richard Hornsby,
Executive Vice President
THE EMPLOYEE:
By: /S/ DONALD L. SMITH, JR.
-----------------------------
Donald L. Smith, Jr.
_____________
dt 95730
| |
| Preview
Subscribers | 2002 |
Stock Appreciation Rights Award Agreement
Stock Appreciation Rights Award Agreement (14K)
Doc #252573: Click preview link for longer preview.
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
UNDER THE CORRPRO COMPANIES, INC.
2001 NON-EMPLOYEE DIRECTORS'
STOCK APPRECIATION RIGHTS PLAN
(THE "PLAN")
as of May 17, 2001
The provisions of this Agreement govern the award of Stock Appreciation
Rights ("SARs") granted as of May 17, 2001 to [DIRECTOR'S NAME] ("Director"),
under the Plan. Terms not defined in this agreement shall have the meanings as
defined in the Plan.
SECTION 1 - SARS GRANTED. The Company hereby grants to Director 10,000 SARs.
SECTION 2 - TERM. The SARs granted by this Agreement shall terminate on May 17,
2006. SARs may terminate earlier as otherwise provided in this Agreement or in
the Plan.
SECTION 3 - EXERCISEABILITY. Subject to the provisions of Sections 7 and 10
below, the SARs shall automatically be exercised on May 17, 2006 and may not be
exercised before then.
SECTION 4 - EXERCISE PRICE. The SAR Exercise Price shall be $2.10 per SAR.
SECTION 5 - PAYMENT ON EXERCISE. Upon exercise of an SAR, subject to the
provisions of the Plan, the Company will pay Director in cash an amount (the
"Spread") equal to (i) the excess of the Fair Market Value Price over the SAR
Exercise Price multiplied by the (ii) number of shares represented by the SAR or
portion thereof being exercised.
SECTION 6 - TAXES. Upon exercise, the Company shall have the right to withhold
from the payments made upon exercise of the SARs, the amount of any applicable
withholding taxes.
SECTION 7 - CERTAIN EVENTS. (a) Termination of Directorship. Unless otherwise
determined by the Board, upon the death, disability, resignation, removal, or
other discontinuance of service of Director as a director before May 17, 2006,
the Board, at its sole discretion, may deem Director's SARs to be exercised.
Upon such determination, the Spread shall be paid in a lump sum within twenty
business days of such determination.
SECTION 8 - NON-TRANSFERABILITY. The SARs granted hereunder shall not be
transferable other than: (a) by will or the laws of descent and distribution, or
(b) pursuant to a qualified domestic relations order, as defined in the Internal
Revenue Code or Employee Retirement Income Security Act or the rules thereunder,
or (c) to Permitted Transferees.
252573
|
Corrpro
As referenced in this Stock Appreciation Rights Award Agreement:
CORRPRO – 3
{FILENAME}l95387aexv4w9.txt
{DESCRIPTION}EXHIBIT 4.9
{TEXT}
{PAGE}
Exhibit 4.9
[DIRECTOR'S NAME]
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
UNDER THE CORRPRO COMPANIES, INC.
2001 NON-EMPLOYEE DIRECTORS'
STOCK APPRECIATION RIGHTS PLAN
(THE "PLAN")
as of May 17, 2001
The provisions of this Agreement govern
_____________
Corrpro – Plan and, for purposes of
interpretation, the provisions of the Plan shall be considered to supercede
inconsistent provisions of this Agreement.
______________________________
Director
Corrpro Companies Inc.
______________________________
By: __________________________
{PAGE}
CORRPRO COMPANIES INC.
2001 NON-EMPLOYEE DIRECTORS'
STOCK APPRECIATION RIGHTS PLAN
1. PURPOSE. The purpose of the
_____________
CORRPRO – provisions of the Plan shall be considered to supercede
inconsistent provisions of this Agreement.
______________________________
Director
Corrpro Companies Inc.
______________________________
By: __________________________
{PAGE}
CORRPRO COMPANIES INC.
2001 NON-EMPLOYEE DIRECTORS'
STOCK APPRECIATION RIGHTS PLAN
1. PURPOSE. The purpose of the Corrpro Companies, Inc. 2001
Non-Employee Directors'
_____________
Corrpro – Companies Inc.
______________________________
By: __________________________
{PAGE}
CORRPRO COMPANIES INC.
2001 NON-EMPLOYEE DIRECTORS'
STOCK APPRECIATION RIGHTS PLAN
1. PURPOSE. The purpose of the Corrpro Companies, Inc. 2001
Non-Employee Directors' Stock Appreciation Rights Plan (the "Plan") is to
aid Corrpro Companies, Inc. (the "Company") in aligning more
_____________
Corrpro – PLAN
1. PURPOSE. The purpose of the Corrpro Companies, Inc. 2001
Non-Employee Directors' Stock Appreciation Rights Plan (the "Plan") is to
aid Corrpro Companies, Inc. (the "Company") in aligning more closely the
compensation of the Company's eligible directors with the performance of
the Company and
_____________
dt 95676
| |
| Preview
Subscribers | 2002 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (10K)
Doc #252658: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.5
{SEQUENCE}7
{FILENAME}h00833exv10w5.txt
{DESCRIPTION}RESTRICTED STOCK AWARD AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.5
Norman Chambers
COMFORT SYSTEMS USA, INC.
2000 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement
Comfort Systems USA, Inc.
777 Post Oak Blvd, 5th Floor
Houston, TX 77056
Ladies and Gentlemen:
The undersigned (i) acknowledges that he has received an award (the
"Award") of restricted stock from Comfort Systems USA, Inc., a Delaware
corporation (the "Company") under the 2000 Equity Incentive Plan (the "Plan"),
subject to the terms set forth below and in the Plan; (ii) further acknowledges
receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees
with the Company as follows:
1. Effective Date. This Agreement shall take effect as of November 1,
2002, which is the date of grant of the Award.
2. Shares Subject to Award. The Award consists of 75,000 shares (the
"Shares") of common stock of the Company ("Stock"). The undersigned's
rights to the Shares are subject to the restrictions described in this
Agreement and the Plan (which is incorporated herein by reference with
the same effect as if set forth herein in full) in addition to such
other restrictions, if any, as may be imposed by law.
3. Meaning of Certain Terms. Except as otherwise expressly provided, all
terms used herein shall have the same meaning as in the Plan. The term
"vest" as used herein with respect to any Share means the lapsing of
the restrictions described herein and in the Plan with respect to such
Share.
4. Nontransferability of Shares. The Shares acquired by the undersigned
pursuant to this Agreement shall not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of except as provided
below and in the Plan.
5. Forfeiture Risk. Except as provided in Section 7(b) of this Agreement,
if the undersigned ceases to be employed by the Company and its
subsidiaries for any reason, including death, any then unvested Shares
acquired by the undersigned hereunder shall be immediately forfeited.
The undersigned hereby (i) appoints the Company as the attorney-in-fact
of the undersigned to take such actions as may be necessary or
appropriate to effectuate a transfer of the record ownership of any
such shares that are unvested and forfeited hereunder, (ii) agrees to
deliver to the Company, as a precondition to the issuance of any
certificate or certificates with respect to unvested Shares hereunder,
one or more stock powers, endorsed in blank,
{PAGE}
with respect to such Shares, and (iii) agrees to sign such other powers
and take such other actions as the Company may reasonably request to
accomplish the transfer or forfeiture of any unvested Shares that are
forfeited hereunder.
6. Retention of Certificates. Any certificates representing unvested
Shares shall be held by the Company. The undersigned agrees that the
Company may give stop transfer instructions to the depository to ensure
compliance with the provisions hereof.
252658
|
Comfort Systems
As referenced in this Restricted Stock Award Agreement:
COMFORT SYSTEMS USA, – {DOCUMENT}
{TYPE}EX-10.5
{SEQUENCE}7
{FILENAME}h00833exv10w5.txt
{DESCRIPTION}RESTRICTED STOCK AWARD AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.5
Norman Chambers
COMFORT SYSTEMS USA, INC.
2000 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement
Comfort Systems USA, Inc.
777 Post Oak Blvd, 5th Floor
Houston, TX 77056
_____________
Comfort Systems USA, – RESTRICTED STOCK AWARD AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.5
Norman Chambers
COMFORT SYSTEMS USA, INC.
2000 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement
Comfort Systems USA, Inc.
777 Post Oak Blvd, 5th Floor
Houston, TX 77056
Ladies and Gentlemen:
The undersigned (i) acknowledges that he has received an
_____________
Comfort Systems USA, – Floor
Houston, TX 77056
Ladies and Gentlemen:
The undersigned (i) acknowledges that he has received an award (the
"Award") of restricted stock from Comfort Systems USA, Inc., a Delaware
corporation (the "Company") under the 2000 Equity Incentive Plan (the "Plan"),
subject to the terms set forth below and
_____________
COMFORT SYSTEMS USA, – INCLUDING FORFEITURE) OF THE COMPANY'S 2000 EQUITY
INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED
INTO BETWEEN THE REGISTERED OWNER AND COMFORT SYSTEMS USA,
INC. COPIES OF SUCH PLAN AND
-2-
{PAGE}
AGREEMENT ARE ON FILE IN THE OFFICES OF COMFORT SYSTEMS USA,
INC.
As soon
_____________
COMFORT SYSTEMS USA, – THE REGISTERED OWNER AND COMFORT SYSTEMS USA,
INC. COPIES OF SUCH PLAN AND
-2-
{PAGE}
AGREEMENT ARE ON FILE IN THE OFFICES OF COMFORT SYSTEMS USA,
INC.
As soon as practicable following the vesting of any such Shares the
Company shall cause a certificate or certificates covering such
_____________
dt 95544
;
| Norman Chambers
|
| Subscribers | 2002 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (12K)
Doc #252670: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}4
{FILENAME}h96776qex10-2.txt
{DESCRIPTION}FORM OF RESTRICTED STOCK AWARED - WILLIAM F. MURDY
{TEXT}
{PAGE}
EXHIBIT 10.2
William F. Murdy
COMFORT SYSTEMS USA, INC.
2000 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement
Comfort Systems USA, Inc.
777 Post Oak Blvd, 5th Floor
Houston, TX 77056
Ladies and Gentlemen:
The undersigned (i) acknowledges that he has received an award (the
"Award") of restricted stock from Comfort Systems USA, Inc., a Delaware
corporation (the "Company") under the 2000 Equity Incentive Plan (the "Plan"),
subject to the terms set forth below and in the Plan; (ii) further acknowledges
receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees
with the Company as follows:
1. Effective Date. This Agreement shall take effect as of March
22, 2002, which is the date of grant of the Award.
2. Shares Subject to Award. The Award consists of 200,000 shares
(the "Shares") of common stock of the Company ("Stock"). The
undersigned's rights to the Shares are subject to the
restrictions described in this Agreement and the Plan (which
is incorporated herein by reference with the same effect as if
set forth herein in full) in addition to such other
restrictions, if any, as may be imposed by law.
3. Meaning of Certain Terms. Except as otherwise expressly
provided, all terms used herein shall have the same meaning as
in the Plan. The term "vest" as used herein with respect to
any Share means the lapsing of the restrictions described
herein and in the Plan with respect to such Share.
4. Nontransferability of Shares. The Shares acquired by the
undersigned pursuant to this Agreement shall not be sold,
transferred, pledged, assigned or otherwise encumbered or
disposed of except as provided below and in the Plan.
5. Forfeiture Risk. Except as provided in Section 7(b) of this
Agreement, if the undersigned ceases to be employed by the
Company and its subsidiaries for any reason, including death,
any then outstanding and unvested Shares acquired by the
undersigned hereunder shall be immediately forfeited. The
undersigned hereby (i) appoints the Company as the
attorney-in-fact of the undersigned to take such actions as
may be necessary or appropriate to effectuate a transfer of
the record ownership of any such shares that are unvested and
forfeited hereunder, (ii) agrees to deliver to the Company, as
a precondition to the issuance of any certificate or
certificates with respect to unvested Shares hereunder, one or
more stock powers, endorsed in blank,
{PAGE}
with respect to such Shares, and (iii) agrees to sign such
other powers and take such other actions as the Company may
reasonably request to accomplish the transfer or forfeiture of
any unvested Shares that are forfeited hereunder.
6. Retention of Certificates. Any certificates representing
unvested Shares shall be held by the Company. The undersigned
agrees that the Company may give stop transfer instructions to
the depository to ensure compliance with the provisions
252670
|
Comfort Systems
As referenced in this Restricted Stock Award Agreement:
COMFORT SYSTEMS USA, – SEQUENCE}4
{FILENAME}h96776qex10-2.txt
{DESCRIPTION}FORM OF RESTRICTED STOCK AWARED - WILLIAM F. MURDY
{TEXT}
{PAGE}
EXHIBIT 10.2
William F. Murdy
COMFORT SYSTEMS USA, INC.
2000 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement
Comfort Systems USA, Inc.
777 Post Oak Blvd, 5th Floor
Houston, TX 77056
_____________
Comfort Systems USA, – WILLIAM F. MURDY
{TEXT}
{PAGE}
EXHIBIT 10.2
William F. Murdy
COMFORT SYSTEMS USA, INC.
2000 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement
Comfort Systems USA, Inc.
777 Post Oak Blvd, 5th Floor
Houston, TX 77056
Ladies and Gentlemen:
The undersigned (i) acknowledges that he has received an
_____________
Comfort Systems USA, – Floor
Houston, TX 77056
Ladies and Gentlemen:
The undersigned (i) acknowledges that he has received an award (the
"Award") of restricted stock from Comfort Systems USA, Inc., a Delaware
corporation (the "Company") under the 2000 Equity Incentive Plan (the "Plan"),
subject to the terms set forth below and
_____________
COMFORT SYSTEMS USA, – INCLUDING FORFEITURE) OF THE
COMPANY'S 2000 EQUITY INCENTIVE PLAN AND A RESTRICTED
STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND COMFORT SYSTEMS USA, INC. COPIES
OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES
OF COMFORT SYSTEMS USA, INC.
-2-
{PAGE}
As soon
_____________
COMFORT SYSTEMS USA, – INTO BETWEEN THE
REGISTERED OWNER AND COMFORT SYSTEMS USA, INC. COPIES
OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES
OF COMFORT SYSTEMS USA, INC.
-2-
{PAGE}
As soon as practicable following the vesting of any such
Shares the Company shall cause a certificate or certificates
_____________
dt 95556
;
| William F. Murdy
|
| Preview
Subscribers | 2004 |
Supplemental Executive Retirement Agreement [Amended and Restated]
Supplemental Executive Retirement Agreement [Amended and Restated] (56K)
Doc #276370: Click preview link for longer preview.
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
This SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the "Agreement") is
entered into this 5th day of September, 2003 (the "Effective Date") between
MARTIN M. KOFFEL ("Executive") and URS CORPORATION, a Delaware corporation (the
"Company"). This Agreement is intended to provide Executive with a supplemental
retirement benefit in addition to the benefit that Executive will be eligible to
receive following the termination of his employment with the Company under the
URS Corporation 401(k) Retirement Plan. This Agreement is not intended to meet
the qualification requirements under Section 401 of the Code. Certain
capitalized terms used in this Agreement are defined in Article 8.
The Company and Executive hereby agree as follows:
ARTICLE 1
SCOPE OF AND CONSIDERATION FOR THIS AGREEMENT
1.1 Executive is currently employed by the Company.
1.2 The Company and Executive entered into a Supplemental
Executive Retirement Agreement effective as of July 13, 1999 (the "Prior SERP"),
which sets forth the supplemental retirement benefit that Executive or his
Beneficiary will be eligible to receive following his termination of employment
with the Company.
1.3 The duties and obligations of the Company to Executive under
this Agreement shall be in consideration for Executive's past services to the
Company and Executive's continued employment with the Company.
1.4 This Agreement shall amend, restate and supersede the Prior
SERP and any other agreement with the Company relating to supplemental executive
retirement benefits to be received by Executive upon his termination of
employment with the Company. This Agreement is not intended to amend, restate or
supersede any other agreement into which Executive and the Company have entered
including, but not limited to, employment agreements, stock option agreements
and deferred compensation agreements.
ARTICLE 2
AMOUNT OF BENEFIT
Executive shall be eligible to receive a benefit under this Agreement
following his termination of employment with the Company (the "Benefit"). The
Benefit shall be an annual amount, payable for the life of the Executive with a
guarantee of payments for at least ten (10) years, equal to (a) a percentage of
Executive's Final Average Compensation, which percentage
1
{PAGE}
shall be determined based on Executive's age at his termination of employment as
set forth in the following table (with interpolation of percentages for ages
between those whole years specified based on the number of complete weeks beyond
a specified whole year divided by 52), reduced by (b) the annual Social Security
benefit to which Executive is entitled at the time of earliest eligibility:
{TABLE}
{CAPTION}
EXECUTIVE'S AGE AT TERMINATION OF EMPLOYMENT APPLICABLE PERCENTAGE
{S} {C}
67 or older 60%
66 55%
65 or younger 50%
{/TABLE}
If Executive's employment with the Company is terminated (a) by the Company for
any reason within thirteen (13) months following a Change in Control, (b) by
Executive for any reason within two (2) years following a Change in Control or
(c) by the Company for any reason following the occurrence of a Potential Change
in Control and within six (6) months prior to the occurrence of a Change in
Control, Executive's Benefit shall be calculated as if Executive's age at
termination of employment were sixty-seven (67). If Executive terminates
employment with the Company after attaining age sixty-seven (67), the Benefit
shall be the greater of (a) the Benefit computed as of the date of Executive's
termination of employment with the Company or (b) the Actuarial Equivalent (to
reflect later commencement) of the Benefit computed as if it commenced as of the
first day of the month coinciding with or next following the date of Executive's
sixty-seventh (67th) birthday.
ARTICLE 3
TIMING OF BENEFIT PAYMENT
Payment of the Benefit shall commence on the first day of the month
following the month in which the Executive's termination of employment with the
Company occurs; provided, however, that Executive may, upon executing this
Agreement or thereafter, by notice to the Company, elect such later date upon
which Executive's Benefit payments shall commence following termination of his
employment. Such election of a Benefit payment commencement date shall be
irrevocable; provided, however, that Executive may change his election of a
Benefit payment commencement date if the election to change the Benefit payment
commencement date is made at least one (1) year prior to the date that Benefit
payments actually commence to Executive. If Executive elects a change in the
commencement date of Benefit payments and such election is made less than one
(1) year prior to the date that Benefit payments actually commence to Executive,
then such election change shall not be effective until one (1) year from the
date the election change is made, and Benefit payments scheduled to be made
during such one (1) year period shall be paid on schedule. If Executive does not
elect a Benefit commencement date prior to his termination of employment with
the Company, he shall be deemed to have elected to begin receiving Benefit
payments on the first day of the month following the month in which his
employment with the Company terminates.
2
{PAGE}
ARTICLE 4
FORM OF BENEFIT PAYMENT
4.1 Executive shall, upon executing this Agreement or thereafter,
elect the form in which his Benefit shall be distributed. Such election of a
distribution form shall be irrevocable; provided, however, that Executive may
change his election of a distribution form if such election is made no later
than one (1) year prior to the date that Benefit payments actually commence to
Executive. If Executive elects a change in the distribution form of his Benefit
and such election is made less than one (1) year prior to the date that Benefit
payments actually commence to Executive, then such election change shall be
ineffective, and the Benefit shall be distributed according to Executive's
immediately prior election. If Executive does not elect a distribution form
prior to becoming eligible to receive a Benefit under this Agreement, he shall
be deemed to have elected the lump sum Benefit pursua |