EX-10.1



 Exhibit 10.1 

AMERICAN PACIFIC CORPORATION 

2008 STOCK INCENTIVE PLAN 

NOTICE OF RESTRICTED STOCK PERFORMANCE AWARD 
  

					
	Grantee’s Name and Address:	  	 	  	
			
		  	 	  	
			
		  	 	  	

 You (the “Grantee”) have been granted shares of Common Stock of the of the Company (the
“Award”), subject to the terms and conditions of this Notice of Restricted Stock Performance Award (the “Notice”), the American Pacific Corporation 2008 Stock Incentive Plan (the “Plan”), as amended from time to time,
and the Restricted Stock Performance Award Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice. 

 

					
	Date of Award:	  	 	  	
			
	Performance Period Commencement Date:	  	 	  	

  

					
	 Total Number of Shares
of Common
 Stock Awarded (the “Shares”):
	  	 Return on Capital Employed Goal for

the two years ended [date]:
	  	
	 	 	
	 	  	 	  	
	 	 	
	 	  	 	  	
	 	 	
	 	  	 	  	

 Subject to the other limitations set forth in this Notice, the Plan and the Agreement, the Shares will vest
following the earlier of (i) the last day of the second fiscal year following the Performance Period Commencement Date (two fiscal year performance period), provided that the Return on Capital Employed Goal as set forth above has been met
(“Normal Vesting”), or (ii) the date of an Acceleration Event (“Accelerated Vesting”), Vesting shall be accelerated and the Return on Capital Employed Goal will be deemed to have been met regardless of the Company’s
actual performance upon (a) the Grantee’s termination of Continuous Service due to (i) an involuntary termination by the Company of the Grantee’s Continuous Service for a reason other than Cause, or (ii) a voluntary
termination by the Grantee for Good Reason, or (b) notwithstanding the provisions of Section 11 of the Plan, the occurrence of a Corporate Transaction or Change in Control, each an “Acceleration Event”. 

For purposes of this Notice and the Agreement, the term “vest” shall mean, with respect to any Shares, that such Shares are no
longer subject to forfeiture to the Company. Shares that have not vested are deemed “Restricted Shares.” If the Grantee would become vested in a fraction of a Restricted Share, such Restricted Share shall not vest until the Grantee becomes
vested in the entire Share. 

  
 1 








 During any leave of absence authorized by the Company; the vesting of the Shares shall be
suspended after the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then (a) the Grantee’s Continuous Service shall be deemed to terminate on the
first date following such six-month period and (b) the Grantee will forfeit the Shares, unless such termination of Continuous Service occurs as a result of any of the events described in (ii) in the preceding paragraph. An authorized leave
of absence shall include sick leave, military leave, or other bona fide leave of absence (such as temporary employment by the government). 

For purposes of this Agreement, “Good Reason” shall mean any of the following events occurring without the Grantee’s consent:
(i) a material reduction in the Grantee’s job responsibilities, provided that neither a mere change in title alone nor reassignment to a position that is substantially similar to the position held prior to the sale of a majority of the
Company’s shares shall constitute a material reduction in job responsibilities; (ii) relocation by the Company or an affiliate of the Company, as appropriate, of the Grantee’s work site to a facility or location more than fifty
(50) miles from the Grantee’s principal work site for the Company; or (iii) a material reduction in the Grantee’s then-current base salary by at least twenty percent (20%), provided that an across-the-board reduction in the
salary level of other employees in positions similar to the Grantee’s by a similar percentage amount as part of a general salary level reduction shall not constitute such a salary reduction; provided, that the Grantee’s Termination of
Continuous Service shall be considered for “Good Reason” only if (i) the Grantee provides written notice to the Company of the Good Reason within fifteen (15) days of the initial occurrence of the event constituting Good Reason;
(ii) provides the Company with a period of thirty (30) days to cure the event constituting Good Reason; (iii) the Company fails to cure the Good Reason within that period; and (iv) the Grantee has a Termination of Continuous
Service within thirty (30) days of the expiration of such cure period. 
 In the event of the Grantee’s change in status from
Employee to any other status of Director or Consultant, and the Shares have not vested by means of Normal Vesting or Accelerated Vesting, the Shares shall be forfeited. Except as provided otherwise above, in the event the Grantee’s Continuous
Service is terminated for any reason, including retirement, voluntary departure without reason, death or Disability, any Shares held by the Grantee immediately following such termination of Continuous Service shall be deemed reconveyed to the
Company and the Company shall thereafter be the legal and beneficial owner of the Shares and shall have all rights and interest in or related thereto without further action by the Grantee. 

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and
conditions of this Notice, the Plan and the Agreement. 
  

			
	 American Pacific Corporation,
 a
Delaware corporation

		
	By: 	 	 


 
			
		
	Title: 	 	 









 THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE
GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT NOR THE PLAN SHALL CONFER UPON THE
GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE AT ANY TIME, WITH
OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. 

The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the
Agreement shall be resolved by the Administrator in accordance with Section 11 of the Agreement. The Grantee further agrees to the venue selection in accordance with Section 12 of the Agreement. The Grantee further agrees to notify the
Company upon any change in the residence address indicated in this Notice. 
  

									
					
	Dated:  	 	 	 		 	Signed:  	 	 








 AMERICAN PACIFIC CORPORATION 

2008 STOCK INCENTIVE PLAN 

RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT 

1.     Issuance of Shares. American Pacific Corporation, a Delaware corporation (the “Company”),
hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Performance Award (the “Notice”), the Total Number of Shares of Common Stock Awarded set forth in the Notice (the “Shares”), subject
to the Notice, this Restricted Stock Performance Award Agreement (the “Agreement”) and the terms and provisions of the Company’s 2008 Stock Incentive Plan (the “Plan”), as amended from time to time, which are incorporated
herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. All Shares issued hereunder will be deemed issued to the Grantee as fully paid and nonassessable shares, and
the Grantee will have the right to vote the Shares at meetings of the Company’s stockholders. The Company shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to the Grantee hereunder. 

2.     Transfer Restrictions. The Shares issued to the Grantee hereunder may not be sold, transferred by gift,
pledged, hypothecated, or otherwise transferred or disposed of by the Grantee prior to the date when the Shares become vested by means of Normal Vesting or Accelerated Vesting as defined in the Notice. Any attempt to transfer Restricted Shares in
violation of this Section 2 will be null and void and will be disregarded. 
 3.     Escrow of Stock.
For purposes of facilitating the enforcement of the provisions of this Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an Assignment Separate from
Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long
as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the
objectives of this Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated
authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees that the Restricted Shares may be held electronically in a book entry
system maintained by the Company’s transfer agent or other third party and that all the terms and conditions of this Section 3 applicable to certificated Restricted Shares will apply with the same force and effect to such electronic method
for holding the Restricted Shares. The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow
holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Restricted Shares, the escrow holder will, without further order or instruction, transmit to
the Grantee the certificate evidencing such Shares; provided, however, that no transmittal of certificates evidencing the Shares will occur unless and until the Grantee has satisfied all Tax Withholding Obligations (as defined in
Section 5(c) below). 








	 	4.	Additional Securities and Distributions. 

 (a) Any securities or cash received (other
than a regular cash dividend) as the result of ownership of the Restricted Shares (the “Additional Securities”), including, but not by way of limitation, warrants, options and securities received as a stock dividend or stock split, or as a
result of a recapitalization or reorganization or other similar change in the Company’s capital structure, shall be retained in escrow in the same manner and subject to the same conditions and restrictions as the Restricted Shares with respect
to which they were issued, including, without limitation, the Vesting Schedule set forth in the Notice. The Grantee shall be entitled to direct the Company to exercise any warrant or option received as Additional Securities upon supplying the funds
necessary to do so, in which event the securities so purchased shall constitute Additional Securities, but the Grantee may not direct the Company to sell any such warrant or option. If Additional Securities consist of a convertible security, the
Grantee may exercise any conversion right, and any securities so acquired shall constitute Additional Securities. In the event of any change in certificates evidencing the Shares or the Additional Securities by reason of any recapitalization,
reorganization or other transaction that results in the creation of Additional Securities, the escrow holder is authorized to deliver to the issuer the certificates evidencing the Shares or the Additional Securities in exchange for the certificates
of the replacement securities. 
 (b) The Company shall disburse to the Grantee all regular cash dividends with respect to the Shares and
Additional Securities (whether vested or not), less any applicable withholding obligations. 
  

	 	5.	Taxes. 

 (a) No Section 83(b) Election. As a condition to receiving the
Shares, the Grantee agrees to refrain from making an election pursuant to Section 83(b) of the Code with respect to the Shares. 
 (b)
Tax Liability. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations
that arise in connection with the Award. Neither the Company nor any Related Entity makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or payment of the Award or the subsequent sale of
Shares subject to the Award. The Company and its Related Entities do not commit and are under no obligation to structure the Award to reduce or eliminate the Grantee’s tax liability. 

(c) Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting) that the Company determines may
result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any employment tax obligation (the “Tax Withholding Obligation”), the Grantee must arrange for the satisfaction of the minimum
amount of such Tax Withholding Obligation in a manner acceptable to the Company. 







 (i)     By Share Withholding. The Grantee authorizes the Company
to, upon the exercise of its sole discretion, withhold from those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the withheld Shares
may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount
of the Tax Withholding Obligation that is not satisfied by the withholding of Shares described above. 
 (ii)    By
Sale of Shares. Unless the Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction and
authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be
appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable.
The Grantee will be responsible for all broker’s fees and other costs of sale, and the Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds
of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any
particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable,
including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above. 

(iii)   By Check, Wire Transfer or Other Means. At any time not less than five (5) business days (or such
fewer number of business days as determined by the Administrator) before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company an
amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other
means as specified from time to time by the Administrator. 
 (iv)   Notwithstanding the foregoing, the Company also may
satisfy any Tax Withholding Obligation by offsetting any amounts (including, but not limited to, salary, bonus and severance payments) due to the Grantee by the Company. 

6.     Stop-Transfer Notices. In order to ensure compliance with the restrictions on transfer set forth in
this Agreement, the Notice or the Plan, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in
its own records. The Company may issue a “stop transfer” instruction if the Grantee fails to satisfy any Tax Withholding Obligations. 







 7.     Refusal to Transfer. The Company shall not be required
(i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so transferred. 
 8.     Restrictive
Legends. The Grantee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or by state or federal securities laws: 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
RESTRICTED BY THE TERMS OF THAT CERTAIN RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT BETWEEN THE COMPANY AND THE NAMED STOCKHOLDER. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 9.     Entire Agreement: Governing Law. The Notice, the
Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. These agreements are to be construed in accordance with and governed by the internal laws of the State of
Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. Should any provision of the
Notice or this Agreement be determined to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. 

10.   Construction. The captions used in the Notice and this Agreement are inserted for convenience and shall not be
deemed a part of the Award for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise. 
 11.   Administration and Interpretation. Any question or
dispute regarding the administration or interpretation of the Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final
and binding on all persons. 
 12.   Venue. The parties agree that any suit, action, or proceeding arising out of or
relating to the Notice, the Plan or this Agreement shall be brought in the United States District Court for the District of Nevada -Las Vegas (or should such court lack jurisdiction to hear such 







 
action, suit or proceeding, in a Nevada state court in the County of Clark) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest
extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If anyone or more provisions of this Section 12 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable. 

13.   Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees
prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party. 

END OF AGREEMENT 







 EXHIBIT A 

RETURN ON CAPITAL EMPLOYED “ROCE” CRITERIA 

“Return on Capital Employed” or “ROCE” is the ratio of “Adjusted Net Income” over “Capital Employed” as determined by
the Administrator in its reasonable discretion for the Performance Period with respect to any Restricted Stock Performance Award. ROCE shall be computed on a consolidated basis for the Company. 

The “Performance Period” with respect to any Restricted Stock Performance Award is (i) the two-year period ending on the last day of the fiscal
year following the Performance Period Commencement Date. 
 “Adjusted Net Income” is the average of net income of the Company for each of the two
fiscal years in the Performance Period, adjusted (i) to exclude interest expense and other financing related costs, net of tax, and (ii) to take into account other adjustments consistent with the definition of Adjusted EBITDA as applied
for the Annual Incentive Compensation Plan, (e.g. remediation charges). 
 “Capital Employed” is the average assets less current liabilities of
the Company over the Performance Period, excluding (a) cash, (b) assets and current liabilities associated with financing activities (e.g. debt issue costs, accrued interest, loans payable, and similar items), and (c) deferred tax
assets or current liabilities associated with items of Accumulated Other Comprehensive Income (Loss) on the Company’s balance sheet.