Exhibit 4.3
INTERNATIONAL SPECIALTY PRODUCTS INC.
300 Delaware Avenue, Suite 303
Wilmington, Delaware 19801
November 29, 2000
Stephen Olsen
1361 Alps Road
Wayne, NJ 07470
Re: INTERNATIONAL SPECIALTY PRODUCTS INC. - OLSEN RESTRICTED SHARE PLAN
Dear Mr. Olsen,
International Specialty Products Inc., a Delaware corporation (the "Company"),
hereby grants to you, pursuant to the Olsen Restricted Share Plan, upon your
countersignature of this letter agreement (this "Agreement") below, the
following:
1. Restricted Shares
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Subject to the terms and conditions of this Agreement, effective as of October
2, 2000 (the "Effective Date"), the Company grants to you 80,000 restricted
shares of common stock, $.01 par value, of the Company (the "Restricted
Shares"). The Restricted Shares shall vest in 20% increments on each October 2,
commencing on October 2, 2001 and ending on October 2, 2005, as shown below,
provided that on each vesting date you are, and have continually been from the
Effective Date until such vesting date, an employee of the Company:
Date Shares Vested
---- -------------
10/02/01 16,000
10/02/02 32,000
10/02/03 48,000
10/02/04 64,000
10/02/05 80,000
2. Delivery of Restricted Shares
-----------------------------
(a) One or more stock certificates evidencing the Restricted
Shares shall be issued in your name but shall be held and
retained by the Company until the Restricted Shares vest as
provided herein. All such stock certificates shall bear the
following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS AS SET FORTH IN THE
LETTER AGREEMENT DATED NOVEMBER 29, 2000 BETWEEN THE
ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY
OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON
TRANSFEREES OF THESE SHARES.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR STATE SECURITIES LAWS AND MAY
<PAGE>
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER THE ACT OR STATE SECURITIES LAWS OR, IN THE
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE
OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.
(b) You hereby irrevocably appoint the Secretary of the Company as
your attorney-in-fact to execute and deliver any stock power
or other instrument which may be necessary to effectuate the
transfer of the Restricted Shares (or assignment of
distributions thereon) on the books and records of the
Company.
3. Conditions
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(a) Except as otherwise provided herein, you will have all rights
of a shareholder with respect to the Restricted Shares,
including, without limitation, the right to vote the
Restricted Shares and receive any cash and stock dividends
with respect to such Restricted Shares. Any shares issued to
you as a stock dividend with respect to the Restricted Shares
shall be subject to the same restrictions under this Agreement
as the Restricted Shares with respect to which such stock
dividends were issued and shall bear the same legends as the
Restricted Shares.
(b) In the event that the shares of the Company, as a result of a
combination of shares or any other change or exchange for
other securities, by reclassification, reorganization or
otherwise, is increased or decreased or changed into or
exchanged for a different number or kind of shares or other
securities of the Company or of another entity, the number of
the Restricted Shares shall be appropriately adjusted to
reflect such change. If any such adjustment shall result in a
fractional share, such fraction shall be disregarded.
(c) The Restricted Shares, and all rights related thereto, may not
be sold, transferred, assigned, pledged, hypothecated or
otherwise disposed of prior to the time that the Restricted
Shares vest as provided herein.
(d) In the event of change in control of the Company, the
Restricted Shares granted to you, pursuant to the Olsen
Restricted Share Plan and subject to the terms and conditions
of this Agreement, will become fully and immediately vested. A
change in control of the Company shall be deemed to have
occurred if the Heyman Group ceases to have, in the aggregate,
directly or indirectly, at least 20% of the voting power of
the Company. The "Heyman Group" shall mean (i) Samuel J.
Heyman, his heirs, administrators, executors and entities of
which a majority of the voting stock is owned by Samuel J.
Heyman, his heirs, administrators or executors and (ii) any
entity controlled, directly or indirectly, by Samuel J. Heyman
or his heirs, administrators or executors.
(e) If your employment with the Company is terminated for any
reason, you shall forfeit your right as to any unvested
Restricted Shares as of the date of such termination of
employment, and the unvested Restricted Shares shall be
canceled. The provisions of this Paragraph 3(e) shall not
apply to any vested Restricted Shares.
(f) Any sale, transfer, assignment or other disposition by you of
Restricted Shares shall be made in compliance with all federal
and state securities laws. The Compensation Committee of the
Company may from time to time impose any conditions on the
Restricted Shares as it deems necessary or advisable to ensure
such shares are issued and resold in compliance with all
applicable federal and state securities laws.
<PAGE>
(g) On or after a vesting date, the Company shall notify you if
and when the restrictions on the vested Restricted Shares have
lapsed. Within ten (10) business days of a vesting date, the
Company shall deliver to you a certificate for the vested
shares without any legend or restrictions, except for such
restrictions as may be imposed by the Company, in its sole
judgment, under Paragraph 3(f) of this Agreement, provided
that no certificates for shares will be delivered to you until
appropriate arrangements have been made with the Company for
the withholding of any taxes which may be due with respect to
such shares. The Company may condition the delivery of
certificates for shares upon the prior receipt from you of any
undertakings which it may determine are required to assure
that the certificates are being issued in compliance with
federal and state securities laws.
(h) Nothing in this Agreement shall confer on you any right to
continue in the employ of the Company or any subsidiary of
affiliate of the Company or any successor to any of them, or
affect the right of the Company or any such subsidiary,
affiliate or successor to terminate your employment at any
time.
4. Miscellaneous
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(a) This Agreement constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof, supercedes
all agreements between the parties with respect to the subject
matter hereof, and may not be modified or amended except by a
written agreement signed by the parties hereto. This Agreement
shall be binding upon and inure to the benefit of the Company,
its successors and assigns you and your heirs and personal
representatives.
(b) If any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall
attach only to such provision and shall not in any manner
affect or render invalid or unenforceable any other severable
provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision
were not contained in this Agreement.
(c) This Agreement shall be deemed to be a contract under the laws
of the State of New York and for all purposes shall be
construed and enforced in accordance with the internal laws of
that state without regard to principles of conflicts of law.
(d) This Agreement embodies the complete agreement and
understanding among the parties and supersedes and preempts
any prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to
the subject matter hereof in any way.
(e) By executing this Agreement, you acknowledge and agree that
you have had an opportunity to obtain the advice of your own
tax advisor and legal counsel prior to executing this
Agreement.
<PAGE>
Please sign and return the original of the Agreement to the undersigned
at 1361 Alps Road, Building 8, Wayne, New Jersey, 07470 no later than
December 29, 2000. Please retain the enclosed copy of this Agreement
for your records.
Very truly yours,
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Jeffrey Kaplowitz
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Name: Jeffrey Kaplowitz
Title: Sr. Vice President Human Resources
/s/ Stephen Olsen
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Stephen Olsen
