exh10_71.htm


    
      Exhibit
10.71

      


      MAXXAM
INC.

      RESTRICTED
STOCK AGREEMENT

      


      Restricted Stock Agreement (the
"Agreement") effective as of December 13, 1999, between MAXXAM Inc., a Delaware
corporation (the "Company"), and Charles E. Hurwitz (the
"Participant").

      


      The Company maintains the MAXXAM 1994
Omnibus Employee Incentive Plan (the "Plan"), which is incorporated into and
forms a part of this Agreement, and the Participant has been selected by the
162(m) Compensation Committee (the "Committee") of the Board of Directors (the
"Board") of the Company to receive a Restricted Stock award (the "Award") based
on the Participant's performance.

      


      The Award shall be subject to the terms
and conditions of the Plan and those set forth below, including the continued
employment of the Participant with the Company.

      


      In consideration of the Award, the
Participant is willing to accept the Award provided in this Agreement and is
willing to abide by the obligations imposed under this Agreement and the
Plan.

      


      In consideration of the premises and
the mutual agreements set forth below, the parties hereto agree as
follows:

      


      1.           Grant
of Award.  The Company hereby grants to the Participant a total of
256,808 shares of common stock, par value $.50 per share, of the Company (the
"Stock"), subject to the restrictions described below. This Award is made as of
the date first set forth above (the "Grant Date"). Within 90 days of the Grant
Date, a stock certificate representing the number of shares of Stock awarded to
the Participant pursuant to this Agreement shall be delivered to the
Participant.

      


      2.           Lapse
of Restricted Period.  The period during which the Stock is subject to
forfeiture and restrictions on transferability, each as described herein (the
"Restricted Period"), shall commence on the Grant Date and shall lapse with
respect to the Stock on the earlier of: (a) the 15th anniversary of the Grant
Date, (b) the death of the Participant or (c) the permanent and total disability
of the Participant. The Restricted Period shall not lapse under any other
circumstances, including upon a change in control of the Company or the sale,
lease, transfer, conveyance or other disposition, in one or a series of related
transactions, of all or substantially all of the assets of the Company or the
merger, consolidation, reorganization, liquidation or dissolution of the
Company.

      


      3.           Rights
as a Shareholder.  Except for the restrictions set forth herein, the
Participant shall have all the rights of a shareholder with respect to Stock,
including, without limitation, the right to vote the Stock.

      


      4.           Nontransferability.  No
shares of the Stock may be assigned, sold, transferred, pledged, hypothecated or
otherwise encumbered by the Participant during the Restricted Period, except as
hereinafter provided.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      5.           Restrictive
Legend.  Any certificate issued to the Participant in respect of
shares of the Stock shall be registered in the name of the Participant and shall
bear the following (or similar) legend:

      


      
        	
                 
      

              	
                “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE "CONTROL" SECURITIES
      BECAUSE OF THE POSITION THE HOLDER HAS WITH THE COMPANY AS AN AFFILIATE.
      AS SUCH, THEY MAY NOT BE OFFERED OR SOLD, AND NO TRANSFER OF THEM MAY BE
      MADE, UNLESS (1) THEY ARE SOLD IN COMPLIANCE WITH RULE 144 OF THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (2) THE HOLDER IS NO LONGER AN
      AFFILIATE OF THE COMPANY. FURTHER, THE TRANSFER OF THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF THE
      MAXXAM 1994 OMNIBUS EMPLOYEE INCENTIVE PLAN. A COPY OF SUCH PLAN WILL BE
      FURNISHED TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
      CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED
      OFFICE."

              


      

      


      6.           Death,
Disability or Termination of Employment.  If the Participant ceases to
be in the employ of the Company at any time during the Restricted Period by
reason of death or permanent disability, the Restricted Period covering all
shares of the Stock shall immediately lapse. If the Participant ceases to be in
the employ of the Company at any time during the Restricted Period for any
reason other than his death or permanent disability, all shares of the Stock
shall revert back to the Company, effective on the date of such
termination.

      


      7.           Issuance
of New Certificates.  Upon the lapse of the Restricted Period with
respect to any shares of the Stock, such shares shall no longer be subject to
the restrictions imposed under this Agreement, and the Company shall issue or
have issued new share certificates without the legend described in Section 5 of
this Agreement in exchange for those previously issued.

      


      8.           Taxes.  The
Company is authorized to withhold from any payment relating to the Stock, or any
other payment to the Participant, amounts of withholding and other taxes due in
connection with any transaction involving the Stock, and to take such other
action as the Committee may deem advisable to enable the Company and the
Participant to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to the Stock. This authority shall include
authority to withhold or receive shares of stock of the Company or other
property, including cash, from the Participant and to make cash payments in
respect thereof in satisfaction of the Participant's tax
obligations.

      


      9.           Adjustments.  The
Stock shall be subject to the same adjustment, if any, accorded to all other
outstanding shares of Company common stock in the event of (i) any change in the
total number of shares of Company common stock outstanding or the number or kind
of securities into which such shares of Company common stock have been
converted, (ii) any reorganization or change in the Company's capital structure,
or (iii) any other transaction or event having an effect similar to the
foregoing.

      


      10.           No
Right to Continued Status as Employee.  No provision in this Agreement
shall be construed (i) to confer upon the Participant the right to remain in the
employ of the Company or (ii) to interfere in any way with the right and
authority of the Company, either to increase or decrease the compensation
of the Participant at any time or to terminate any employment, service or other
relationship between the Company and the Participant.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      11.           Compliance
with Legal and Exchange Requirements.  Notwithstanding any other
provision of this Agreement, the Company shall not be required to deliver any
shares of Stock or Company common stock under this Agreement if the delivery of
such shares would constitute a violation by the Participant or by the Company of
any provision of any law or regulation of any governmental authority, including,
without limitation, any federal or state securities laws or regulations.
Notwithstanding any other provision of this Agreement, if at any time the
Company shall determine, in its sole discretion, that the listing, registration
or qualification of any shares of the Stock or Company common stock upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the delivery of shares of stock hereunder,
the Stock shall not vest in whole or in part unless the listing, registration,
qualification, consent or approval has been effected or obtained free of any
conditions not acceptable to the Company. Specifically with respect to the
Securities Act of 1933, as amended (the "Act"), unless a registration statement
under the Act is in effect with respect to the shares of Stock covered by this
Agreement, the Company shall not be required to deliver such shares of Stock
unless the Company has received evidence satisfactory to it that the Participant
may acquire the shares of Stock pursuant to an exemption from registration under
the Act. These determinations by the Company shall be final, binding and
conclusive. Notwithstanding any other provision of this Agreement, as to any
jurisdiction that expressly imposes the requirement that the Stock shall not
vest unless and until registered or subject to an available exemption from
registration, the vesting of the Stock (under circumstances in which the laws of
the jurisdiction apply) shall be deemed conditional upon the effectiveness of
the registration or the availability of the exemption.

      


      12.           Participant
Bound by Plan.  Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company. Any term defined in the Plan shall have the same
meaning in this Agreement. In the event of any conflict between the provisions
of this Agreement and the Plan, the provisions of the Plan shall
control.

      


      13.           Governing
Law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the conflict of
laws principles thereof.

      


      14.           Administration.  The
authority to manage and control the operation and administration of this
Agreement shall be vested in the members of the Committee as of the Grant Date,
and only such members shall have the power and authority, in their sole
discretion, to waive or eliminate any of the restrictions to which the Stock is
subject. Any interpretation of this Agreement by such Committee members and any
decision made by them with respect to the Agreement is final and binding. Should
either of the members of the Committee as of the Grant Date (singly or jointly)
cease to be a member of the Committee at any time during the Restricted Period,
such members shall continue to manage and control the operation and
administration of this Agreement. Further, should only one of such members of
the Committee as of the Grant Date survive or be solely competent to manage or
administer this Agreement during the Restricted Period, such surviving competent
member shall
solely continue to manage and administer this Agreement. Notwithstanding
anything to the contrary provided for in this Agreement, in the event that both
such Committee members shall be unwilling or unable to act as set forth in this
Section 14, no elimination of any of the restrictions to which the Stock is
subject shall be valid without the affirmative vote of the holders of a majority
of the shares of voting stock of the Company held by persons other than holders
that are affiliates of the Participant. The term "affiliates" shall have the
meaning set forth in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      15.           Benefits.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto.
This Agreement is for the sole benefit of the parties hereto and not for the
benefit of any other party.

      


      16.           Severability.  If
any provision of this Agreement shall be determined to be illegal and
unenforceable by any court of law, such provision shall be enforced to the
maximum extent possible and the remaining provisions shall be severable and
enforceable in accordance with their terms.

      


      17.           Amendments.  No
modification, amendment or waiver or any provision of this Agreement shall be
effective unless it is in writing and signed by the parties hereto.

      


      18.           Counterparts.  This
Agreement may be executed in counterparts, each of which shall constitute one
and the same instrument.

      


      19.           Entire
Agreement.  This Agreement and all determinations, decisions, actions
and interpretations of the Committee pursuant hereto, constitute the entire
agreement between the parties hereto with respect to the Award, and supercede
all prior oral or written agreements, commitments or
understandings.

      


      IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed as of March 1, 2000, to be effective as of
December 13, 1999.

      


      


      
        	 
      	 
      	
                MAXXAM
      INC.

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Bernard L. Birkel

              
	 
      	 
      	
                Name:

              	
                Bernard
      L. Birkel

              
	 
      	 
      	
                Title:

              	
                Secretary

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                /s/
      Charles E. Hurwitz

              	 
      	 
      
	
                Charles
      E. Hurwitz