{"id":40345,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-award-agreement-fleming-companies-inc-and7.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-award-agreement-fleming-companies-inc-and7","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-award-agreement-fleming-companies-inc-and7.html","title":{"rendered":"Restricted Stock Award Agreement &#8211; Fleming Companies Inc. and William H. Marquard"},"content":{"rendered":"<pre>\n              RESTRICTED STOCK AWARD AGREEMENT FOR\n                  THE FLEMING COMPANIES, INC.\n                   1990 STOCK INCENTIVE PLAN\n\n\n     THIS RESTRICTED STOCK AWARD AGREEMENT (the 'Agreement') \nentered into as of the 1st day of June, 1999, by and between \nFleming Companies, Inc., an Oklahoma corporation (the 'Company'), \nand William H. Marquard (herein referred to as the 'Participant');\n\n                      W I T N E S S E T H:\n\n     WHEREAS, the Participant has entered into an Employment \nAgreement with the Company of even date pursuant to which he will \nserve the Company as Executive Vice President, Business Development \n(the 'Employment Agreement'); and\n\n     WHEREAS, the Company has previously adopted the Fleming \nCompanies, Inc. 1990 Stock Incentive Plan  and certain amendments \nthereto (the 'Plan'); and\n\n     WHEREAS, pursuant to the Employment Agreement, the Company has \nawarded the Participant 20,000 shares of common stock under the \nPlan subject to the terms and conditions of this Agreement.\n\n     NOW, THEREFORE, in consideration of the premises and the \nmutual promises and covenants herein contained, the Participant and \nthe Company agree as follows (all capitalized terms used herein, \nunless otherwise defined, have the meaning ascribed to such terms \nas set forth in the Plan):\n\n     1.     The Plan.  The Plan, a copy of which is attached hereto \nas Exhibit A, is hereby incorporated by reference herein and made a \npart hereof for all purposes, and when taken with this Agreement \nshall govern the rights of the Participant and the Company with \nrespect to the Award (as defined below).\n\n     2.     Grant of Award.  The Company hereby grants to the \nParticipant an award (the 'Award') of twenty thousand (20,000) \nshares of Company common stock, par value $2.50 (the 'Stock'), on \nthe terms and conditions set forth herein and in the Plan.\n\n     3.     Terms of Award.\n\n          (a)     Escrow of Shares.  A certificate representing the \nshares of Stock subject to the Award (the 'Restricted Stock') shall \nbe issued in the name of the Participant and shall be escrowed with \nthe Secretary of the Company (the 'Escrow Agent') subject to \nremoval of the restrictions placed thereon or forfeiture pursuant \nto the terms of this Agreement.  \n\n          (b)     Vesting.  One-half of the shares of Restricted \nStock will vest based on the Participant's continuous employment \nwith the Company through June 1, 2000 and the remaining one-half of \nthe shares of Restricted Stock will vest based on the Participant's \ncontinuous employment with the Company through June 1, 2001.  In \nthe event the Participant's employment with the Company is \nterminated by reason of (i) death, (ii) disability, (iii) without \n'Cause' (as such term is defined in the Employment Agreement), or \n(iv) by the Participant for 'Good Reason' (as such term is defined \nin the Employment Agreement), then all remaining shares of \nRestricted Stock (including any 'Accrued Dividends,' as such term \nis hereafter defined) which have not yet been vested shall \nimmediately vest.  Once vested pursuant to the terms of this \nAgreement, the Restricted Stock shall be deemed Vested Stock.  \n\n          (c)     Voting Rights and Dividends.  The Participant \nshall have all of the voting rights attributable to the shares of \nRestricted Stock issued to him.  Regular quarterly cash dividends \ndeclared and paid by the Company with respect to the shares of \nRestricted Stock shall be paid to the Participant.  Any \nextraordinary dividends declared and paid by the Company with \nrespect to shares of Restricted Stock ('Accrued Dividends') shall \nnot be paid to the Participant until such Restricted Stock becomes \nVested Stock.  Such Accrued Dividends shall be held by the Company \nas a general obligation and paid to the Participant at the time the \nunderlying Restricted Stock becomes Vested Stock.  \n\n          (d)     Vested Stock - Removal of Restrictions.  Upon \nRestricted Stock becoming Vested Stock, all restrictions shall be \nremoved from the certificates representing such Stock and the \nSecretary of the Company shall deliver to the Participant \ncertificates representing such Vested Stock free and clear of all \nrestrictions together with a check in the amount of all Accrued \nDividends attributed to such Vested Stock without interest thereon.\n\n          (e)     Forfeiture.  In the event the Participant's \nemployment with the Company is terminated for any reason other than \n(i) death, (ii) disability, (iii) without Cause, or (iv) by the \nParticipant for Good Reason prior to all shares of Restricted Stock \nbecoming Vested Stock, then, all remaining shares of Restricted \nStock which have not yet been vested (including any Accrued \nDividends) shall be absolutely forfeited and the Participant shall \nhave no further interest therein of any kind whatsoever.\n\n     4.     Change of Control.  \n\n          (a)     In the event of a Change of Control, all \nRestricted Stock shall become Vested Stock and the Company shall \ndeliver to the Participant certificates representing the Vested \nStock free and clear of all restrictions, together with any Accrued \nDividends attributable to such Vested Stock without interest \nthereon.\n\n          (b)     The Company shall also pay to the Participant any \nGross-Up Payment determined in accordance with Section 9.2 of the \nPlan.\n\n     5.     Legends.  The shares of Stock which are the subject of \nthe Award shall be subject to the following legend:  \n\n     'THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT \nTO AND ARE TRANSFERRABLE ONLY IN ACCORDANCE WITH THAT \nCERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR THE FLEMING \nCOMPANIES, INC. 1990 STOCK INCENTIVE PLAN DATED THE 1ST \nDAY OF JUNE, 1999.  ANY ATTEMPTED TRANSFER OF THE SHARES \nOF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF \nSUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT \nEFFECT.  A COPY OF THE AGREEMENT MAY BE OBTAINED FROM \nTHE SECRETARY OF FLEMING COMPANIES, INC.'\n\n     6.     Stock Powers and the Beneficiary.  The Participant \nhereby agrees to execute and deliver to the Secretary of the \nCompany a stock power (endorsed in blank) in the form of Exhibit B \nhereto covering his Award and authorizes the Secretary to deliver \nto the Company any and all shares of Restricted Stock that are \nforfeited under the provisions of this Agreement.  The Participant \nfurther authorizes the Company to hold as a general obligation of \nthe Company any Accrued Dividends and to pay such dividends to the \nParticipant at the time the underlying Restricted Stock becomes \nVested Stock. Pursuant to Section 6.2 of the Plan, the Participant \ndesignates his Eligible Spouse as the Beneficiary under this \nAgreement.\n\n     7.     Nontransferability of Award.  The Participant shall not \nhave the right to sell, assign, transfer, convey, dispose, pledge, \nhypothecate, burden, encumber or charge any shares of Restricted \nStock or any interest therein in any manner whatsoever.\n\n     8.     Notices.  All notices or other communications relating \nto the Plan and this Agreement as it relates to the Participant \nshall be in writing, shall be deemed to have been made if \npersonally delivered in return for a receipt, or if mailed, by \nregular U.S. mail, postage prepaid, by the Company to the \nParticipant at the address set forth in the Employment Agreement.\n\n     9.     Binding Effect and Governing Law.  This Agreement shall \nbe (i) binding upon and inure to the benefit of the parties hereto \nand their respective heirs, successors and assigns except as may be \nlimited by the Plan and (ii) governed and construed under the laws \nof the State of Oklahoma.\n\n     10.     Withholding.  The Company and the Participant shall \ncomply with all federal and state laws and regulations respecting \nthe withholding, deposit and payment of any income, employment or \nother taxes relating to the Award (including Accrued Dividends).\n\n     11.     Award Subject to Claims or Creditors.  The Participant \nshall not have any interest in any particular assets of the \nCompany, its parent, if applicable, or any Subsidiary by reason of \nthe right to earn an Award (including Accrued Dividends) under the \nPlan and this Agreement, and the Participant or any other person \nshall have only the rights of a general unsecured creditor of the \nCompany, its parent, if applicable, or a Subsidiary with respect to \nany rights under the Plan or this Agreement.\n\n     12.     Captions.  The captions of specific provisions of this \nAgreement are for convenience and reference only, and in no way \ndefine, describe, extend or limit the scope of this Agreement or \nthe intent of any provision hereof.\n\n     13.     Counterparts.  This Agreement may be executed in any \nnumber of identical counterparts, each of which shall be deemed an \noriginal for all purposes, but all of which taken together shall \nform but one agreement.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this \nAgreement on the day and year first above written.\n\n\n'COMPANY'                         FLEMING COMPANIES, INC., an Oklahoma \n                                  corporation\n\n\n                                  By SCOTT M. NORTHCUTT\n                                     Scott M. Northcutt, Senior Vice         \n                                     President - Human Resources\n\n'PARTICIPANT'\n                                                                   \n                                     WILLIAM H. MARQUARD                \n                                     William H. Marquard, Participant\n\n                                                                  Exhibit B\n\n                  ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n          FOR VALUE RECEIVED, __________________, an individual, \nhereby irrevocably assigns and conveys to ________________________, \n______________ AND NO\/100 (_____) shares of the Common Capital \nStock of Fleming Companies, Inc., an Oklahoma corporation, $2.50 \npar value.\n\nDATED:                        \n\n                                                __________________\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7547],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-40345","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleming-companies-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40345","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40345"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40345"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40345"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40345"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}