Exhibit
10.22
COVENANT
TRANSPORT, INC.
2006
OMNIBUS INCENTIVE PLAN
AWARD
NOTICE
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GRANTEE:
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TYPE
OF AWARD:
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Restricted
Stock Award
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NUMBER
OF SHARES:
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DATE
OF GRANT:
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2.
Restrictions
and Vesting.
Subject
to the terms and conditions set forth in this Award Notice, the Plan, and
Schedule
A
attached
hereto, and provided you remain continuously in the employment or service of
the
Company or any Subsidiary through the Vesting Date, one or more portions of
the
Restricted Shares shall vest, as of the Vesting Dates (as defined in
Schedule
A)
if (and
only if) the Performance Goals (as defined in Schedule
A)
for the
Performance Periods (as defined in Schedule
A)
ending
on such Vesting Dates have been satisfied and the Committee has certified such
satisfaction in accordance with Section 3. Any fractional share resulting from
proration shall vest on the last Vesting Date.
3. Determination
of Vesting.
The
Committee shall undertake to complete its certification on or prior to March
31
next following each Performance Period. If it shall be impractical for the
Committee to complete its certification by such date, the Committee shall do
so
as soon as reasonably practical thereafter. Based on that review and
certification, the Committee shall then instruct the Company as to whether
any
of the Restricted Shares shall vest. If only a portion of the Restricted Shares
are released from the restrictions as set forth above and such action would
result in the release of a fractional share of Common Stock, the total number
of
Restricted Shares that shall vest and be released from the restrictions thereon
shall be rounded down to the next lower number of whole shares of Common Stock.
Any Restricted Shares that do not vest as a result of the Committee’s review of
the Performance Goal results with respect to one or more Vesting Date(s) shall
automatically be forfeited without any obligation of the Company to pay any
amount to you or to any other person or entity; provided, any Restricted Shares
that do not vest as of a particular Vesting Date nevertheless shall be eligible
for vesting, and shall vest, if (a) the Company achieves the Performance Goal
for a subsequent Performance Period and (b) you are still in the employment
or
service of the Company or any Subsidiary on the subsequent Vesting
Date.
4. Effect
of Death or Other Termination of Employment.
In the
event of your death or the termination of your employment or service to the
Company or any Subsidiary for any reason prior to the complete vesting of the
Restricted Shares, including the review and certification of results by the
Committee as provided in Section 3, the unvested portion of the Restricted
Shares shall be forfeited as of the date of your death or such termination.
5. Effect
of Change In Control.
(a)
In
General.
Upon
the occurrence of a Change In Control (as defined below), any unvested portion
of the Restricted Shares shall immediately vest as of the date of the occurrence
of such event.
(b)
“Change
In Control” Defined.
The
term “Change
In Control”
means
a
change in control of the Company of a nature that would be required to be
reported in response to Item 5.01 of a Current Report on Form 8-K, as in effect
on December 31, 2004, pursuant to Section 13 or 15(d) of the Exchange Act;
provided that, without limitation, a Change In Control shall be deemed to have
occurred at such time as:
(i)
Any
“person” within the meaning of Section 14(d)(2) of the Exchange Act and Section
13(d)(3) of the Exchange Act, other than a Permitted Holder becomes the
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or
indirectly, of fifty percent (50%) or more of the combined voting power of
the
outstanding securities of the Company ordinarily having the right to vote in
the
election of directors; provided, however, that the following will not constitute
a Change In Control: any acquisition by any corporation if, immediately
following such acquisition, more than seventy-five percent (75%) of the
outstanding securities of the acquiring corporation (or the parent thereof)
ordinarily having the right to vote in the election of directors is beneficially
owned by all or substantially all of those persons who, immediately prior to
such acquisition, were the beneficial owners of the outstanding securities
of
the Company ordinarily having the right to vote in the election of directors;
(ii)
Individuals
who constitute the Board on the date of the approval of the Plan (the
“Incumbent
Board”)
have
ceased for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date of the approval of the
Plan, whose election or nomination for election by the Company’s stockholders
was approved by a vote of at least three-fourths (3/4) of the directors
comprising the Incumbent Board, either by a specific vote or by approval of
the
proxy statement of the Company in which such person is named as a nominee for
director without objection to such nomination (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened “election contest” relating to the election of
directors of the Company, as such terms are used in Rule 14a-11 under the
Exchange Act as in effect on January 23, 2000, or “tender offer,” as such term
is used in Section 14(d) of the Exchange Act), shall be, for purposes of the
Plan, considered as though such person were a member of the Incumbent Board;
(iii)
Upon
the
consummation by the Company of a reorganization, merger, or consolidation,
other
than one with respect to which all or substantially all of those persons who
were the beneficial owners, immediately prior to such reorganization, merger,
or
consolidation, of outstanding securities of the Company ordinarily having the
right to vote in the election of directors own, immediately after such
transaction, more than seventy-five percent (75%) of the outstanding securities
of the resulting corporation ordinarily having the right to vote in the election
of directors; or
(iv)
Upon
the
approval by the Company’s stockholders of a complete liquidation and dissolution
of the Company or the sale or other disposition of all or substantially all
of
the assets of the Company other than to a Subsidiary.
(c)
“Permitted
Holder” Defined.
The
term “Permitted
Holder”
means:
(i) the Company or a Subsidiary, (ii) any employee benefit plan sponsored by
the
Company or any Subsidiary, or (iii) David or Jacqueline Parker or their
siblings, children, or grandchildren (“Family
Members”)
or a
trust, corporation, partnership, limited partnership, limited liability company,
or other such entity, so long as at least eighty percent (80%) of the beneficial
interests of the entity are held by Mr. or Mrs. Parker and/or one or more Family
Members, where such person(s) or entity acquired their Company stock from Mr.
or
Mrs. Parker.
6.
Book-Entry
Registration.
The
Restricted Shares initially will be evidenced by book-entry registration only,
without the issuance of a certificate representing the Restricted Shares.
7.
Issuance
of Shares.
Subject
to Sections 8 and 13 of this Award Notice, upon the vesting of any Restricted
Shares pursuant to this Award Notice, the Company shall issue a certificate
representing such vested Restricted Shares as promptly as practicable following
the date of vesting. The Restricted Shares may be issued during your lifetime
only to you, or after your death to your designated beneficiary, or, in the
absence of such beneficiary, to your duly qualified personal representative.
8. Withholding.
You
shall pay to the Company or a Subsidiary, or make other arrangements
satisfactory to the Company regarding the payment of, any federal, state, or
local taxes of any kind required by applicable law to be withheld with respect
to the Restricted Shares awarded under this Award Notice. Your right to receive
the Restricted Shares under this Award Notice is subject to, and conditioned
on,
your payment of such withholding amounts.
9.
Nonassignability.
The
Restricted Shares and the right to vote such shares and to receive dividends
thereon, may not, except as otherwise provided in the Plan, be sold, assigned,
transferred, pledged, or encumbered in any way prior to the vesting of such
shares, whether by operation of law or otherwise, except by will or the laws
of
descent and distribution. After vesting, the sale or other transfer of the
shares of Common Stock shall be subject to applicable laws and regulations
under
the Exchange Act.
10.
Rights
as a Stockholder; Limitation on Rights.
Unless
the Award is cancelled as provided in Section 3 or 4 of this Award Notice,
prior
to the vesting of the Restricted Shares, you will have all of the other rights
of a stockholder with respect to the Restricted Shares so awarded, including,
but not limited to, the right to receive such cash dividends, if any, as may
be
declared on such shares from time to time and the right to vote (in person
or by
proxy) such shares at any meeting of stockholders of the Company. Neither the
Plan, the granting of the Award, nor this Award Notice gives you any right
to
remain in the employment of the Company or any Subsidiary.
11. Obligation
to Maintain Stock Ownership.
Your
ability to dispose of Restricted Shares after vesting may be limited by stock
ownership guidelines adopted by the Company for certain officers and key
employees, and the Company is authorized to place a restrictive legend on such
shares, issue stop-transfer instructions to the transfer agent, or take such
other actions as may be advisable, in the Committee’s sole discretion, to
enforce such ownership guidelines. Please determine whether you are subject
to
the guidelines and how many Restricted Shares may be disposed of prior to
attempting to dispose of any shares.
12.
Rights
of the Company and Subsidiaries.
This
Award Notice does not affect the right of the Company or any Subsidiary to
take
any corporate action whatsoever, including without limitation its right to
recapitalize, reorganize, or make other changes in its capital structure or
business, merge or consolidate, issue bonds, notes, shares of Common Stock,
or
other securities, including preferred stock, or options therefor, dissolve
or
liquidate, or sell or transfer any part of its assets or business.
13.
Restrictions
on Issuance of Shares.
If at
any time the Company determines that the listing, registration, or qualification
of the Restricted Shares upon any securities exchange or quotation system,
or
under any state or federal law, or the approval of any governmental agency,
is
necessary or advisable as a condition to the issuance of a certificate
representing any vested Restricted Shares, such issuance may not be made in
whole or in part unless and until such listing, registration, qualification,
or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.
14.
Plan
Controls; Definitions.
The
Award is subject to all of the provisions of the Plan, which is hereby
incorporated by reference, and is further subject to all the interpretations,
amendments, rules, and regulations that may from time to time be promulgated
and
adopted by the Committee pursuant to the Plan. Except as set forth in the last
sentence of this Section 14, in the event of any conflict among the provisions
of the Plan and this Award Notice, the provisions of the Plan will be
controlling and determinative. The capitalized terms used in this Award Notice
and not otherwise defined herein are defined in the Plan; provided, however,
that when the defined term "Company" is used in the Plan in Sections 2.1(c),
2.1(d), 2.1(g), 2.1(o), 2.1(r), 2.1(cc), 4.2(h) (second usage), 4.3, 6.1, 6.2,
11.3, 13.2 (second usage), 16.2, and 16.4, the term "Company" shall be
interpreted to mean only Covenant Transport, Inc., a Nevada corporation (and
not
also its Subsidiaries).
15.
Amendment.
Except
as otherwise provided by the Plan, the Company may only alter, amend, or
terminate this Award with your consent.
16.
Governing
Law.
This
Award Notice shall be governed by and construed in accordance with the laws
of
the State of Nevada, except as superseded by applicable federal law, without
giving effect to its conflicts of law provisions.
17.
Notices.
All
notices and other communications to the Company required or permitted under
this
Award Notice shall be written, and shall be either delivered personally or
sent
by registered or certified first-class mail, postage prepaid and return receipt
requested addressed to the Company’s office at 400 Birmingham Highway,
Chattanooga, Tennessee 37419, Attention: Chief Financial Officer. Each such
notice and other communication delivered personally shall be deemed to have
been
given when delivered. Each such notice and other communication delivered by
mail
shall be deemed to have been given when it is deposited in the United States
mail in the manner specified herein.
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ACKNOWLEDGEMENT
The
undersigned acknowledges receipt of, and understands and agrees to be bound
by,
this Award Notice and the Plan. The undersigned further acknowledges that this
Award Notice and the Plan set forth the entire understanding between him or
her
and the Company regarding the restricted stock granted by this Award Notice
and
that this Award Notice and the Plan supersede all prior oral and written
agreements on that subject.
Dated:
_______________, 20__
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Grantee:
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Covenant
Transport, Inc.
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By:
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