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Document Preview Restricted Stock Agreement |
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Title: |
Restricted Stock Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 5KB of 19KB total |
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Price: |
$38 |
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ID: |
#1579481 |
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THE McCLATCHY COMPANY
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, entered into as of ____________ ("the Grant Date"), and between THE McCLATCHY COMPANY, a Delaware corporation (the "Company") and _________ (the "Grantee"),
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has established THE McCLATCHY COMPANY 2004 STOCK INCENTIVE PLAN in order to provide selected employees of the Company and its Subsidiaries with an opportunity to acquire shares of the Company's Class A Common Stock (the "Stock"); and
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the Restricted Stock described in this Agreement to the Grantee as an inducement to enter into or remain in the service of the Company and as an incentive for extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:
SECTION 1. GRANT OF RESTRICTED STOCK.
(a) Grant. The Company hereby grants to the Grantee an award of _____ shares of Stock in the form of Restricted Stock, subject to the terms and conditions stated below.
(b) Stock Incentive Plan. The Restricted Stock is granted pursuant to the Plan, a copy of which the Grantee acknowledges having received and read. The provisions of the Plan are incorporated into this Agreement by reference and all capitalized terms used herein and not otherwise defined are used with the defined meaning set forth in the Plan.
SECTION 2. NO TRANSFER OR ASSIGNMENT OF GRANT OF RESTRICTED STOCK.
To the extent not yet vested, the Restricted Stock granted hereunder and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Restricted Stock, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, the Restricted Stock and the rights and privileges conferred hereby shall immediately become null and void.
SECTION 3. VESTING AND FORFEITURE.
(a) Vesting. This Restricted Stock grant shall become vested in accordance with the Committee's determination of the extent of attainment of the Performance Criteria (stated in the table below).
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Performance Criteria |
Percentage of Shares of Stock Under Section 1(a) Becoming Vested |
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[Criteria A] |
x% |
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[Criteria B] |
y% |
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[Criteria C] |
z% |
The determination whether vesting has occurred and the extent of vesting shall be made on the ___ -year anniversary of the Grant Date; provided the Grantee continues to provide Services to the Company or an Affiliate as of such date. Any amount of Restricted Stock that does not become vested on the ___-year anniversary of the Grant Date based on attainment of the Performance Criteria shall be immediately forfeited. In addition, the entire grant of Restricted Stock shall be forfeited in the event the Grantee's Service terminates prior to the __-year anniversary of the Grant Date.
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