exv10w2



 






Exhibit 10.2




          Restricted Stock Award Agreement dated June 1, 2007, by and between Daniel L. Urness and Cavco
Industries, Inc.




CAVCO INDUSTRIES, INC.




RESTRICTED STOCK AWARD AGREEMENT




     THIS RESTRICTED STOCK AWARD AGREEMENT (“Award Agreement”) is made as of the 1st day
of June, 2007, by and between Cavco Industries, Inc., a Delaware corporation (the “Company”), and
Daniel L. Urness (the “Grantee”).




The Company and the Grantee therefore agree as follows:




1. Grant of Restricted Stock. Effective as of June 1, 2007 (the “Grant Date”), the Company
has awarded to the Grantee a total of 786 shares of the common stock, par value $.01 per
share (“Common Stock”), from the Cavco Industries, Inc. 2003 Stock Incentive Plan, subject
to the conditions and restrictions set forth below (the “Restricted Stock”).




2. Definitions. For purposes of this Award Agreement:




     (a) “Board” means the Board of Directors of the Company.




     (b) “Breach” shall mean a breach by either the Executive or the Company, as
the case may be, of a term of this Agreement which breach remains uncured for 15 days after
written notice is received by the party in breach from the party asserting the breach.




     (c) “Committee” means (i) the Board, during any period in which there shall be no
Compensation Committee of the Board comprised of two or more nonemployee directors or during
any other period during which the Board elects to exercise the authority of the Committee,
or (ii) the Compensation Committee of the Board, during all other periods.




     (d) “Disability” shall mean the Executive’s inability, by reason of a mental
or physical impairment, to perform his duties and responsibilities for a period of at least
six (6) consecutive months.




     (e) “Service” means employment with the Company or any of its subsidiaries.




     (f) “Restricted Period” means the period commencing on the Grant Date and ending on the
date that the Grantee obtains a vested right to all of the Total Restricted Shares (and the
restrictions thereon terminate) in accordance with Paragraph 3.




     (g) “Termination for Cause” shall mean the Company’s termination of the Executive’s
employment pursuant to a determination by the Board, in its sole and absolute discretion,
but acting in good faith, for any of the following reasons: (i) the Executive is guilty of
willful failure or refusal without proper cause, to substantially perform his duties as an
employee of the Company; (ii) the Executive is in breach of his fiduciary duties; (iii) the
Executive is convicted for any criminal act, except that a misdemeanor conviction shall not
constitute “Termination for Cause” unless it shall have involved misappropriate use of funds
or property, fraud, or other similar activity which bears directly upon the executive’s
ability to perform faithfully his duties as an employee of the Company or which damage the
reputation or credibility of the company; (iv) the Executive loses his CPA designation; or
(v) the Executive is guilty of malfeasance.




     (h) “Total Restricted Shares” means the total number of shares of Restricted Stock that
are the subject of this Award on the Grant Date.



 









 






3. Vesting.




     (a) The Grantee shall become vested with respect to 20% of the Total Restricted Shares
on each of the first, second, third, fourth and fifth anniversaries of the Grant Date;
provided, however, that the Grantee must be in continuous Service from the Grant Date
through the date of the applicable anniversary in order to vest in shares of Restricted
Stock as to which the Grantee would otherwise vest on such anniversary. In the event that
any day on which the Grantee would otherwise obtain a vested right to additional shares of
Restricted Stock is a Saturday, Sunday or holiday, the Grantee shall instead obtain that
vested right on the first business day immediately following such date. The foregoing
provisions of this Paragraph 3(a) are subject to the provisions below, addressing events
that may result in early termination of the Restricted Period or forfeiture of the Grantee’s
interest in all or part of the Restricted Stock.




     (b) All of the Total Restricted Shares shall fully vest, regardless of the limitations
set forth in subparagraph (a) above, in the event of the Grantee’s termination of Service,
other than as a result of (i) a Termination for Cause; (ii) a voluntary resignation of the
Grantee when there is no uncured Breach by the Company of any obligation or duty owed by the
Company to Grantee; (iii) Disability or (iv) Death; provided, however, that the Grantee has
been in continuous Service since the Grant Date.




     (c) In the event of a termination of Service as a result of a Termination for Cause, a
voluntary resignation of the Grantee when there is no uncured Breach by the Company of any
obligation or duty owed by the Company to Grantee, Disability or death, this Award Agreement
shall immediately terminate, to the extent not theretofore vested, and be of no force and
effect and all Restricted Stock awarded to the Grantee that has not previously vested shall
be forfeited.




4. Restrictions. Restricted Stock shall constitute issued and outstanding shares of common
stock for all corporate purposes. The Grantee will have the right (a) to vote such
Restricted Stock, (b) to receive and retain such dividends and distributions, as the
Committee may in its sole discretion designate, paid or distributed on such Restricted Stock
and (c) to exercise all other rights, powers and privileges of a holder of Common Stock with
respect to such Restricted Stock; except, that (i) the Grantee will not be entitled to
delivery of the stock certificate or certificates representing such Restricted Stock until
the Restricted Period shall have expired and unless all other vesting requirements with
respect thereto shall have been fulfilled or waived, (ii) the Company will retain custody of
the stock certificate or certificates representing the Restricted Stock during the
Restricted Period as provided in Paragraph 8, (iii) other than such dividends and
distributions as the Committee may in its sole discretion designate, the Company will retain
custody of all distributions (“Retained Distributions”) made or declared with respect to the
Restricted Stock (and such Retained Distributions will be subject to the same restrictions,
terms and vesting and other conditions as are applicable to the Restricted Stock) until such
time, if ever, as the Restricted Stock with respect to which such Retained Distributions
shall have been made, paid or declared shall have become vested, and such Retained
Distributions shall not bear interest or be segregated in a separate account, (iv) the
Grantee may not sell, assign, transfer, pledge, exchange, encumber or dispose of the
Restricted Stock or any Retained Distributions or the Grantee’s interest in any of them
during the Restricted Period, and (v) a breach of any restrictions, terms or conditions
provided in this Award Agreement or established by the Committee with respect to any
Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock
and any Retained Distributions with respect thereto.




5. Completion of the Restricted Period. On the vesting date with respect to any shares of
Restricted Stock, and the satisfaction of any other applicable restrictions, terms and
conditions (a) all or the applicable portion of such Restricted Stock shall become vested
and (b) any Retained Distributions with respect to such Restricted Stock shall become vested
to the extent that the Restricted Stock related thereto shall have become vested. Any such
Restricted Stock and Retained Distributions that shall not become vested shall be forfeited
to the Company and the Grantee shall not thereafter have any rights (including dividend and
voting rights) with respect to such Restricted Stock and Retained Distributions that shall
have been so forfeited.




6. Section 83(b) Election. Grantee understands that Section 83 of the Code taxes as
ordinary income the difference between the amount paid for the Restricted Stock and the Fair
Market Value of the Restricted



 









 







Stock as of the date any restrictions on the Restricted Stock lapse. In this context,
“restriction” means the restrictions set forth in Paragraph 4 hereof. Grantee understands
that Grantee may elect to be taxed at the time the Restricted Stock are granted rather than
when and as the Restricted Stock vest by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within thirty (30) days from the Date of Grant. Grantee
understands that failure to make this filing timely shall result in the recognition of
ordinary income by Grantee on the Fair Market Value of the Restricted Stock at the time such
restrictions lapse.




THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE
REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE’S BEHALF.




7. Sale of Restricted Stock. The Grantee agrees that the Grantee shall not sell, transfer
or dispose of the Restricted Stock and that the Company shall not be obligated to deliver
any shares of common stock if counsel to the Company determines that such sale, transfer,
disposition or delivery would violate any applicable law or any rule or regulation of any
governmental authority or any rule or regulation of, or agreement of the Company with, any
securities exchange or association or automated quotation system upon which the common stock
is listed or quoted. The Company shall in no event be obligated to take any affirmative
action in order to cause the delivery of shares of common stock to comply with any such law,
rule, regulation or agreement.




8. Escrow of Shares. Shares of Restricted Stock shall be, at the election of the
Committee, either (a) registered in book entry form, (b) registered in the name of the
Grantee and deposited with the Secretary of the Company or (c) held in nominee name for the
benefit of the Grantee during the Restricted Period, in any case, if the Company requests,
together with a stock power endorsed by the Grantee in blank. Any certificate shall bear a
legend as provided by the Company, conspicuously referring to the terms, conditions and
restrictions described in this Award Agreement. Upon termination of the Restricted Period
with respect to shares of Restricted Stock, a certificate representing such shares shall be
delivered upon written request to the Grantee as promptly as is reasonably practicable
following such termination.




9. Beneficiary Designations. The Grantee shall file with the Committee on the form
appended to this Award Agreement as Exhibit A or such other form as may be
prescribed by the Company, a designation of one or more beneficiaries (each, a
“Beneficiary”) to whom shares otherwise due to the Grantee shall be distributed in the event
of the death of the Grantee while in the Service of the Company. The Grantee shall have the
right to change the Beneficiary or Beneficiaries from time to time; provided, however, that
any change shall not become effective until received in writing by the Committee. If any
designated Beneficiary survives the Grantee but dies before receiving all of the Grantee’s
benefits hereunder, any remaining benefits due the Grantee shall be distributed to the
deceased Beneficiary’s estate. If there is no effective Beneficiary designation on file
with the Committee at the time of the Grantee’s death, or if the designated Beneficiary or
Beneficiaries have all predeceased such Grantee, the payment of any remaining benefits shall
be made to the Grantee’s estate.




10. Nonalienation of Benefits. Except as contemplated by Paragraph 9 above, and other than
pursuant to a qualified domestic relations order, no right or benefit under this Award
Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, whether voluntary, involuntary or by operation of law, and any
attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for or subject
to any debts, contracts, liabilities or torts of the person entitled to such benefits. If
the Grantee or the Grantee’s Beneficiary hereunder shall become bankrupt or attempt to
transfer, anticipate, alienate, assign, sell, pledge, encumber or charge any right or
benefit hereunder, other than as contemplated by Paragraph 9 above or other than pursuant to
a qualified domestic relations order, or if any creditor shall attempt to subject the same
to a writ of garnishment, attachment, execution, sequestration or any other form of process
or involuntary lien or seizure, then such right or benefit shall
cease and terminate.



 









 






11. Prerequisites to Benefits. Neither the Grantee nor any person claiming through the
Grantee shall have any right or interest in the Restricted Stock awarded hereunder, unless
and until all the terms, conditions and provisions of this Award Agreement which affect the
Grantee or such other person shall have been complied with as specified herein.




12. Rights as a Stockholder. Subject to the limitations and restrictions contained herein,
the Grantee (or Beneficiary) shall have all rights as a stockholder
with respect to the shares of the Restricted Stock once such shares have been registered in the Grantee’s name
or issued for the benefit of the Grantee hereunder.




13. Certain Corporate Transactions; Adjustments. The existence of this Agreement or the
award of the Restricted Stock made hereunder shall not affect in any manner the right and
power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the capital stock of the Company or
its business or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock (whether or not such issue is prior to, on a
parity with or junior to the Common Stock) or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of the acts or
proceedings enumerated above. In the event of any subdivision or consolidation of
outstanding Shares, declaration of a dividend payable in Shares or other stock split, then
the award of restricted stock shall be adjusted in accordance with Paragraph 11, subsection
(b) of the Cavco Industries, Inc. 2003 Stock Incentive Plan.




14. Notice. Unless the Company notifies the Grantee in writing of a different procedure,
any notice or other communication to the Company with respect to this Award Agreement shall
be in writing and shall be delivered personally or by first class mail, postage prepaid and
addressed, to the following address:


Cavco Industries, Inc.

Attention: Secretary

1001 North Central

Suite 800

Phoenix, Arizona 85004





Any notice or other communication to the Grantee with respect to this Award Agreement shall
be in writing and shall be delivered personally or shall be sent by first class mail,
postage prepaid, to the Grantee’s address as listed in the records of the Company on the
Grant Date, unless the Company has received written notification from the Grantee of a
change of address.




15. Amendment. This Award Agreement may be supplemented or amended from time to time as
approved by the Committee, provided, however, that an amendment shall not adversely affect
the rights of the Grantee with respect to the award of Restricted Stock evidenced hereby
without the Grantee’s written consent.




16. Grantee Service. Nothing contained in this Award Agreement, and no action of the
Company or the Committee with respect hereto, shall confer or be construed to confer on the
Grantee any right to continue in the Service of the Company.




17. Successors and Assigns. This Award Agreement shall bind and inure to the benefit of
and be enforceable by the Grantee, the Company and their respective permitted successors and
assigns (including personal representatives, heirs and legatees), except that the Grantee
may not assign any rights or obligations under this Award Agreement except to the extent and
in a manner expressly provided herein.



 









 






18. Governing Law. This Award Agreement shall in all respects be governed by, and
construed and enforced in accordance with, the laws of the State of Arizona to the extent
not preempted by federal law.




19. Construction. References in this Award Agreement to “this Award Agreement” and the
words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits appended
hereto. The headings of the Paragraphs of this Award Agreement have been included for
convenience of reference only and are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof. All decisions of the Committee
regarding this Award Agreement shall be conclusive.




20. Duplicate Originals. The Company and the Grantee may sign any number of copies of this
Award Agreement. Each signed copy shall be an original, but all of them together represent
the same agreement.




21. Entire Agreement. The Grantee and the Company hereby declare and represent that no
promise or agreement not herein expressed has been made and that this Award Agreement
contains the entire agreement between the parties hereto with respect to the Restricted
Stock granted herein and replaces and makes null and void any prior agreements, oral or
written, between the Grantee and the Company regarding the Restricted Stock awarded herein.




22. Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions
of this Award Agreement by signing in the space provided at the end hereof and returning an
executed copy to the Company.



	 	 	 	 	 
	 	CAVCO INDUSTRIES, INC.

 	 
	 	By:  	/s/ Joseph H. Stegmayer
 	 
	 	 	Joseph H. Stegmayer 	 
	 	 	President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	ACCEPTED:

 	 
	 	/s/ Daniel L. Urness
 	 
	 	Grantee:  Daniel L. Urness 	 
	 	 	 



 









 






	 	 	 	 	 



Exhibit A to Restricted Stock Award Agreement, dated as of June 1, 2007




CAVCO INDUSTRIES, INC.




BENEFICIARY DESIGNATION FORM





     I, Daniel L. Urness (the “Grantee”), do hereby make the following designation of beneficiary
who shall be entitled to the Restricted Stock and all other rights accorded the Grantee by the
above-referenced Restricted Stock Award Agreement (the “Award Agreement”):



Primary Beneficiary(ies)




	 	 	 	 	 	 	 
	Name	 	Address	 	Relationship	 	Distribution %
	 	 	 	 	 	 	 





Secondary Beneficiary(ies)




	 	 	 	 	 	 	 
	Name	 	Address	 	Relationship	 	Distribution %
	 	 	 	 	 	 	 





     It is understood that this Designation of Beneficiary is made pursuant to the Award Agreement
and is subject to the conditions stated therein, including the Beneficiary’s survival of the
Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to
the Grantee’s will or the laws of descent and distribution.



     It is further understood that all prior designations of beneficiary under the Award Agreement
are hereby revoked and that this Designation of Beneficiary may only be revoked in writing, signed
by the Grantee and filed with the Company prior to the Grantee’s death.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	Grantee