{"id":40346,"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-and9.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-award-agreement-fleming-companies-inc-and9","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-award-agreement-fleming-companies-inc-and9.html","title":{"rendered":"Restricted Stock Award Agreement &#8211; Fleming Companies Inc. and Dennis C. Lucas"},"content":{"rendered":"<pre>                   RESTRICTED STOCK AWARD AGREEMENT FOR\n                       THE FLEMING COMPANIES, INC.\n                       1990 STOCK INCENTIVE PLAN\n\n     THIS RESTRICTED STOCK AWARD AGREEMENT (the 'Agreement') \nentered into as of the 28th day of July, 1999, by and between \nFleming Companies, Inc., an Oklahoma corporation (the 'Company'), \nand Dennis C. Lucas (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, President - Retail \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 \nCompany has awarded the Participant 20,000 shares of common stock \nunder the Plan subject to the terms and conditions of this \nAgreement.\n\n     NOW, THEREFORE, in consideration of the premises and \nthe mutual promises and covenants herein contained, the \nParticipant and the Company agree as follows (all capitalized \nterms used herein, unless otherwise defined, have the meaning \nascribed to such terms as set forth in the Plan):\n\n     1.      The Plan.  The Plan, a copy of which is \nattached hereto as Exhibit A, is hereby incorporated by reference \nherein and made a part hereof for all purposes, and when taken \nwith this Agreement shall govern the rights of the Participant \nand the Company with respect to the Award (as defined below).\n\n     2.      Grant of Award.  The Company hereby grants to \nthe Participant an award (the 'Award') of twenty thousand \n(20,000) shares of Company common stock, par value $2.50 (the \n'Stock'), on the terms and conditions set forth herein and in the \nPlan.\n\n     3.      Terms of Award.\n\n          (a)      Escrow of Shares.  A certificate \nrepresenting the shares of Stock subject to the Award (the \n'Restricted Stock') shall be issued in the name of the \nParticipant and shall be escrowed with the Secretary of the \nCompany (the 'Escrow Agent') subject to removal of the \nrestrictions placed thereon or forfeiture pursuant to the terms \nof this Agreement.  \n\n          (b)      Vesting.  One-half of the shares of \nRestricted Stock will vest based on the Participant's continuous \nemployment with the Company through July 28, 2000 and the \nremaining one-half of the shares of Restricted Stock will vest \nbased on the Participant's continuous employment with the Company \nthrough July 28, 2001.  In the event the Participant's employment \nwith the Company is terminated by reason of (i) death, (ii) \ndisability, (iii) without 'Cause' (as such term is defined in the \nEmployment Agreement), or (iv) by the Participant for 'Good \nReason' (as such term is defined in the Employment Agreement), \nthen all remaining shares of Restricted Stock (including any \n'Accrued Dividends,' as such term is hereafter defined) which \nhave not yet been vested shall immediately vest.  Once vested \npursuant to the terms of this Agreement, the Restricted Stock \nshall be deemed Vested Stock.  \n\n          (c)      Voting Rights and Dividends.  The \nParticipant shall have all of the voting rights attributable to \nthe shares of Restricted Stock issued to him.  Regular quarterly \ncash dividends declared and paid by the Company with respect to \nthe shares of Restricted Stock shall be paid to the Participant. \n Any extraordinary dividends declared and paid by the Company \nwith respect to shares of Restricted Stock ('Accrued Dividends') \nshall not be paid to the Participant until such Restricted Stock \nbecomes Vested Stock.  Such Accrued Dividends shall be held by \nthe Company as a general obligation and paid to the Participant \nat the time the underlying Restricted Stock becomes Vested Stock. \n \n          (d)      Vested Stock - Removal of Restrictions.  \nUpon Restricted Stock becoming Vested Stock, all restrictions \nshall be removed from the certificates representing such Stock \nand the Secretary 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 \nthereon.\n\n          (e)      Forfeiture.  In the event the Participant's \nemployment with the Company is terminated for any reason other \nthan (i) death, (ii) disability, (iii) without Cause, or (iv) \nby the Participant for Good Reason prior to all shares of \nRestricted Stock becoming Vested Stock, then, all remaining \nshares of Restricted Stock which have not yet been vested \n(including any Accrued Dividends) shall be absolutely \nforfeited and the Participant shall have no further interest \ntherein 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 \nAccrued Dividends attributable to such Vested Stock without \ninterest thereon.\n\n          (b)      The Company shall also pay to the \nParticipant any Gross-Up Payment determined in accordance with \nSection 9.2 of the Plan.\n\n     5.      Legends.  The shares of Stock which are the \nsubject of the Award shall be subject to the following legend:  \n\n             'THE SHARES OF STOCK EVIDENCED BY THIS \n             CERTIFICATE ARE SUBJECT TO AND ARE \n             TRANSFERRABLE ONLY IN ACCORDANCE WITH THAT \n             CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR \n             THE FLEMING COMPANIES, INC. 1990 STOCK \n             INCENTIVE PLAN DATED THE 28TH DAY OF JULY, \n             1999.  ANY ATTEMPTED TRANSFER OF THE SHARES \n             OF STOCK EVIDENCED BY THIS CERTIFICATE IN \n             VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND \n             VOID AND WITHOUT EFFECT.  A COPY OF THE \n             AGREEMENT MAY BE OBTAINED FROM THE SECRETARY \n             OF FLEMING COMPANIES, INC.'\n\n     6.      Stock Powers and the Beneficiary.  The \nParticipant hereby agrees to execute and deliver to the Secretary \nof the Company a stock power (endorsed in blank) in the form of \nExhibit B hereto covering his Award and authorizes the Secretary \nto deliver to the Company any and all shares of Restricted Stock \nthat are forfeited under the provisions of this Agreement.  The \nParticipant further authorizes the Company to hold as a general \nobligation of the Company any Accrued Dividends and to pay such \ndividends to the Participant at the time the underlying \nRestricted Stock becomes Vested Stock. Pursuant to Section 6.2 of \nthe Plan, the Participant designates his Eligible Spouse as the \nBeneficiary under this Agreement.\n\n     7.      Nontransferability of Award.  The Participant \nshall not have the right to sell, assign, transfer, convey, \ndispose, pledge, hypothecate, burden, encumber or charge any \nshares of Restricted Stock or any interest therein in any manner \nwhatsoever.\n\n     8.      Notices.  All notices or other communications \nrelating to the Plan and this Agreement as it relates to the \nParticipant shall be in writing, shall be deemed to have been \nmade if personally delivered in return for a receipt, or if \nmailed, by regular U.S. mail, postage prepaid, by the Company to \nthe Participant at the address set forth in the Employment \nAgreement.\n\n     9.      Binding Effect and Governing Law.  This \nAgreement shall be (i) binding upon and inure to the benefit of \nthe parties hereto and their respective heirs, successors and \nassigns except as may be limited by the Plan and (ii) governed \nand construed under the laws of the State of Oklahoma.\n\n    10.      Withholding.  The Company and the Participant \nshall comply with all federal and state laws and regulations \nrespecting the withholding, deposit and payment of any income, \nemployment or other taxes relating to the Award (including \nAccrued Dividends).\n\n    11.      Award Subject to Claims or Creditors.  The \nParticipant shall not have any interest in any particular assets \nof the Company, its parent, if applicable, or any Subsidiary by \nreason of the right to earn an Award (including Accrued \nDividends) under the Plan and this Agreement, and the Participant \nor any other person shall have only the rights of a general \nunsecured creditor of the Company, its parent, if applicable, or \na Subsidiary with respect to any rights under the Plan or this \nAgreement.\n\n    12.      Captions.  The captions of specific provisions \nof this Agreement are for convenience and reference only, and in \nno way define, describe, extend or limit the scope of this \nAgreement or the intent of any provision hereof.\n\n    13.      Counterparts.  This Agreement may be executed \nin any number of identical counterparts, each of which shall be \ndeemed an original for all purposes, but all of which taken \ntogether shall form but one agreement.\n\n     IN WITNESS WHEREOF, the parties hereto have executed \nthis Agreement on the day and year first above written.\n\n'COMPANY'                           FLEMING COMPANIES, INC., an Oklahoma \n                                    corporation\n\n\n                                    By SCOTT M. NORTHCUTT\n                                       Scott M. Northcutt\n                                       Senior Vice President - \n                                       Human Resources\n\n'PARTICIPANT'\n                                    DENNIS C. LUCAS      \n                                    Dennis C. Lucas, Participant\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-40346","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\/40346","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=40346"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40346"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40346"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40346"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}