hbp-ex103_102.htm



 

Exhibit 10.3

RESTRICTED STOCK AGREEMENT

HUTTIG BUILDING PRODUCTS, INC.

2005 EXECUTIVE INCENTIVE COMPENSATION PLAN

[insert date]

The parties to this Restricted Stock Agreement (the “Agreement”) are Huttig Building Products, Inc., a Delaware corporation (the “Corporation”) and Jon Vrabely, an employee of the Corporation (the “Participant”).

Pursuant to the terms of the Huttig Building Products, Inc. 2005 Executive Incentive Compensation Plan, as amended and restated from time to time (the “Plan”), the Corporation, upon the recommendation of the Management Organization and Compensation Committee of its Board of Directors (the “Committee”), has determined to award to the Participant [insert number] shares of restricted stock, subject to the terms of the Plan as of the date of this Agreement (the “Grant Date”). As a condition to such award and pursuant to the terms of the Plan, the Corporation and the Participant hereby enter into this Agreement and agree to the terms and conditions set forth herein. 

1. DEFINITIONS.

Capitalized terms in this Agreement not otherwise defined herein shall have the meanings contained in the Plan. For purposes of this Agreement, and for purposes of interpreting the terms of the Plan, the following terms shall have the following meanings: 


	
 
	
(a)
	
“Restriction Period” shall mean a period commencing on the Grant Date and ending for 33-1/3% of the grant on each subsequent anniversary date for three years ending [insert date].




2. AWARD OF HUTTIG SHARES

Pursuant to the provisions of the Plan and this Agreement and by the authority of the Committee, the Corporation awards [insert number] shares (the “Restricted Stock”) of the Corporation’s common stock, par value $.01 per share (“Huttig Shares”), to the Participant. The Corporation, the Board of Directors and the Committee do not guarantee the Restricted Stock from loss of value or depreciation. 

 



 

3. RESTRICTIONS AND RIGHTS


	
 
	
(a)
	
During the Restriction Period, the Restricted Stock is subject to forfeiture in the event that the Participant attempts to sell, transfer, assign or pledge the Restricted Stock (the “Restrictions”) or the Participant violates one of the covenants contained in Section 6 of this Agreement. Except as provided under Section 5 of this Agreement, the Restrictions on the Restricted Stock shall automatically lapse: 





	
 
	
(i)
	
upon expiration of the Restriction Period; 





	
 
	
(ii)
	
in the event of the Participant’s retirement at or after age 65, “Disability” (as defined in the Amended and Restated Executive Agreement between the Company and the Participant dated March 16, 2016 (the “Executive Agreement”)) or death, or upon a Change in Control; provided, however, that in the event the Participant requests early retirement or otherwise leaves the employ of the Corporation, the Committee may, upon the Participant’s request and in the Committee’s sole discretion, waive or revise this provision to permit the lapse of Restrictions on all or a portion of the Restricted Stock awarded hereunder on or prior to such early retirement or other departure from the employ of the Corporation; 





	
 
	
(iii)
	
in accordance with the terms of the Executive Agreement, in the event of the Participant’s termination of employment by the Company without “Cause,” or if the Company fails to renew the Participant’s employment at the end of the “Original Term” or any “Renewal Term” for reasons that do not constitute “Cause” (as such terms are defined in the Executive Agreement), subject to the conditions of the Executive Agreement (including any required release of claims); or





	
 
	
(iv)
	
as may be otherwise provided under the terms of the Plan. 





	
 
	
(b)
	
During the Restriction Period, the Participant will be entitled to all other rights of a shareholder of the Corporation with respect to the Restricted Stock, including the right to vote the Restricted Stock and receive dividends and other distributions thereon. 




4. LEGEND REQUIREMENT 

Each stock certificate or book-entry notation evidencing an award of Restricted Stock shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such award substantially in the following form (the “Legend”): 

 “The sale or transfer of these shares of stock is subject to certain restrictions on transfer as set forth in the Huttig Building Products, Inc. 2005 Executive Incentive Compensation Plan, as amended and restated from time to time, and in the associated Award Agreement. Copies of such Plan and Agreement may be obtained from Huttig Building Products, Inc., 555 Maryville University Dr., Suite 400, St. Louis, MO 63141.” 

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5. TERMINATION OF EMPLOYMENT 

Termination of the Participant’s employment during the Restriction Period other than as provided in Section 3(a)(i), (ii) and (iii) above shall result in the forfeiture of all Restricted Stock as to which the Restrictions have not lapsed, and the Participant shall be required to return all applicable stock certificates to the Corporation. Records of the Corporation and its Subsidiaries regarding Participant’s period of employment, termination thereof and the reasons therefor, Disability, leaves of absence, re-employment and other matters shall be conclusive for all purposes hereunder, unless determined by the Corporation or the Committee to be incorrect. 

6. COVENANTS


	
 
	
(a)
	
The Participant agrees to be bound by all terms and provisions of the Plan, and all such provisions shall be deemed a part of this Agreement for all purposes.





	
 
	
(b)
	
The Participant agrees to provide the Corporation, when and if requested, with any information or documentation which the Corporation believes necessary or advisable in connection with the administration of the Plan, including data required to assure compliance with the requirements of the Securities and Exchange Commission, of any stock exchange upon which the Huttig Shares are then listed, or of any applicable federal, state or other law. 





	
 
	
(c)
	
The Participant agrees, upon due notice and demand, to promptly pay to the Corporation the cash amount of any taxes which are required to be withheld by the Corporation either at the time the Restriction Period lapses or at the time of award (in cases where the Participant duly elects to be taxed at such earlier time); provided, however, the Corporation, in its sole discretion, may accept Restricted Stock awarded hereunder or Huttig Shares otherwise previously acquired in satisfaction thereof. 




7. NO COVENANT OF EMPLOYMENT

Neither the execution and delivery of this Agreement nor the granting of any award evidenced by this Agreement shall constitute, or be evidence of, any agreement or understanding, express or implied, on the part of the Corporation or any of its subsidiaries to employ the Participant for any specific period. 

8. ADMINISTRATION AND INTERPRETATION OF PLAN AND AGREEMENT

In the event of any conflict between the terms of this Agreement and those of the Plan, the provisions of the Plan shall prevail. 

The Committee shall have full authority and discretion, subject only to the terms of the Plan, to decide all matters relating to the administration or interpretation of the Plan and this Agreement, and all such action by the Committee shall be final, conclusive, and binding upon the Corporation and the Participant. The Committee shall have full authority and discretion to modify at any time the Restriction Period, the Restrictions, the other terms and conditions of this Agreement, the Legend and any other instrument evidencing this award, provided that no such 

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modification shall increase the benefit under such award beyond that which the Committee could have originally granted at the time of the award, or shall impair the rights of the Participant under such award except in accordance with the Plan, any applicable agreement or applicable law or with consent of the Participant. The Corporation, the Committee and the members of the Board of Directors shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock granted hereunder. 

This Restricted Stock Agreement is deemed to be issued in, the award evidenced hereby is deemed to be granted in, and both shall be governed by the laws of, the State of Delaware. There have been no representations to the Participant other than those contained herein. 

9. DELIVERY

All certificates or book-entry notations for Restricted Stock awarded under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which Huttig Shares are then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends, in addition to the Legend required under Section 4 of this Agreement, to be put on any such certificates or book-entry notations to make appropriate reference to such restrictions. 

The stock certificates, if any, evidencing the Restricted Stock shall be held in custody by the Corporation or its designee until the Restrictions thereon shall have lapsed and the Committee may require, as a condition of any award, that the Participant shall have delivered a stock power endorsed in blank relating to the Restricted Stock covered by such award. 

As soon as administratively practicable following the lapse of the Restrictions with respect to any of the Restricted Stock without a forfeiture, and upon the satisfaction of all other applicable conditions as to the Restricted Stock, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Corporation shall deliver or cause to be delivered to the Participant a certificate or certificates, or in the Committee’s sole discretion, make appropriate book-entry notation on the Company’s books, in each case for the applicable Restricted Stock which shall not bear the Legend required under Section 4 of this Agreement. 

Nothing herein shall require the Corporation to issue any Huttig Shares with respect to an award if that issuance would, in the reasonable determination of the Corporation, constitute a violation of rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which Huttig Shares are then listed or any applicable federal or state securities law.

10. AMENDMENT

The terms of this Agreement shall be subject to the terms of the Plan as the Plan may be amended from time to time by the Board of Directors of the Corporation unless any such amendment by its terms or by its clear intent is inapplicable to this Agreement. 

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11. NOTICE

Any notice to the Corporation provided for in this Agreement shall be in writing and addressed to it in care of the Secretary of the Corporation, and any notice to the Participant shall be in writing and addressed to the Participant at the address contained in payroll records at the time or to such other address designated in writing by the Participant. 

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IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement effective the day and year first above written. 

 


	
HUTTIG BUILDING PRODUCTS, INC.




 


	
By:
	
 
	
 

	
Name:
	
 
	
 

	
Title:
	
 
	
 




 


	
PARTICIPANT

	
 

	
 

	
Jon Vrabely




 

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