vsto-3312015xexhibit 10-27




	
				
	
	NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

	1.
	The Grant. Vista Outdoor Inc., a Delaware corporation (the “Company”), hereby grants to you, on the terms and conditions set forth in this Restricted Stock Award Agreement (this “Agreement”) and in the Vista Outdoor Inc. 2014 Stock Incentive Plan (the “Plan”), an Award as of ____ (the “Grant Date”) and for _________ shares (the “Restricted Stock”) of common stock of the Company (the “Shares”). All capitalized terms used in this Agreement (including those defined in Appendix A hereto), to the extent not defined, shall have the meaning set forth in the Plan.

	2.
	Restricted Period. The Restricted Stock is subject to the restrictions contained in this Agreement and the Plan for a period (such period during which restrictions apply to the Restricted Stock is the “Restricted Period”) commencing on the Grant Date and ending on the first anniversary of the Grant Date or, if earlier, upon (a) a Change in Control, as provided in Paragraph 4 below, (b) your death, Disability (as defined in Appendix A to this Agreement) or pursuant to a retirement that is approved in the sole discretion of the Board (“Retirement”), as provided in Paragraph 5 below, or (c) as otherwise determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion.

	3.
	Restrictions. The Restricted Stock shall be subject to the following restrictions during the applicable Restricted Period:

	 
	(a) The Restricted Stock shall be subject to forfeiture to the Company as provided in this Agreement and the Plan.

	 
	(b) You may not sell, transfer, pledge or otherwise encumber the Restricted Stock during the applicable Restricted Period. Neither the right to receive the Restricted Stock nor any interest under the Plan may be transferred by you, and any attempted transfer shall be void.

	 
	(c) The Company shall issue the Restricted Stock in your name, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. The Restricted Stock shall be restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is issued, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Restricted Stock. If any certificate is issued, you shall be required to execute and deliver to the Company a stock power relating to the Restricted Stock as a condition to the receipt of this Award.  Upon the vesting of your rights with respect to the Restricted Stock, any stop-transfer order or legend shall be removed from the book-entry credits or certificates evidencing the Shares.

	 
	(d) Any securities or property (other than cash, which shall be paid to you at the same time as other stockholders) that may be issued with respect to the Restricted Stock as a result of any stock dividend, stock split, business combination or other event shall be subject to the restrictions and other terms and conditions contained in this Agreement.

	 
	(e) You shall not be entitled to receive any Restricted Stock prior to the completion of any registration or qualification of the Shares under any federal or state law or governmental rule or regulation that the Company, in its sole discretion, determines to be necessary or advisable.

	4.
	Change in Control. Upon a Change in Control (as defined in Appendix A to this Agreement) prior to the end of the Restricted Period, any outstanding Restricted Stock shall remain outstanding and shall continue to be subject to restrictions in accordance with its terms, without regard to the occurrence of such Change in Control; provided, however, that if  the continuing or surviving company following such Change in Control does not assume or substitute outstanding Restricted Stock for a substantially equivalent award (including, without limitation, with respect to vesting schedule and intrinsic value as of the Change in Control), as determined by the Committee,  the restrictions with respect to any outstanding unvested Restricted Stock shall vest immediately prior to such Change in Control. If at any time following a Change in Control, your service on the Board is terminated by reason of death, Disability or due to your involuntary separation from service at the request of the Company or the Board, the restrictions with respect to any outstanding unvested Restricted Stock shall lapse on the date of such termination of service. 

	5.
	Forfeiture. In the event of your termination of service with the Company, other than by reason of death, Disability or due to your Retirement, prior to the end of the applicable Restricted Period, your rights to any outstanding unvested Restricted Stock shall be immediately and irrevocably forfeited. In the event of your separation from service with the Company by reason of death, Disability or due to your retirement in accordance with the Company’s retirement policy as the in effect, in each case, prior to the end of the applicable Restricted Period, the restrictions with respect to any outstanding unvested Restricted Stock shall lapse and such Restricted Stock shall vest as of the date of such termination of service. Your rights to any Restricted Stock that does not vest pursuant to the preceding sentence shall be immediately and irrevocably forfeited as of the date of such termination of service. 

	6.
	Holding Requirement.  You are generally subject to the Vista Outdoor Inc. stock ownership guidelines for directors as may be approved by the Board from time to time, and you will be required to retain 100% of the net number of Shares delivered to you under the terms of this Agreement until you meet such ownership guidelines.

	7.
	Rights.  Upon issuance of the Restricted Stock, you shall, subject to the restrictions of this Agreement and the Plan, have all of the rights of a stockholder with respect to the Restricted Stock, including the right to vote the Restricted Stock and receive any cash dividends and any other distributions thereon, unless and until you forfeit the Restricted Stock.

	8.
	Income Taxes. You are liable for any federal, state and local income or other taxes applicable upon the grant of the Restricted Stock, the vesting of the Restricted Stock or subsequent disposition of the Shares, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences.













	
				
	9.
	Acknowledgement. This Award shall not be effective until you (a) agree to the terms and conditions of this Agreement and the Plan, and acknowledge receipt of a copy of the summary prospectus relating to the Plan, by accepting this Award in writing below and (b) if the Company requests it, execute and deliver the stock power required by Paragraph 3 above.

	10.
	Successors and Assigns of the Company.  The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

	11.
	Committee Discretion. Subject to the terms of the Plan and this Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.

	12.
	Dispute Resolution. 

	 
	(a) Jurisdiction and Venue. You and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Utah and (ii) the courts of the State of Utah for the purposes of any suit, action or other proceeding arising out of this Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Utah or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Utah. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Utah with respect to any matters to which you have submitted to jurisdiction in this Paragraph 12(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Plan in (i) the United States District Court for the District of Utah or (ii) the courts of the State of Utah, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

	 
	(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.

	 
	(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in Paragraph 12 of this Agreement, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

	13.
	Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three business days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

	 
	If to the Company:

	 
	Vista Outdoor Inc.
Attention: General Counsel 
938 University Park Boulevard, Suite 200 
Clearfield, UT, 84015

	 
	If to you:

	 
	At the address specified in the Company’s records

	14.
	The Plan/Conflicts. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Agreement. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall govern. 

	15.
	Section 409A.

	 
	(a) It is intended that all the compensation and benefits payable pursuant to this Agreement are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).  In the event that any compensation and benefits payable pursuant to this Agreement are determined not to be exempt from Section 409A, it is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

	 
	(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

	 
	(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period.

	16.
	Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  You and the Company hereby agree acknowledge and agree that signatures delivered by facsimile or electronic means (including by fax, email or “pdf”) shall be deemed effective for all purposes.

	2













	
				
	 
	 

	 
	 
	VISTA OUTDOOR INC.

	 
	 
	 

	 
	 
	________________________________________

	 
	 
	Mark W. DeYoung
Chairman & Chief Executive Officer

	 
	 
	 

	 
	 
	 

	 
	 
	ACCEPTED AND AGREED

	 
	 
	 

	 
	 
	____________________________________________

	 
	 
	[Name]

	 
	 
	____________________________________________

	 
	 
	[Date]

	3















	
			
	Vista Outdoor Inc. 2014 Stock Incentive Plan

	 

	Appendix A to Award Agreement

	 

	“Affiliate” means (i) any entity that directly or indirectly through one or more intermediaries, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.

	 

	 “Change Event” means

	 
	 
	 

	 
	(a)
	the acquisition by any “person” (as used in Section 13(d) of the Exchange Act) (a “Person”), corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act) (a “Group”) (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the securities eligible to vote for the election of the Board (“Company Voting Securities”)) of “beneficial ownership” (as used in Rule 13d-3 under the Exchange Act (or a successor rule thereto)), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not constitute a Change Event:  (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization (as defined below) or Sale (as defined below) that does not constitute a Change in Control; or

	 
	(b)
	the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer or other unsolicited proposal.

	 

	“Change in Control” means any of the following:

	 
	 
	 

	 
	(a)
	during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person, in each case other than the Board;

	 
	(b)
	the consummation of (i) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its subsidiaries, but in the case of this clause (y) only if Company Voting Securities are issued or issuable (each of the events referred to in this clause (i) being hereinafter referred to as a “Reorganization”) or (ii) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “Sale”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (A) all or substantially all the Persons who were the beneficial owners of the Company Voting Securities outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “Continuing Company”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (B) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (C) at least 50% of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;

	 
	(c)
	the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (b) above that does not otherwise constitute a Change in Control;















	
			
	 
	(d)
	any Person, corporation or other entity or Group (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (d), the following acquisitions shall not constitute a Change in Control:  (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change in Control for purposes of subparagraph (b) above; or 

	 
	(e)
	any other circumstances that the Board determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then presented and the purposes of this Plan.  Any such determination made by the Board will be irrevocable except by a vote of a majority of the members of the Board who voted in favor of making such determination.

	 
	 
	 

	“Disability” means that you have been determined to have a total and permanent disability either by

	 
	 
	 

	 
	(a)
	being eligible for disability for Social Security purposes, or

	 
	(b)
	being totally and permanently disabled under the terms of the Company’s long-term disability plan (regardless of whether you are a participant in such plan).

	 
	 
	 

	 
	 
	 

	A-2