RAH » Topics » Rights as a Shareholder

These excerpts taken from the RAH 8-K filed Oct 15, 2009.
Rights as a Shareholder.  Executive shall have no rights as a stockholder with respect to any shares which may be issued in settlement of the Units until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), subject to the restrictions herein.

7.           Restrictive Covenants.

a.           Non Competition:

(i)           During the term of Executive’s employment with the Company (or one of its subsidiaries or affiliates) and for one (1) year thereafter, except in the course of Executive performing his/her job responsibilities with the Company, Executive will not directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by or under contract with (including as a director, advisor, or consultant), lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business organization or entity whose products or activities compete or intend to compete with the Company in the United States or Canada on food products produced by the Company (including those of its subsidiaries and operating divisions) (“Competing Company”) at the time of termination of employment; provided however, Executive may purchase or otherwise acquire up to (but not more than) five percent (5%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under §12(g) of the Securities Exchange Act of 1934, as amended.  For

 
 
 
 

 

purposes of this Agreement, a business entity or organization shall be a Competing Company only if more than ten percent (10%) of its aggregate gross revenues and more than ten percent (10%) of its aggregate net income are derived from products or activities which compete or intend to compete with the Company’s food products in the United States and Canada.

(ii)           In the event Executive violates this Section 7(a), the Recipient shall pay the Company, within five (5) days of receipt by Recipient of a written demand therefore, an amount in cash equal to the amount determined by multiplying the number of shares of Common Stock issued in settlement of Units (without reduction for any shares of Common Stock delivered by Executive or withheld by the Company for taxes) by the Fair Market Value of a share of Common Stock on the date the shares of Common Stock were issued to Executive.  In the event Recipient fails to pay this amount within five (5) days of receipt of a written demand, the Company shall have the right to seek and obtain any equitable and injunctive relief (without the requirement to post a bond) that a court may determine is appropriate.  To the extent that the Company is successful in enforcing this provision, Executive shall be responsible for paying the Company’s reasonable attorney’s fees and costs.
 
b.           Non Solicitation/Non Hire:
 
        (i)           Whether for Executive’s own account or the account of any other person or entity, Executive will not (i) at any time during the Executive’s employment with the Company and for one (1) year after Executive’s employee termination of employment, directly or indirectly, solicit as an employee, independent contractor or otherwise, any person who was a salaried and bonus eligible employee of the Company at any time during the term of Executive’s employment with the Company or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company or any affiliate; or (ii) at any time during the Executive’s employment with the Company s and for one (1) year after Executive’s termination of employment, interfere with the Company’s relationship with any person or entity who was a customer or supplier of the Company at the time of Executive’s termination of employment.

(ii)           In the event Executive violates any provision of this Section 7(b), the Company shall have the right to take all necessary legal action to enforce this provision.  In addition to any remedies available at law, the Company shall have the right to seek and obtain any equitable and injunctive relief (without the requirement to post a bond) that a court may determine is appropriate.  To the extent that the Company is successful in enforcing this provision, Executive shall be responsible for paying the Company’s reasonable attorneys’ fees and costs.

(iii)           If Executive breaches any covenant concerning non hire or non solicitation contained herein or to which Executive is or may become a party in the future, then, in addition to and without in any way limiting the foregoing or any other remedies:
 
 

 
 

 
 
(a)           any unvested Units and any vested Units that have not settled as provided herein shall be forfeited automatically on the date Executive commits such breach;

(b)           in the event of such a breach, Executive shall pay the Company, within five (5) days of receipt by Executive of a written demand therefore, an amount in cash equal to the amount determined; and

(c)           Executive shall pay any damages in excess of the amounts paid to the Company under the foregoing.
 
c.           The parties acknowledge and agree that the time and other limitations contained in this Section are reasonable and necessary for the proper protection of the Company.  However, if any arbitrator or court of competent jurisdiction finds that the time period of the foregoing covenants is too lengthy or the geographic coverage and scope of the covenants is too broad, the restrictive time period shall be deemed to comprise the largest scope permissible by law under the circumstances.  Executive further acknowledges that, in the event of the termination of his employment with the Company, Executive’s skills and experience will permit him to find employment in many markets, and the limitations contained herein will not prevent him from earning a livelihood.  The period of time applicable to any covenant in this Section shall be extended by the duration of any actual or threatened violation by Executive of such covenant.
 
Rights as a Shareholder.  Executive shall have no rights as a stockholder with respect to any shares which may be issued in settlement of the Units until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), subject to the restrictions herein.

7.           Restrictive Covenants.

a.           During the term of Executive’s employment with the Company (or one of its subsidiaries or affiliates) and service on the Board of Directors of the Company and for two (2) years thereafter, except in the course of Executive performing his/her job responsibilities with the Company, Executive will not directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by or under contract with (including as a director, advisor, or consultant), lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business organization or entity whose products or activities compete or intend to compete with the Company in the United States or Canada on food products produced by the Company (including those of its subsidiaries and operating divisions) (“Competing Company”) at the time of termination of employment and cessation service on the Board of Directors (whichever is later); provided however, Executive may purchase or otherwise acquire up to (but not more than) five percent (5%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under §12(g) of the Securities Exchange Act of 1934, as amended.  For purposes of this Agreement, a business entity or organization shall be a Competing Company only if more than ten percent (10%) of its aggregate gross revenues and more than ten percent (10%) of its aggregate net income are derived from products or activities which compete or intend to compete with the Company’s food products in the United States and Canada.



 
 

 

b.           Whether for Executive’s own account or the account of any other person or entity, Executive will not (i) at any time during the Executive’s employment with the Company and service on the Board of Directors and for two (2) years after Executive’s employee termination of employment and cessation of service or the Board of Directors (whichever is later), directly or indirectly, solicit as an employee, independent contractor or otherwise, any person who was a salaried and bonus eligible employee of the Company at any time during the term of Executive’s employment with the Company or service on the Board of Directors or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company or any affiliate; or (ii) at any time during the Executive’s employment with the Company or the service on the Board of Directors and for two (2) years after Executive’s termination of employment and cessation of service on the Board of Directors (whichever is later), interfere with the Company’s relationship with any person or entity who was a customer or supplier of the Company at the time of Executive’s termination of employment or cessation of service on the Board of Directors (whichever is later).

c.           The parties acknowledge and agree that the time and other limitations contained in this Section are reasonable and necessary for the proper protection of the Company.  However, if any arbitrator or court of competent jurisdiction finds that the time period of the foregoing covenants is too lengthy or the geographic coverage and scope of the covenants is too broad, the restrictive time period shall be deemed to comprise the largest scope permissible by law under the circumstances.  Executive further acknowledges that, in the event of the termination of his employment with the Company and cessation of service on the Board of Directors, Executive’s skills and experience will permit him to find employment in many markets, and the limitations contained herein will not prevent him from earning a livelihood.  The period of time applicable to any covenant in this Section shall be extended by the duration of any actual or threatened violation by Executive of such covenant.

d.           In the event Executive violates any provision of this Section, the Company shall have the right to take all necessary legal action to enforce this Agreement.  In addition to any remedies available at law, the Company shall have the right to seek and obtain any equitable and injunctive relief (without the requirement to post a bond) that a court may determine is appropriate.  To the extent that the Company is successful in enforcing this Agreement, Executive shall be responsible for paying the Company’s reasonable attorneys’ fees and costs.

e.           If Executive breaches any covenant concerning non-competition, non hiring, or non solicitation contained herein or to which Executive is or may become a party in the future, then, in addition to and without in any way limiting the foregoing or any other remedies:

(i)           any unvested Units and any vested Units that have not settled as provided herein shall be forfeited automatically on the date Executive commits such breach; and

(ii)           in the event of such a breach, Executive shall pay the Company, within five (5) business days of receipt by Executive of a written demand therefore, an amount in cash equal to the amount determined by multiplying the number of shares of
 
 

 
 

 

Common Stock issued in settlement of Units (without reduction for any shares of Common Stock delivered by Executive or withheld by the Company for taxes) by the Fair Market Value of a share of Common Stock on the date the shares of Common Stock were issued to Executive; and

(iii)           Executive shall pay any damages in excess of the amounts paid to the Company under the foregoing.

These excerpts taken from the RAH 10-K filed Dec 1, 2008.

B. Rights as a Shareholder

A recipient of an Award shall, unless the terms of the Award provide otherwise, have no rights as a shareholder, with respect to any options or shares which may be issued in connection with the Award until the issuance of a Stock certificate for such shares, and no adjustment other than as stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Stock certificate.

B. Rights as a Shareholder

A recipient of an Award shall, unless the terms of the Award provide otherwise, have no rights as a shareholder, with respect to any Stock Options or shares which may be issued in connection with the Award until the issuance of a Stock certificate for such shares, and no adjustment other than as stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Stock certificate.

B. Rights as a Shareholder

FACE="Times New Roman" SIZE="2">A recipient of an Award shall, unless the terms of the Award provide otherwise, have no rights as a shareholder, with respect to any Stock Options or shares which may be issued in connection with the Award until the
issuance of a Stock certificate for such shares, and no adjustment other than as stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Stock certificate.

STYLE="margin-top:18px;margin-bottom:0px">C. General Conditions of Awards

No director,
Employee or other person shall have any right with respect to this Plan, the shares reserved or in any Award, contingent or otherwise, until written evidence of the Award shall have been delivered to the recipient and all the terms, conditions and
provisions of the Plan applicable to such recipient have been met.

This excerpt taken from the RAH DEF 14A filed Dec 13, 2006.

B.       Rights as a Shareholder

      A recipient of an Award shall, unless the terms of the Award provide otherwise, have no rights as a shareholder, with respect to any Stock Option, Stock Appreciation Right, or shares which may be issued in connection with the Award until the issuance of a Stock certificate for such shares. No adjustment other than as stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Stock certificate.

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