This Restricted Stock Award Agreement is entered into by and
between Haynes International, Inc., a Delaware corporation
("Company"), and Brian Shelton, a member of the Company's Board of
Directors ("Grantee"), effective as of March 13, 2023, ("Effective
Date").
Background
The Company wishes to provide incentives to
recognize and reward the Grantee, whose performance, contributions
and skills will be critical to the Company's success, by aligning
his/her interests more closely with those of the Company's
stockholders. For this purpose, the Compensation
Committee of the Company's Board of Directors ("Committee") has
granted the Grantee restricted shares of common stock of Company,
subject to the terms and conditions provided in this Restricted
Stock Award Agreement ("Agreement") and the Haynes International,
Inc. 2020 Incentive Compensation Plan (the "Plan"). All
capitalized terms not herein defined shall have the meaning set
forth in the Plan. In the event of any conflict between
the provisions of the Plan and the provisions of this Agreement,
the term, conditions and provisions of the Plan shall control, and
this Agreement shall be deemed to be modified accordingly.
In consideration of the premises, the Company
and the Grantee agree as follows:
Agreement
1. Grant. The Company hereby grants
the Grantee [Number of Shares] whole shares of unregistered common
stock of the Company, which shares ("Restricted Shares") shall be
subject to the terms, conditions and restrictions specified in this
Agreement and the Plan. The Committee has determined
that (disregarding restrictions imposed by this Agreement and the
Plan that lapse upon the Grantee's interest becoming vested) the
Restricted Shares have a per-share fair market value ("Value") of
$71,484. . The Company hereby grants the Grantee 1400
shares of common stock of the Company ("Award Shares"), which Award
Shares shall be subject to the terms, conditions and restrictions
specified in this Agreement and the Plan.
2. Closing. The transfer of the
Restricted Shares ("Closing") shall occur simultaneously with the
execution of this Agreement. Concurrently with the
execution of this Agreement, (i) the Company shall deliver to the
Grantee a certificate, registered in the Grantee's name,
representing the Restricted Shares, and (ii) the Grantee shall
deliver to the Company a duly executed stock power, endorsed in
blank, relating to the Restricted Shares.
3. Custody. The Grantee understands
that, although the certificates representing the Restricted Shares
shall be registered in the Grantee's name, all such certificates
(other than for Restricted Shares that have vested) shall be
deposited, together with the stock power executed by the Grantee,
in proper form for transfer, with the Company. The
Company is hereby authorized to effectuate the transfer into its
name of all certificates representing the Restricted Shares that
are forfeited to the Company pursuant to Section 6 of this
Agreement. Following the vesting of all Restricted
Shares subject to this Agreement, or earlier, if requested by the
Grantee, the Company shall issue an appropriate certificate for
those Restricted Shares that have become vested.
4. Nontransferability of Restricted
Shares. Until such time as the Restricted Shares become
vested, the Grantee shall not have any right to sell, assign,
transfer, pledge, hypothecate, or otherwise dispose of the
Restricted Shares. The Grantee represents and warrants
to the Company that he/she shall not sell, assign, transfer,
pledge, hypothecate, or otherwise dispose of the Restricted Shares
in violation of applicable securities laws, the Plan or the
provisions of this Agreement.
5. Vesting. The Grantee's interest in the
Restricted Shares shall vest and become nonforfeitable as
follows: Except as otherwise provided herein or in the
Plan, the Grantee's interest in the Restricted Shares shall vest
upon the earliest of (a) the first anniversary of the Effective
Date, (b) the failure of the Grantee to be re-elected at an annual
meeting of the stockholders of the Company or the removal of the
Grantee from office by any other means other than action of the
stockholders of the Company, (c) the Grantee’s death or termination
of service because of Disability while in his/or her directorship,
(d) the involuntary termination of the Grantee’s directorship for
any reason other than for Cause or (e) the Grantee’s
Retirement.
Notwithstanding the preceding paragraph of this
Section 5, the Grantee's interest in the Restricted Shares not
previously vested or forfeited shall become 100% vested upon the
occurrence of a Change in Control (as defined in the Plan).
6. Forfeiture. Except as set forth
herein or in the Plan, if the Grantee should cease to be a director
of the Company for any reason before becoming 100% vested in the
Restricted Shares, the Restricted Shares shall not vest, and the
Grantee's interest in the unvested portion of the Restricted Shares
shall be immediately forfeited (effective as of the date of such
termination of service).
7. Voting and Other Rights. The
Grantee shall have absolute beneficial ownership of the Restricted
Shares, including the right to vote any and all Restricted Shares
and to receive dividends or other distributions thereon, subject to
the vesting restrictions set forth in Section 5, until the earlier
of the date on which such Restricted Shares shall be forfeited as
provided herein or the date on which the Grantee ceases to own such
shares.
8. Grantee Representations. The
Grantee represents and warrants to the Company that:(a) the
certificate or certificates representing the Restricted Shares
shall bear an appropriate legend relating to restrictions on
transfer; and(b) he/she has not (a) directly or indirectly rendered
services to or for an organization, or engaged in a business, that
is, in the judgment of the Committee, in competition with the
Company or (b) disclosed to anyone outside of the Company, or used
for any purpose other than the Company's business, any confidential
or proprietary information or material relating to the Company.
9. Adjustments for Changes in Capitalization of
the Company. In the event of any merger, reorganization,
consolidation, recapitalization, separation, split-up, liquidation
or other change affecting the Shares, an adjustment shall be made
to the Restricted Shares to the extent provided under the terms of
the Plan.
10. Securities Laws. The Grantee
understands that applicable securities laws may restrict the right
of the Grantee to dispose of any Restricted Shares which the
Grantee may acquire hereunder and govern the manner in which such
Restricted Shares may be sold. The Grantee shall not
offer, sell or otherwise dispose of any of the Restricted Shares in
any manner which would (a) require the Company to file any
registration statement with the Securities Exchange Commission (the
"SEC"), (b) require the Company to amend or supplement any
registration statement which the Company may at any time have on
file with the SEC, or (c) violate the 1933 Act or any other state
or federal law.
11. Withholding Taxes. If the grant
or other transfer of the Restricted Shares, or the vesting of the
Restricted Shares, results in taxable compensation income to the
Grantee the Grantee agrees to make direct payment of the applicable
taxes to the applicable taxing authority.
12. Integration. This Agreement
supersedes any and all prior and/or contemporaneous agreements,
either oral or in writing, between the parties hereto, with respect
to the subject matter hereof. Each party to this
Agreement acknowledges that no representations, inducements,
promises, or other agreements, oral or otherwise, have been made by
any party, or anyone acting on behalf of any party, pertaining to
the subject matter hereof, which are not embodied herein, and that
no prior and/or contemporaneous agreement, statement or promise
pertaining to the subject matter hereof that is not contained in
this Agreement shall be valid or binding on either party.
13. Impact of Agreement on Service. Nothing
contained in this Agreement or the Plan shall restrict the right of
the Company or any of its Subsidiaries to terminate the Grantee’s
service at any time with or without Cause.
[Impact of Agreement on
Service. Nothing contained in this Agreement, or
the Plan shall restrict the right of the Company or any of its
Subsidiaries to terminate your service at any time with or without
Cause.]1
14. Acknowledgments by Grantee. By signing this
Agreement, the Grantee acknowledges that he/she (a) has received a
copy of the Plan and is familiar with the terms and provisions of
the Plan and the Agreement, and (b) agrees to accept as binding,
conclusive and final all decisions and interpretations of the
Company’s Board of Directors and Committee upon any questions
arising under the Plan or this Agreement.
[Acknowledgments by
Grantee. By signing this Agreement, the Grantee
acknowledges that he/she (a) has received a copy of the Plan and
the Deferred Compensation Plan and is familiar with the terms and
provisions of the Plan, the Deferred Compensation Plan and this
Agreement, and (b) agrees to accept as binding, conclusive, and
final all decisions and interpretations of the Company's Board of
Directors and Committee upon any questions arising under the Plan,
the Deferred Compensation Pan or this
Agreement.]2
15. Successors. This Agreement shall
be binding upon and inure to the benefit of any successor of the
Company and any successors, assigns or estate of the Grantee,
including his/her executors, administrators and trustees.
16. Amendment. No provision of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is in writing and signed by the party
against whom such modification, waiver or discharge is sought to be
enforced.
17. Governing Law. The validity,
interpretation, construction and performance of this Agreement will
be governed by and construed in accordance with the substantive
laws of the State of Indiana, without giving effect to the
principles of conflict of laws of such State.
IN WITNESS WHEREOF, the Company and the Grantee
have executed this Agreement, effective on the date specified in
the first paragraph hereof.
[GRANTEE SIGNATURE]
Print Name:
HAYNES INTERNATIONAL,
INC.
By:
Print Name:
Title:
STOCK POWER
For Value Received, the
undersigned hereby sells, assigns and transfers unto Haynes
International, Inc., [Typed number of shares (Number of Shares)]
shares of common stock, $0.001 par value, of Haynes International,
Inc. (the "Company"), standing in his/her name on the books of the
Company and does hereby irrevocably constitute and appoint the
Secretary of the Company attorney-in-fact to transfer those shares
on the books of the Company with full power of substitution in the
premises.
Dated and effective as of the
day of
,
.
By:_______________________________________
[Director]
In the presence of:
Witness Signature
Witness Printed Name
1 Bracketed language to be used where the Grantee has elected to
defer all or a portion of his/her award in accordance with the
Haynes International, Inc. Deferred Compensation Plan.2 Bracketed
language to be used where the Grantee has elected to defer all or a
portion of his/her award in accordance with the Haynes
International, Inc. Deferred Compensation Plan.
Contact: |
Daniel Maudlin |
|
Vice President of Finance and Chief Financial Officer |
|
Haynes International, Inc. |
|
765-456-6102 |
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