Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - LYRIS, INC. | lyris_8k.htm |
| EX-99.2 - AGREEMENT BETWEEN LYRIS, INC. AND LUIS A. RIVERA, DATED AUGUST 18, 2010 - LYRIS, INC. | exhibit99-2.htm |
| EX-99.1 - EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LYRIS, INC. AND WOLFGANG MAASBERG - LYRIS, INC. | exhibit99-1.htm |
LYRIS, INC.
2005 EQUITY-BASED COMPENSATION PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
2005 EQUITY-BASED COMPENSATION PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
Unless
otherwise defined herein, the terms defined in the Lyris, Inc. (f/k/a/ J. L.
Halsey Corporation) (the “Company”) 2005 Equity-Based Compensation
Plan (the “Plan”) shall have the same meanings in
this Notice of Restricted Stock Unit Award (the “Notice”).
| Name: | ||||
| Address: |
You
(“Participant”) have been granted an award of
Restricted Stock Units (“RSUs”) under the Plan subject to the
terms and conditions of the Plan, this Notice and the attached Award Agreement
(Restricted Stock Units) (hereinafter “RSU
Agreement”).
| Number of RSUs: | |||||
| Date of Grant: | |||||
| Vesting Commencement Date: | [____________], which date is the Effective Date of the Employment Agreement between the Company and Participant (the “Employment Agreement”) | ||||
| Expiration Date: | The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date | ||||
| Vesting Schedule: | Subject to the limitations set forth in this Notice, the Plan and the RSU Agreement, the RSUs will vest in accordance with the following schedule: The RSUs will vest over four (4) years, with 25% of the total number of shares subject to the RSU vesting on the one-year anniversary of the Vesting Commencement Date (the “First Vesting Date”) and, the remainder vesting in equal installments of 1/12 of the total number of shares subject to the RSU on each three-month anniversary (i.e., quarterly anniversary) of the First Vesting Date thereafter; provided, in each case that the Participant continues to be employed by the Company or remains on the Board. | ||||
| Notwithstanding the foregoing, in the event of certain separations from service from the Company or a Change in Control of the Company, the vesting of the RSUs will be accelerated as set forth in the Employment Agreement. | |||||
You
understand that your employment or consulting relationship or service with the
Company is for an unspecified duration, can be terminated at any time (i.e., is
“at-will”), and that nothing in this Notice, the RSU Agreement or the Plan
changes the at-will nature of that relationship. You acknowledge that the
vesting of the RSUs pursuant to this Notice is earned only by continuing service
as an Employee, Director or Consultant of the Company. You also understand that
this Notice is subject to the terms and conditions of both the RSU Agreement and
the Plan, both of which are incorporated herein by reference. You have read both
the RSU Agreement and the Plan.
| PARTICIPANT | LYRIS, INC. | ||||
| Signature: | By: | ||||
| Print Name: | Its: | ||||
LYRIS, INC.
AWARD AGREEMENT (RESTRICTED STOCK UNITS) TO THE
LYRIS, INC. 2005 EQUITY-BASED COMPENSATION PLAN
AWARD AGREEMENT (RESTRICTED STOCK UNITS) TO THE
LYRIS, INC. 2005 EQUITY-BASED COMPENSATION PLAN
Unless otherwise defined herein, the
terms defined in the Lyris, Inc. (f/k/a/ J. L. Halsey Corporation) (the “Company”) 2005 Equity-Based Equity
Compensation Plan (the “Plan”) shall have the same defined
meanings in this Award Agreement (Restricted Stock Units) (the “Agreement”).
Participant
has been granted Restricted Stock Units (“RSUs”) subject to the terms,
restrictions and conditions of the Plan, the Notice of Restricted Stock Unit
Award (the “Notice”) and this Agreement.
1. Settlement. Settlement of RSUs shall be made
within 30 days following the applicable date of vesting under the vesting
schedule set forth in the Notice. Settlement of RSUs shall be in shares of
Stock.
2. Withholding and Net Issuance of the Shares. When, under applicable tax laws,
Participant incurs tax liability in connection with the vesting or settlement of
any RSUs or issuance of Shares in connection therewith that is subject to tax
withholding by the Company, the Company may satisfy the minimum tax withholding
obligation on behalf of the Participant and shall withhold from the Shares to be
issued, the number of Shares having a fair market value (determined on the date
that the amount of tax to be withheld is determined) equal to the amount
required to be withheld for income and employment taxes.
3. No
Stockholder Rights. Unless and until such time as
shares of Stock are issued in settlement of vested RSUs, Participant shall have
no ownership of the shares of Stock allocated to the RSUs and shall have no
right dividends or to vote such shares of Stock.
4. Dividend
Equivalents. Dividends, if any (whether in cash
or shares of Stock), shall not be credited to Participant.
5. No
Transfer. The RSUs and any interest therein
shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise
disposed of.
6. Termination. [Except as may be provided in the
Participant’s Employment Agreement with the Company (the “Employment
Agreement”)], if Participant’s service Terminates for any reason, all unvested
RSUs shall be forfeited to the Company forthwith, and all rights of Participant
to such RSUs shall immediately terminate. In case of any dispute as to whether
Termination has occurred, the Committee shall have sole discretion to determine
whether such Termination has occurred and the effective date of such
Termination.
7. U.S. Tax
Consequences. Participant acknowledges that there
will be tax consequences upon settlement of the RSUs or disposition of the
shares of Stock, if any, received in connection therewith, and Participant
should consult a tax adviser regarding Participant’s tax obligations prior to
such settlement or disposition. Upon vesting of the RSU, Participant will
include in income the fair market value of the shares of Stock subject to the
RSU. The included amount will be treated as ordinary income by Participant and
will be subject to withholding by the Company when required by applicable law.
Upon disposition of the shares of Stock, any subsequent increase or decrease in
value will be treated as short-term or long-term capital gain or loss, depending
on whether the shares of Stock are held for more than one year from the date of
settlement. Further, an RSU may be considered a deferral of compensation that
may be subject to Section 409A of the Code. Section 409A of the Code imposes
special rules to the timing of making and effecting certain amendments of this
RSU with respect to distribution of any deferred compensation. You should
consult your personal tax advisor for more information on the actual and
potential tax consequences of this RSU.
8. Acknowledgement. The Company and Participant agree
that the RSUs are granted under and governed by the Notice, this Agreement and
the provisions of the Plan. Participant: (i) acknowledges receipt of a copy of
the Plan and the Plan prospectus, (ii) represents that Participant has carefully
read and is familiar with their provisions, and (iii) hereby accepts the RSUs
subject to all of the terms and conditions set forth herein and those set forth
in the Plan and the Notice.
9. Entire Agreement;
Enforcement of Rights. This Agreement, the Plan, the
Notice and the Employment Agreement constitute the entire agreement and understanding of
the parties relating to the subject matter herein and supersede all prior
discussions between them. Any prior agreements, commitments or negotiations
concerning the purchase of the shares of Stock hereunder are superseded. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing and signed by the
parties to this Agreement. The failure by either party to enforce any rights
under this Agreement shall not be construed as a waiver of any rights of such
party.
10. Compliance with Laws and
Regulations. The issuance of shares of Stock
will be subject to and conditioned upon compliance by the Company and
Participant with all applicable state and federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system
on which the Company’s Common Stock may be listed or quoted at the time of such
issuance or transfer.
11. Governing Law;
Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, the parties agree
to renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii)
the balance of this Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms. All questions arising with respect to the provisions
of this Agreement shall be determined by application of the laws of the State of
Delaware except to the extent Delaware law is preempted by federal law. The
obligation of the Company to sell and deliver Stock hereunder is subject to
applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Stock.
12. No Rights as Employee, Director or
Consultant. Nothing in this
Agreement shall affect in any manner whatsoever the right or power of the
Company, or a Parent or Subsidiary of the Company, to terminate
Participant’s service, for any reason, with or
without cause.
By Participant’s signature and the
signature of the Company’s representative on the Notice, Participant and the
Company agree that this RSU is granted under and governed by the terms and
conditions of the Plan, the Notice, this Agreement and the Employment Agreement.
Participant has reviewed of the Plan, the Notice, this Agreement[ and the
Employment Agreement] in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement, and fully understands all
provisions of the Plan, the Notice, this Agreement[ and the Employment
Agreement]. Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions relating to
of the Plan, the Notice, this Agreement[ and the Employment Agreement].
Participant further agrees to notify the Company upon any change in
Participant’s residence address.