ex10-a.htm


                                                           Exhibit
10.1

     

    SUPERIOR
INDUSTRIES INTERNATIONAL, INC.

    2008
EQUITY INCENTIVE PLAN

    


    


    NOTICE OF
GRANT

    AND

    RESTRICTED
STOCK AGREEMENT

    


    You have
been granted the number of Common Shares of Restricted Stock of Superior
Industries International, Inc. (the “Company”), as set forth below (“Common Shares”),
subject to the terms and conditions of the Superior Industries International,
Inc. 2008 Equity Incentive Plan (“Plan”), and this
Notice of Grant and Restricted Stock Agreement including the attachments hereto
(collectively, “Notice
and Agreement”).  Unless otherwise defined in the Notice and
Agreement, terms with initial capital letters shall have the meanings set forth
in the Plan.

    


    
      	
              Participant:

            	 
      
	
               

              Number
      of Common Shares of Restricted Stock Granted:

            	 
      
	
              Grant
      Date:

            	
              May
      14, 2010

            
	
              Vesting
      Schedule:

            	
              Vesting
      Date

            	
              Vesting
      Percentage

            
	
              May
      14, 2011

            	
              25%

            
	
              May
      14, 2012

            	
              25%

            
	
              May
      14, 2013

            	
              25%

            
	
              May
      14, 2014

            	
              25%

            
	
              Notwithstanding
      the foregoing Vesting Schedule, all Common Shares granted under this
      Notice and Agreement shall become immediately vested upon a Change in
      Control of the Company.

            
	
              Release
      Schedule:

            	
              Release
      Date

            	
              Released
      Percentage

            
	 
      	
              May
      14, 2011

            	
              12.5%

            
	 
      	
              May
      14, 2012

            	
              12.5%

            
	 
      	
              May
      14, 2013

            	
              12.5%

            
	 
      	
              May
      14, 2014

            	
              12.5%

            
	 
      	
              May
      14, 2020

            	
              50%

            
	 
      	
              Notwithstanding
      the foregoing Release Schedule, all vested Common Shares granted under
      this Notice and Agreement shall be released immediately if the Participant
      has ceased Continuous Status as an Employee, Consultant or Director for
      any reason (including due to Participant’s death, disability or
      retirement).

            


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    By
signing below, you accept this grant of Common Shares and you hereby represent
that you: (i) agree to the terms and conditions of this Notice and Agreement and
the Plan; (ii) have reviewed the Plan and the Notice and Agreement in their
entirety, and have had an opportunity to obtain the advice of legal counsel
and/or your tax advisor with respect thereto; (iii) fully understand and accept
all provisions hereof; (iv) agree to accept as binding, conclusive, and final
all of the Administrator’s decisions regarding, and all interpretations of, the
Plan and the Notice and Agreement; and (v) agree to notify the Company upon any
change in your notice address indicated below.

     

    
      	
              AGREED
      AND ACCEPTED:

               

            
	
               

              Signature:

            	 
      
	
               

              Print
      Name:

            	 
      
	
              Notice
      Address:

            	 
      
	 
      	 
      


    

    
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SUPERIOR
INDUSTRIES INTERNATIONAL, INC.

    2008
EQUITY INCENTIVE PLAN

    


    RESTRICTED STOCK
AGREEMENT

    


    1.           Grant of Restricted
Stock.  The Company has granted to you the number of Common
Shares of Restricted Stock specified in the Notice of Grant on the preceding
pages (“Notice of
Grant”), subject to the following terms and conditions.  In
consideration of such grant, you agree to be bound by such terms and conditions,
and by the terms and conditions of the Plan.

    


    2.           
Period of Restriction
and Vesting.  During the Period of Restriction specified in the
Notice of Grant, the Common Shares shall remain in the Company’s possession and
shall be subject to the Restriction on Transfer specified in Section
4.  The Period of Restriction shall expire as to the Common Shares
granted in the amount(s) and on the date(s) specified in the Notice of Grant
(each, a “Release
Date”).  On each such Release Date, the Common Shares released
shall be distributed to the Participant as soon as reasonably
practicable.  Prior to the Vesting Date(s) specified in the Notice of
Grant, the Common Shares shall be subject to the Company’s Return Right and
shall be defined in this Agreement as “Unvested Common
Shares.”

    


    3.           Return of Unvested Common
Shares Stock to Company.  If Participant ceases Continuous
Status as an Employee, Consultant or Director for any reason (a “Return Event”), the
Company shall become the legal and beneficial owner of the Unvested Common
Shares and all rights and interests therein or relating thereto, and the Company
shall have the right to retain and transfer such Unvested Common Shares to its
own name.  The Participant shall continue to own any Common Shares
subject to the terms of the Plan and this Notice and Agreement with respect to
which the Participant has Continuous Status as an Employee, Consultant or
Director through the vesting date specified in the Notice of Grant for such
Common Shares.

    


    4.           Restriction on
Transfer. Except for the transfer of the Common Shares to the Company or
its assignees contemplated by this Notice and Agreement, none of the Common
Shares or any beneficial interest therein shall be transferred, encumbered or
otherwise disposed of in any way until the Release Date for such Common Shares
set forth in this Notice and Agreement. In addition, as a condition to any
transfer of the Common Shares after such Release Date, the Company may, in its
discretion, require: (i) that the Common Shares shall have been duly listed upon
any national securities exchange or automated quotation system on which the
Company's Common Stock may then be listed or quoted; (ii) that either (a) a
registration statement under the Securities Act of 1933, as amended (“Securities Act”) with
respect to the Common Shares shall be effective, or (b) in the opinion of
counsel for the Company, the proposed purchase shall be exempt from registration
under the Securities Act and the Participant shall have entered into agreements
with the Company as reasonably required; and (iii) fulfillment of any other
requirements deemed necessary by counsel for the Company to comply with
Applicable Law.

     
 

    5.           Retention of Common
Shares.  The Unreleased Common Shares granted under this
Agreement may be retained by the Company in the form of a book entry or actual
share certificates.  To ensure the availability for delivery of the
Participant's Unreleased Common Shares upon their return to the Company pursuant
to this Notice and Agreement, the Company shall retain possession of the share
certificates representing the Unreleased Common Shares, together with a stock
assignment duly endorsed in blank, attached hereto as Exhibit
A.  The Company shall hold the Unreleased Common Shares and
related stock assignment until the Release Date for such Common Shares. In
addition, the Company may require the spouse of Participant, if any, to execute
and deliver to the Company the Consent of Spouse in the form attached hereto as
Exhibit
B.  When a Return Event or Release Date occurs, the Company
shall promptly deliver the certificate for the applicable Common Shares to the
Company or to the Participant, as the case may be.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           Stockholder
Rights.  Subject to the terms hereof, the Participant shall
have all the rights of a stockholder with respect to the Common Shares while
they are retained by the Company pursuant to Section 5, including without
limitation, the right to vote the Common Shares and to receive any cash
dividends declared thereon. If, from time to time prior to the Release Date,
there is (i) any stock dividend, stock split or other change in the Common
Shares, or (ii) any merger or sale of all or substantially all of the assets or
other acquisition of the Company, any and all new, substituted or additional
securities to which the Participant shall be entitled by reason of the
Participant's ownership of the Common Shares shall be immediately subject to the
terms of this Notice and Agreement and included thereafter as “Common Shares”
for purposes of this Notice and Agreement.

    


    7.           Legends.  The
share certificate evidencing the Common Shares, if any, issued hereunder shall
be endorsed with the following legend (in addition to any legend required under
applicable state securities laws):

    


    
      	
               
      

            	
              “THE
      COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
      RESTRICTIONS UPON TRANSFER, AND OBLIGATIONS TO RETURN TO THE COMPANY, AS
      SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF
      WHICH IS ON FILE WITH THE SECRETARY OF THE
  COMPANY.”

            


    

    


    8.           U.S. Tax
Consequences.  The Participant has reviewed with the
Participant's own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Notice
and Agreement.  The Participant is relying solely on such advisors and
not on any statements or representations of the Company or any of its employees
or agents. The Participant understands that the Participant (and not the
Company) shall be responsible for the Participant's own tax liability that may
arise as a result of the transactions contemplated by this Notice and Agreement.
The Participant understands that for U.S. taxpayers, Section 83 of the Internal
Revenue Code of 1986, as amended (the "Code"), taxes as
ordinary income the difference between the purchase price for the Common Shares,
if any, and the fair market value of the Common Shares as of the date any
restrictions on the Common Shares lapse, i.e., the vesting date.  In
this context, “restriction” includes the right of the Company to the return of
the Common Shares upon a Return Event. The Participant understands that if
he/she is a U.S. taxpayer, the Participant may elect to be taxed at the time the
Common Shares are awarded as Restricted Stock rather than when and as the Return
Right expires by filing an election under Section 83(b) of the Code with the IRS
within 30 days from the date of acquisition. The form for making this election
is attached as Exhibit
C hereto.

    


    THE
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), IF
APPLICABLE.

    


    9.           Withholding.  No later than the
date as of which an amount first becomes includible in the gross income of
Participant for federal income tax purposes with respect to any shares subject
to this restricted stock award, Participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, all federal,
state and local income and employment taxes that are required by applicable laws
and regulations to be withheld with respect to such
amount.  Participant authorizes the Company to withhold from his or
her compensation to satisfy any income and employment tax withholding
obligations in connection with the award.  If Participant is no longer
employed by the Company at the time any applicable taxes are due and must be
remitted by the Company, Participant agrees to pay applicable taxes to the
Company, and the Company may delay removal of the restrictive legend until
proper payment of such taxes has been made by
Participant.  Participant may satisfy such obligations under this
paragraph 9 by any method authorized under the Notice and Agreement and the
Plan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.           General.

    


    (a)           This
Notice and Agreement shall be governed by and construed under the laws of the
State of California.  The Notice and Agreement and the Plan, which is
incorporated herein by reference, represent the entire agreement between the
parties with respect to the Common Shares of Restricted Stock granted to the
Participant.  In the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Notice and
Agreement, the terms and conditions of the Plan shall prevail.

    


    (b)           Any
notice, demand or request required or permitted to be delivered by either the
Company or the Participant pursuant to the terms of this Notice and Agreement
shall be in writing and shall be deemed given when delivered personally,
deposited with an international courier service, or deposited in the U.S. Mail,
First Class with postage prepaid, and addressed to the parties at the addresses
set forth in the Notice of Grant, or such other address as a party may request
by notifying the other in writing.

    


    (c)           The
rights of the Company under this Notice and Agreement and the Plan shall be
transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. The rights and obligations of the Participant
under this Notice and Agreement may only be assigned with the prior written
consent of the Company.

    


    (d)           The
Participant agrees upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this Notice and
Agreement.

    


    (e)           Participant
acknowledges and agrees that the common shares granted pursuant to this
agreement shall be earned only by continuing service as an employee, consultant
or director, and not through the act of being hired, appointed or obtaining
common shares hereunder.

    


    11.           Return of Signed
Agreement.  This Notice and Agreement (including Exhibits) must
be signed by Participant and received by Solium Capital LLC, Attention: Jessica
Muscat, no later than the close of business on July 14, 2010.  In the
event that this Notice and Agreement is not signed by Participant and received
by Solium Capital LLC, the Common Stock granted hereunder shall be canceled
immediately and Participant shall forfeit all rights hereunder.

    


    


    #####


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    ASSIGNMENT SEPARATE FROM
CERTIFICATE

    


    


    FOR VALUE
RECEIVED I, ___________________________________, hereby sell, assign and
transfer unto _______________________________________(__________) Common Shares
of Superior Industries International, Inc. standing in my name of the books of
said corporation represented by Certificate No. ________ herewith and do hereby
irrevocably constitute and appoint
_________________________________________________________ to transfer the said
stock on the books of the within named corporation with full power of
substitution in the premises.

    


    This
Stock Assignment may be used only in accordance with the Notice of Grant and the
Restricted Stock Agreement between Superior Industries International, Inc. and
the undersigned dated_____________, 20__.

    


    


    Dated:
_______________, 20__

    


    


                                                                                                              Signature:
______________________________

    
                                                    Print
Name: ____________________________

    


    


    INSTRUCTIONS:

    


    Please DO NOT fill in any
blanks other than the signature lines.

    The
purpose of this assignment is to enable the Company to receive the return of the
Common Shares as set forth in the Notice and Agreement, without requiring
additional signatures on the part of the Participant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
B

    


    CONSENT OF
SPOUSE

    


    


    I,
______________________________, spouse of __________________________, have read
and approve the foregoing Notice of Grant and Restricted Stock Agreement (the
“Notice and Agreement”). In consideration of the Company's grant to my spouse of
the Common Shares of Superior Industries International, Inc. as set forth in the
Notice and Agreement, I hereby appoint my spouse as my attorney-in-fact in
respect to the exercise of any rights under the Notice and Agreement and agree
to be bound by the provisions of the Notice and Agreement insofar as I may have
any rights in said Notice and Agreement or any Common Shares issued pursuant
thereto under the community property laws or similar laws relating to marital
property in effect in the state or country of our residence as of the date of
the signing of the foregoing Notice and Agreement.

    


    


    Dated:
_______________, 20___

    


    


                                                                                                     ________________________________________

                                                                                                      Signature of
Spouse

    


                                   Print Name:
______________________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

    EXHIBIT
C

     

    ELECTION UNDER SECTION
83(b)

    OF THE U.S. INTERNAL REVENUE
CODE OF 1986

    


    


    The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended, to include in taxpayer's gross income for the
current taxable year the amount of any compensation taxable to taxpayer in
connection with his or her receipt of the property described below:

    


    1.           The
name, address, taxpayer identification number and taxable year of the
undersigned are as follows:

    


    
      	
              Name:

            	 
      
	
              Spouse:

            	 
      
	
              Taxpayer
      I.D. No.:

            	 
      
	
              Address:

            	 
      
	 
      	 
      
	
              Tax
      Year:

            	 
      


    

    


    2.      The
property with respect to which the election is made is described as follows:
__________________ (________) shares of the common stock (“Common Shares”) of
Superior Industries International, Inc. (the "Company").

    


    3.      The
date on which the property was transferred is ______________, 20__.

    


    4.      The
property is subject to the following restrictions:

    


    The
Common Shares are required to be returned to the Company in the event that the
undersigned ceases to perform services for the Company through certain dates
specified in the Notice of Grant and Restricted Stock Agreement between me and
the Company dated as of May 14, 2010. This right lapses with regard to a portion
of the Common Shares based on my Continued Status as an Employee, Consultant or
Director over time.

    


    5.      The
fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of
such property is:  $______________________.

    


    6.      The
amount (if any) paid for such property is: Zero.

    


    The
undersigned has submitted a copy of this statement to the person for whom the
services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said
property.  The undersigned understands that the foregoing election may
not be revoked except with the consent of the Commissioner.

    


    


    Dated:   ___________________,
20__                                                                _______________________________________

                   Signature of
Taxpayer

    


    The
undersigned spouse of taxpayer joins in this election.

    


    Dated:   ___________________,
20__                                                                _______________________________________

                   Spouse of
Taxpayer