{"id":40347,"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-and10.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-award-agreement-fleming-companies-inc-and10","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-award-agreement-fleming-companies-inc-and10.html","title":{"rendered":"Restricted Stock Award Agreement &#8211; Fleming Companies Inc. and John T. Standley"},"content":{"rendered":"<pre>               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 17th day of May, 1999, by and between\nFleming Companies, Inc., an Oklahoma corporation (the 'Company'),\nand John T. Standley (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 and Chief Financial\nOfficer (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 Partici\npant and the Company agree as follows (all capitalized terms used\nherein, unless otherwise defined, have the meaning ascribed to\nsuch terms as set forth in the Plan):\n\n          1.   The Plan.  The Plan, a copy of which is attached\nhereto as Exhibit A, is hereby incorporated by reference herein\nand made a part hereof for all purposes, and when taken with this\nAgreement shall govern the rights of the Participant and the\nCompany with respect 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\nthe shares of Stock subject to the Award (the 'Restricted Stock')\nshall be issued in the name of the Participant and shall be\nescrowed with the Secretary of the Company (the 'Escrow Agent')\nsubject to removal of the restrictions placed thereon or forfei\nture pursuant to the terms of this Agreement.  \n\n               (b)  Vesting.  One-half of the shares of Re\nstricted Stock will vest based on the Participant's continuous\nemployment with the Company through May 17, 2000 and the remain\ning one-half of the shares of Restricted Stock will vest based on\nthe Participant's continuous employment with the Company through\nMay 17, 2001.  In the event the Participant's employment with the\nCompany is terminated by reason of (i) death, (ii) disability,\n(iii) without 'Cause' (as such term is defined in the Employment\nAgreement), or (iv) by the Participant for 'Good Reason' (as such\nterm is defined in the Employment Agreement), then all remaining\nshares of Restricted Stock (including any 'Accrued Dividends,' as\nsuch term is hereafter defined) which have not yet been vested\nshall immediately vest.  Once vested pursuant to the terms of\nthis Agreement, the Restricted Stock shall be deemed Vested\nStock.  \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\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.  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\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) by\nthe Participant for Good Reason prior to all shares of Restricted\nStock becoming Vested Stock, then, all remaining shares of\nRestricted Stock which have not yet been vested (including any\nAccrued Dividends) shall be absolutely forfeited and the Partici\npant shall have 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\nAccrued Dividends attributable to such Vested Stock without\ninterest thereon.\n\n               (b)  The Company shall also pay to the Participant\nany Gross-Up Payment determined in accordance with Section 9.2 of\nthe 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 CERTIFICATE ARE\n          SUBJECT TO AND ARE TRANSFERRABLE ONLY IN ACCORDANCE\n          WITH THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR\n          THE FLEMING COMPANIES, INC. 1990 STOCK INCENTIVE PLAN\n          DATED THE 17TH DAY OF MAY, 1999.  ANY ATTEMPTED TRANS\n          FER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFI\n          CATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND\n          VOID AND WITHOUT EFFECT.  A COPY OF THE AGREEMENT MAY\n          BE OBTAINED FROM THE SECRETARY OF FLEMING COMPANIES,\n          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\nB hereto covering his Award and authorizes the Secretary to\ndeliver 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 Re\nstricted 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 Agreement\nshall be (i) binding upon and inure to the benefit of the parties\nhereto and their respective heirs, successors and assigns except\nas may be limited by the Plan and (ii) governed and construed\nunder 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 Divi\ndends) under the Plan and this Agreement, and the Participant or\nany other person shall have only the rights of a general unse\ncured creditor of the Company, its parent, if applicable, or a\nSubsidiary with respect to any rights under the Plan or this\nAgreement.\n\n          12.  Captions.  The captions of specific provisions of\nthis Agreement are for convenience and reference only, and in no\nway define, describe, extend or limit the scope of this Agreement\nor the intent of any provision hereof.\n\n          13.  Counterparts.  This Agreement may be executed in\nany 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\n'COMPANY'                       FLEMING COMPANIES, INC., an\n                                Oklahoma corporation\n\n                                SCOTT M. NORTHCUTT\n                                Scott M. Northcutt, Senior Vice\n                                President - Human Resources\n\n'PARTICIPANT'\n                                \n                                JOHN T. STANDLEY                    \n                                John T. Standley, Participant\n\n\n               ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n          FOR VALUE RECEIVED, __________________, an individual,\nhereby irrevocably assigns and conveys to\n________________________, ______________ AND NO\/100 (_____)\nshares of the Common Capital Stock of Fleming Companies, Inc., an\nOklahoma corporation, $2.50 par value.\n\nDATED:                        \n\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-40347","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\/40347","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=40347"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40347"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40347"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40347"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}