Exhibit 10.12
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT, dated as of the Grant Date specified on Schedule A
hereto under the heading "Grant Date", by and between SIRVA, Inc., a Delaware
corporation (the "Company"), and the grantee whose name appears on the signature
page hereof (the "Grantee").
W I T N E S S E T H:
WHEREAS, to motivate key employees, consultants and non-employee directors of
the Company and the Subsidiaries by providing them an ownership interest in the
Company, the Board of Directors (the "Board") has established, and the
shareholders of the Company have approved, the SIRVA, Inc. Amended and Restated
Stock Incentive Plan, as the same may be amended from time to time (the "Plan");
and
WHEREAS, pursuant to the Plan, the Compensation Committee of the Board has
authorized the grant to the Grantee of Restricted Stock (as defined below); and
WHEREAS, the Grantee and the Company desire to enter into an agreement to
evidence and confirm the grant of such Restricted Stock on the terms and
conditions set forth herein.
NOW, THEREFORE, to evidence the Restricted Stock so granted, and to set forth
the terms and conditions governing such Restricted Stock, the Company and the
Grantee hereby agree as follows:
1. GRANT OF RESTRICTED STOCK. THE COMPANY HEREBY EVIDENCES AND CONFIRMS ITS
GRANT TO THE GRANTEE, EFFECTIVE AS OF THE DATE HEREOF (THE "GRANT DATE"), OF THE
NUMBER OF SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE COMPANY
(EACH, A "SHARE" AND, COLLECTIVELY, THE "SHARES") SPECIFIED ON SCHEDULE A HERETO
UNDER THE HEADING "RESTRICTED STOCK". ALL SHARES RECEIVED BY THE GRANTEE UNDER
THIS AGREEMENT ARE SUBJECT TO THE RESTRICTIONS CONTAINED HEREIN AND ARE REFERRED
TO HEREIN AS "RESTRICTED STOCK."
THIS AGREEMENT IS SUBORDINATE TO, AND THE
TERMS AND CONDITIONS OF THE RESTRICTED STOCK GRANTED HEREUNDER ARE SUBJECT TO,
THE TERMS AND CONDITIONS OF THE PLAN, WHICH ARE INCORPORATED BY REFERENCE
HEREIN. IF THERE IS ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF
THE PLAN, THE TERMS OF THE PLAN SHALL GOVERN. ANY CAPITALIZED TERMS USED HEREIN
WITHOUT DEFINITION SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN.
2. VESTING OF RESTRICTED STOCK.
(A)
RESTRICTED PERIOD. EXCEPT AS PROVIDED IN SECTION 2(B)(I) OR SECTION 6
HEREOF, THE RESTRICTED STOCK GRANTED HEREBY MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DIRECTLY OR INDIRECTLY
ENCUMBERED OR DISPOSED OF UNTIL THE END
OF THE RESTRICTION PERIOD (THE "RESTRICTION PERIOD") SET FORTH ON THE SIGNATURE
PAGE HEREOF UNDER THE HEADING "RESTRICTION PERIOD" OR AT SUCH EARLIER DATE AS
SUCH RESTRICTIONS SHALL OTHERWISE LAPSE UNDER THE TERMS OF THIS AGREEMENT OR THE
PLAN.
(B)
TERMINATION OF EMPLOYMENT. NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, (I) SUBJECT TO THE PROVISIONS OF ARTICLE X OF THE
PLAN, IF THE GRANTEE'S EMPLOYMENT IS TERMINATED DUE TO HIS DEATH OR DISABILITY
DURING THE RESTRICTION PERIOD, THE RESTRICTION PERIOD SHALL TERMINATE WITH
RESPECT TO A PRO RATA PORTION OF THE SHARES UNDERLYING THE RESTRICTED STOCK THEN