EX-10.5



 


 





 Exhibit
10-5

RESTRICTED STOCK AWARD AGREEMENT




Pursuant to the


LEXINGTON
PRECISION CORPORATION

2005 STOCK AWARD PLAN




Name of Participant: Joseph A. Pardo




Date of Grant: October 9, 2007




Number of Shares: 10,000




Value of each Share on Date of Grant: $.70




          This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of October 9, 2007, is made
between Lexington Precision Corporation, a Delaware corporation (the “Company”) and the above-named
individual (the “Participant”) to record the granting of Restricted Stock on October 9, 2007 (the
“Date of Grant”) to the Participant pursuant to the Lexington Precision Corporation 2005 Stock
Award Plan (the “Plan”).



          The Company and the Participant hereby agree as follows:



          1. Grant of Shares. The Company hereby grants to the Participant, as of the Date of
Grant, subject to and in accordance with the terms and conditions of the Plan and this Agreement,
10,000 shares of the Company’s Common Stock, par value $0.25 per share (the “Common Stock”). The
grant of shares of Common Stock to the Participant, evidenced by this Agreement, is an award of
Restricted Stock (as defined in the Plan) and such shares of Restricted Stock are referred to
herein as the “Shares”.



          2. Vesting of Shares. Ownership of the Shares shall vest pursuant to the following
vesting schedule, provided, in each case, any additional conditions and performance goals set forth
in Schedule I have been satisfied and the Participant is still serving as a director of the
Company:



	 	 	 
	Anniversary of Date of Grant

	 	Shares Vested
	 

	 	 
	October  9, 2008


	 	2,000


	 
	October  9, 2009


	 	2,000


	 
	October  9, 2010


	 	2,000


	 
	October  9, 2011


	 	2,000


	 
	October  9, 2012

	 	2,000






 










 





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     The foregoing vesting schedule notwithstanding, if (i) the service of the Participant as a
director of the Company terminates by reason of the Participant’s Disability or death or (ii) there
shall occur (x) a Change in Control, (y) a merger or consolidation of the Company with or into
another corporation or other entity as a result of which persons and entities who, immediately
prior to the consummation thereof, beneficially owned a majority of the voting stock of the
corporation no longer beneficially own such a majority immediately following the consummation
thereof, or (z) a sale of all or substantially all of the assets of the Company in a single
transaction or series of related transactions or (iii) persons who were directors of the Company on
the date hereof cease to constitute at least a majority of the members of the Company’s Board of
Directors (provided that, for purposes of this clause (iii) any person who becomes a member of the
Company’s Board of Directors after the date hereof whose election, appointment or nomination for
election or appointment thereto was approved by the vote of at least a majority of the then
incumbent Board of Directors shall be considered a member of the Board of Directors on the date
hereof), all Shares or portions thereof not yet vested shall become immediately vested.



          3. Forfeiture. If the Shares have not vested in accordance with the vesting criteria
set forth in Section 2 and the Participant’s service as a director of the Company terminates for
any reason, the Shares (and any dividends or other distributions related to such Shares) shall be
forfeited to the Company.



          4. Legend. Each share certificate representing the Shares shall bear a legend
indicating that such Shares are “Restricted Stock” and are subject to the provisions of this
Agreement and the Plan.



          5. General Restrictions on Issuance of Stock Certificates. The Company shall not be
required to deliver any certificate representing the Shares until it has been furnished with such
opinions, representations or other documents as it may deem necessary or desirable, in its
discretion, to ensure compliance with any law or any rules of the Securities and Exchange
Commission or any other governmental authority having jurisdiction under the Plan or over the
Company, the Participant, or the Shares or any interests granted thereunder.



          6. Rights as Shareholder. Except for the dividend and distribution restrictions
described below, and the transfer and other restrictions set forth elsewhere in this Agreement and
in the Plan, the Participant, as record holder of the Shares, shall possess all the rights of a
holder of the Company’s Common Stock, including voting, dividend and other distribution rights,
provided, however, that prior to vesting the certificates representing the Shares, as well as any
dividends or other distributions with respect to such Shares, shall be held by the Company for the
benefit of the Participant. Any distributions with respect to the Shares in the form of capital
stock shall be treated as Restricted Stock in the same manner as the Shares. If any Shares do not
vest and are forfeited to the Company, then any capital stock distributed with respect to such
Shares, as well as any other dividends or other distributions with respect to such Shares, shall
also be forfeited to the Company. Upon forfeiture of any Shares, the Participant agrees to deliver
promptly to the Company certificates representing such Shares together with a stock power executed
in blank covering such Shares (and covering any capital stock distributed with respect to such
Shares). The stock power with respect to any forfeited Shares shall be



 









 




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completed in the name of the Company by an officer of the Company and the forfeited Shares
shall be returned to treasury.



          7. Transferability — Restricted Share Certificates. The Shares may not be sold,
transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated until they
become vested in accordance with Section 2 of this Agreement and then only to the extent permitted
under this Agreement and applicable securities laws. Prior to vesting, all rights with respect to
the Restricted Stock granted to a Participant under the Plan shall be available, during such
Participant’s lifetime, only to such Participant.



          8. No Service Rights. Neither the Plan nor this award shall confer upon the
Participant any right with respect to continuance of service as a director of the Company nor shall
they interfere in any way with the right of the Company to terminate the Participant’s service as a
director in accordance with the Company’s certificate of incorporation or by-laws.



          9. Section 83(b) Election. The Participant may elect, within 30 days of the Date of
Grant pursuant to Section 83(b) of the Internal Revenue Code, to include in his or her gross income
the fair market value of the Shares covered by this Agreement in the taxable year of grant. The
election must be made by filing the appropriate notice with the Internal Revenue Service within 30
days of the Date of Grant. If the Participant makes this election, the Participant shall promptly
notify the Company by submitting to the Company a copy of the election notice filed with the
Internal Revenue Service.



          10. Adjustment of Shares. As provided by the Plan, in the event of any change in the
Common Stock of the Company by reason of any stock dividend, stock split, recapitalization,
reorganization, merger, consolidation, split-up, combination, or exchange of Shares, or any similar
change affecting the Common Stock, the Shares shall be adjusted automatically consistent with such
change to prevent substantial dilution or enlargement of the rights granted to, or available for,
the Participant.



          11. Coordination with Plan. Terms used herein that are defined in the Plan shall have
the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this
Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the
conflicting terms herein.



          12. Notices. All notices to the Company shall be in writing and sent to the Company’s
Secretary at the Company’s offices, Lexington Precision Corporation, 800 Third Avenue, New York,
NY 10022 or to such other person and/or address as the Company may provide by notice to
Participant. Notices to the Participant shall be addressed to the Participant at the Participant’s
address as it appears on the Company’s records.



 









 




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     IN WITNESS WHEREOF, the Company and the Participant have caused this Restricted Stock
Agreement to be executed on the date set forth opposite their respective signatures, it being
further understood that the Date of Grant may differ from the date of signature.



	 	 	 	 	 
	Dated:      October 9, 2007                     	LEXINGTON PRECISION CORPORATION

 	 
	 	By:  	/s/ Michael A. Lubin
 	 
	 	 	Name:  	Michael A. Lubin 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	Dated:      October 23, 2007                    	PARTICIPANT

 	 
	 	By:  	/s/ Joseph A. Pardo
 	 
	 	 	Name:  	Joseph A. Pardo 	 
	 	 	 	 



 









 





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SCHEDULE I VESTING CONDITIONS AND PERFORMANCE GOALS




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