This excerpt taken from the ZQK DEF 14A filed Feb 24, 2006.
Restricted Stock Awards
The restricted stock issued pursuant to the Restricted Stock Plan will be valued at the fair market value per share of Company common stock on the date of issuance. The Plan Administrator will determine the price per share required to be paid by each recipient of a restricted stock award. It is currently expected that all awards under the Restricted Stock Plan will be made with a per share purchase price equal to the par value of the Companys common stock. The shares subject to each restricted stock award will vest, in whole or in part, and the Companys repurchase rights will lapse, after a minimum period of time to be determined by the Plan Administrator; provided however that no restricted stock award will vest, in whole or in part, prior to January 31, 2011 (subject to the Plan Administrator providing for certain acceleration of the vesting of such awards as described below). The Plan Administrator may establish specific performance objectives for each recipient of a restricted stock award which, if attained, would cause the vesting of such restricted stock award to accelerate and the Companys repurchase rights to lapse prior to January 31, 2011. In no event will any performance objectives established by the Plan Administrator be attainable prior to January 31, 2009.
The performance objectives established by the Plan Administrator may be based upon metrics reflecting one or more of the following business measurements of the Company as a whole, or any of its subsidiaries, divisions or business units, including but not limited to the following: revenues, profitability, earnings (including without limitation earnings per share, earnings per share growth, earnings before taxes or earnings before interest, depreciation, taxes and amortization) return on assets, return on equity, economic value created, successful acquisitions of other companies or assets and/or successful integration of such companies or assets, successful dispositions of subsidiaries, divisions or departments, share market prices, return to
stockholders, market share, or cost or expense control, any of which may be expressed as absolute goals or goals in relation to previous performance or comparable companies or industry indexes, or otherwise based on business criteria as determined by the Plan Administrator.
Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the recipient of a restricted stock award may have the right to receive with respect to his or her unvested shares of common stock by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding common stock as a class without the Companys receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the recipients unvested shares of common stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate.
Should the recipient of a restricted stock award cease to remain in the service of the Company while holding one or more unvested shares of common stock issued under the Restricted Stock Plan, then those shares shall be immediately surrendered to the Company for cancellation, and the recipient shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the recipient for cash consideration, unless the Plan Administrator provides otherwise, the Company shall repay that consideration to the recipient at the time the shares are surrendered.
The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of common stock (or other assets attributable thereto) which would otherwise occur upon the cessation of the recipients service or the non-attainment of the performance objectives applicable to those shares. Such waiver shall result in the immediate vesting of the recipients interest in the shares of common stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the recipients cessation of service or the attainment or non-attainment of the applicable performance objectives.