Exhibit 10.02
KMG AMERICA CORPORATION
2004 EQUITY INCENTIVE PLAN
Stock Award Agreement
No. of shares covered by
Stock Award:
THIS STOCK AWARD AGREEMENT (this "Agreement") dated as of the
day of
, 20
, between KMG America Corporation, a Virginia
corporation (the "Company"), and
(the
"Participant"), is made pursuant and subject to the provisions of the Company's
2004 Equity Incentive Plan (the "Plan"), a copy of which is attached hereto.
All terms used herein that are defined in the Plan have the same meaning given
them in the Plan.
1.
GRANT OF STOCK AWARD.
PURSUANT TO THE
PLAN, THE COMPANY, ON
, 20
(THE "DATE OF GRANT"),
GRANTED TO THE PARTICIPANT, SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN AND
SUBJECT FURTHER TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AN AWARD OF
SHARES OF THE COMMON STOCK OF THE COMPANY
(THE "COMMON STOCK"), HEREINAFTER DESCRIBED AS THE "STOCK AWARD."
2.
RESTRICTIONS.
EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, THE SHARES OF COMMON STOCK COVERED BY THE STOCK
AWARD ARE NONTRANSFERABLE AND ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE.
3.
LIMITED SHAREHOLDER RIGHTS.
PRIOR TO
FORFEITURE AS DESCRIBED IN PARAGRAPH 5 BELOW, AND BEFORE THE SHARES OF COMMON
STOCK COVERED BY THE STOCK AWARD BECOME NONFORFEITABLE AND TRANSFERABLE
("VESTED"), THE PARTICIPANT WILL HAVE ALL RIGHTS OF A SHAREHOLDER IN SUCH SHARES
AS PROVIDED UNDER THE ARTICLES OF INCORPORATION OF THE COMPANY AND APPLICABLE
LAW FOR HOLDERS OF COMMON STOCK, INCLUDING WITHOUT LIMITATION, THE RIGHT TO VOTE
THE SHARES OF COMMON STOCK AND TO RECEIVE DIVIDENDS THEREON; PROVIDED, HOWEVER,
THAT DURING SUCH PERIOD (I) THE PARTICIPANT MAY NOT SELL, TRANSFER, PLEDGE,
EXCHANGE, HYPOTHECATE OR OTHERWISE DISPOSE OF SUCH SHARES, WHICH SHALL REMAIN
SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE AND NONTRANSFERABLE AS DESCRIBED IN
THIS AGREEMENT AND (II) THE COMPANY SHALL RETAIN CUSTODY OF THE CERTIFICATES
EVIDENCING SUCH SHARES UNTIL THEY BECOME VESTED.
4.
VESTING.
EXCEPT AS PROVIDED IN
SECTION 5 BELOW, THE PARTICIPANT'S INTEREST IN THE SHARES OF COMMON STOCK
COVERED BY THIS STOCK AWARD SHALL BECOME VESTED AT THE TIME OR TIMES SET FORTH
ON SCHEDULE A ATTACHED HERETO.
5.
FORFEITURE.
[EXCEPT AS SET FORTH IN
SCHEDULE A,]
IF THE PARTICIPANT CEASES TO BE EMPLOYED BY OR PROVIDE SERVICES TO
THE COMPANY OR ANY AFFILIATE FOR ANY REASON, ALL SHARES OF COMMON STOCK THAT ARE
COVERED BY THIS STOCK AWARD THAT ARE NOT THEN VESTED SHALL BE FORFEITED WITHOUT
ANY PAYMENT WHATSOEVER TO THE PARTICIPANT.
6.
STOCK POWER.
WITH RESPECT TO ANY
SHARES OF COMMON STOCK COVERED BY THIS STOCK AWARD THAT ARE FORFEITED UNDER THIS
AGREEMENT, THE PARTICIPANT DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
OR ANY SUCCESSOR SECRETARY OF THE COMPANY (THE
"SECRETARY") AS HIS ATTORNEY TO TRANSFER THE FORFEITED SHARES ON THE BOOKS OF
THE COMPANY WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
THE SECRETARY
SHALL USE THE AUTHORITY GRANTED IN THIS PARAGRAPH TO CANCEL ANY SUCH SHARES OF
COMMON STOCK THAT ARE FORFEITED UNDER THIS AGREEMENT.
7.
ADDITIONAL RESTRICTIONS.
THE
PARTICIPANT CAN