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Document Preview Restricted Stock Award (Additional) |
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Title: |
Restricted Stock Award (Additional) |
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Entities: |
Midas, Inc.; Alan D. Feldman |
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Date: |
2003 |
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Size: |
Preview shows 4KB of 13KB total |
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Price: |
$37 |
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ID: |
#177676 |
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RESTRICTED STOCK AWARD
(ADDITIONAL)
RESTRICTED STOCK AWARD AGREEMENT ("Agreement") dated as of January 9, 2003,
between MIDAS, INC., a Delaware corporation (the "Corporation"), and ALAN D.
FELDMAN, President and Chief Executive Officer of the Corporation (the
"Holder").
WHEREAS, the Corporation desires, by granting to the Holder certain
restricted shares of the Corporation's Common Stock as hereinafter provided, to
provide an inducement to the Holder to accept employment with the Corporation,
not as part of the Corporation's Stock Incentive Plan (the "Plan"), as adopted
by the Board of Directors of the Corporation (the "Board") on November 21, 1997,
and approved by its shareholders, but nevertheless in accordance with the same
terms and provisions of the Plan, which is hereby incorporated by reference; and
WHEREAS, the Board has duly made all determinations necessary or
appropriate to the grant hereof.
NOW, THEREFORE, in consideration of the foregoing and the Holder's
acceptance of the terms and conditions hereof, the parties hereto have agreed,
and do hereby agree, as follows:
1. The Corporation hereby grants to the Holder, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, ONE HUNDRED FIFTY THOUSAND (150,000) shares of Common Stock of the
Corporation (the "Restricted Stock Award") on the terms and conditions herein
set forth.
2. The certificates representing the shares of Common Stock granted
to the Holder shall be registered in the name of the Holder and retained in the
custody of the Corporation until such time as they are delivered to the Holder
or forfeited to the Corporation in accordance with the terms hereof (the
"Restriction Period"). During the Restriction Period, the Holder will be
entitled to vote such shares and to receive dividends paid on such shares (less
any amounts, if any, which the Corporation is required to withhold for taxes).
3. If the Holder shall have been continuously in the employment of
the Corporation or one of its subsidiaries for a period of five (5) years from
the date of grant of this Restricted Stock Award, the Corporation shall deliver
to the Holder on or about the fifth (5th) anniversary thereof one or more
certificates, registered in the name of the Holder and free of restrictions
hereunder (except as provided in paragraph 7 below), representing all of the
shares granted to the Holder pursuant to this Agreement. In addition, on each
anniversary of the effective date of this Restricted Stock Award (beginning with
the first anniversary thereof), the Board may in its discretion, but shall not
be required to, accelerate vesting with respect to up to fifty thousand (50,000)
shares of the Common Stock granted to the Holder hereunder if, on such
anniversary date, the cumulative total shareholder return on the Corporation's
Common Stock during the immediately preceding twelve (12) month period exceeded
the cumulative total shareholder return of the Standard and Poor's 500 Stock
Index for the same period. No payment shall be required from the Holder in
connection with any delivery to the Holder of shares hereunder, except that the
Holder agrees to pay whatever income withholding tax the Corporation is
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