-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TdjPrSaEi1YihkIJSNegqPivpPD3mFdNKsXjf2/Dd7BHu2x4osg4PoOHkQG1cVBi 8VMPlbTObFbBPNzjayzPFg== 0000950152-05-004605.txt : 20050519 0000950152-05-004605.hdr.sgml : 20050519 20050519151042 ACCESSION NUMBER: 0000950152-05-004605 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050517 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON PRECISION CORP CENTRAL INDEX KEY: 0000012570 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 221830121 STATE OF INCORPORATION: DE FISCAL YEAR END: 0814 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03252 FILM NUMBER: 05844635 BUSINESS ADDRESS: STREET 1: 767 THIRD AVE 29TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123194657 MAIL ADDRESS: STREET 1: 30195 CHAGRIN BLVD STREET 2: SUITE 208W CITY: CLEVELAND STATE: OH ZIP: 44124-5755 FORMER COMPANY: FORMER CONFORMED NAME: BLASIUS INDUSTRIES INC DATE OF NAME CHANGE: 19890116 8-K 1 l13395ae8vk.htm LEXINGTON PRECISION CORPORATION 8-K Lexington Precision Corporation 8-K
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 17, 2005

Lexington Precision Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)
     
0-3252   22-1830121
(Commission File Number)   (IRS Employer Identification No.)
     
40 East 52nd Street, New York, NY   10022
(Address of principal executive offices)   (Zip Code)

(212) 319-4657

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

 

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Section 1 – Registrant’s Business and Operations

     Item 1.01 Entry into a Material Definitive Agreement.

     On May 17, 2005, at the annual meeting of stockholders of Lexington Precision Corporation (the “Company”), the stockholders approved a proposal to adopt the Lexington Precision Corporation 2005 Stock Award Plan (the “Plan”). The Plan was approved by the Board of Directors of the Company on April 21, 2005 and included as Exhibit A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2005 (the “Proxy Statement”). The description of the Plan set forth on pages 3 to 9 of the Proxy Statement is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

     Item 9.01 Financial Statements and Exhibits.

     Exhibits

         
  Exhibit 10-1   Lexington Precision Corporation 2005 Stock Award Plan – incorporated by reference from Exhibit A to the Proxy Statement on Schedule 14A of Lexington Precision Corporation filed with the Securities and Exchange Commission on April 22, 2005.
 
        
  Exhibit 10-2   Form of the Incentive Stock Option Award Agreement Pursuant to the Lexington Precision Corporation 2005 Stock Award Plan – filed herewith.
 
        
  Exhibit 10-3   Form of the Non-Qualified Stock Option Award Agreement Pursuant to the Lexington Precision Corporation 2005 Stock Award Plan – filed herewith.
 
        
  Exhibit 10-4   Form of the Restricted Stock Award Agreement Pursuant to the Lexington Precision Corporation 2005 Stock Award Plan – filed herewith.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

       
  LEXINGTON PRECISION CORPORATION
     
  (Registrant)

Date: May 19, 2005
         
     
  By:   s/s Dennis J. Welhouse    
    Name:   Dennis J. Welhouse   
    Title:   Senior Vice President and
Chief financial Officer 		  
 

 

EX-10.2 2 l13395aexv10w2.txt EX-10.2 INCENTIVE STOCK OPTION AWARD AGREEMENT EXHIBIT 10-2 INCENTIVE STOCK OPTION AWARD AGREEMENT PURSUANT TO THE LEXINGTON PRECISION CORPORATION 2005 STOCK AWARD PLAN Name of Option Holder: Date of Grant: Number of Shares: Exercise Price per Share: Expiration Date: This INCENTIVE STOCK OPTION AWARD AGREEMENT (the "Award Agreement") is made as of ____________, 20__ between Lexington Precision Corporation, a Delaware corporation (the "Company"), and the above-named individual, an employee of the Company or one of its Subsidiaries (the "Option Holder"), to record the granting of an incentive stock option pursuant to the Company's 2005 Stock Award Plan (the "Plan"). Terms used herein that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms herein. 1. Grant of Option. The Company hereby grants to the Option Holder, subject to and pursuant to the terms and conditions of the Plan and this Award Agreement, the option to purchase from the Company (this "Option") an aggregate number of shares (the "Shares") of common stock of the Company, par value $0.25 per share (the "Common Stock"), set forth above at an exercise price per share set forth above. Said exercise price is equal to the fair market value (110% of fair market value in the case of a Ten Percent Shareholder) of the Company's Common Stock on the date of grant of this Option. The parties intend this Option to be treated as an incentive stock option under the Code. 2. Expiration Date. This Option shall expire on the expiration date set forth above (the "Expiration Date") unless this Option expires earlier as provided in Sections 5, 6 or 7 of this Award Agreement. The Expiration Date shall not be more than 10 years (5 years in the case of a Ten Percent Shareholder) from the date of grant. -2- 3. Exercisability. No Shares may be purchased under this Option and this Option shall not be exercisable until the Option has vested pursuant to the following vesting schedule. provided, in each case, any additional conditions and performance goals set forth in Schedule I have been satisfied and the Option Holder is still employed by the Company or one of its Subsidiaries: Anniversary of Date of Grant Option Shares Vested If the Option Holder's employment is terminated, Section 5 shall govern the Option Holder's rights under this Option. Notwithstanding the foregoing or any other provision of the Plan or this Award Agreement, this Option may not be exercised after the Expiration Date. 4. Method of Exercising Options. The Option may be exercised from time to time by written notice (in the form prescribed by the Company) delivered to and received by the Company or its designated agent, which notice shall state the election to exercise the Option and the number of whole Shares with respect to which the Option is being exercised. Such notice must be accompanied by a check payable to the Company or, subject to the Committee's approval, such other consideration allowed pursuant to the Plan, in payment of the full Option Price for the number of Shares purchased. As soon as practicable after it receives such notice and payment, as applicable, and following receipt from the Option Holder of payment for any taxes which the Company is required by law to withhold by reason of such exercise, the Company will deliver to the Option Holder a certificate or certificates for the Shares so purchased. The Committee, in its sole discretion, may permit an Option Holder to exercise the Option pursuant to a "cashless exercise" procedure (subject to securities law restrictions), or by any other means the Committee determines is consistent with the Plan's purpose and applicable law. Upon the exercise of the Option Holder's right to purchase Shares under this Option, the number of Shares subject to the Option shall be reduced on a one-for-one basis. 5. Cancellation of Options. (a) Expiration of Term. On the Expiration Date, the unexercised Options shall be cancelled automatically. (b) Termination of Employment. Except as provided in Sections 6 and 7 below, any unvested portion of the Option shall automatically be cancelled upon termination of the Option Holder's employment with the Company or any of its Subsidiaries for any reason. Any portion of the Option vested at the time of termination may only be exercised by the Option Holder at any time on or prior to the earlier of the Expiration Date or the expiration of three (3) months after the date of termination. Any vested portion of the Option that is not exercised within such time period shall be automatically cancelled. A "termination" includes any event which causes the Option -3- Holder to lose his or her eligibility to participate in the Plan (e.g., an individual is employed by a company that ceases to be a Subsidiary of the Company). 6. Death of Option Holder. Upon the death of the Option Holder while the Option Holder is an employee of the Company or a Subsidiary, any unvested portion of the Option shall fully vest. The Option may be exercised by the Option Holder's estate, or by a person who acquires the right to exercise the Option by bequest or inheritance or by reason of the death of the Option Holder, provided that such exercise occurs both on or before the Expiration Date and on or before the first anniversary of the Option Holder's death. Any portion of the Option not exercised within such time period will be cancelled. 7. Disability. Upon termination of the Option Holder's employment by reason of the Option Holder's Disability, any unvested portion of the Option shall fully vest. The Option may be exercised by the Option Holder, provided that such exercise occurs both on or before the Expiration Date and on or before the first anniversary of the Option Holder's Disability. Any portion of the Option not exercised within such time period will be cancelled. 8. Non-Assignability. The Option shall not be assignable or transferable by the Option Holder, except by will or by the laws of descent and distribution. During the life of the Option Holder, the Option shall be exercisable only by the Option Holder. 9. Rights as a Shareholder. The Option Holder shall have no rights as a shareholder by reason of the Option unless and until certificates for shares of Common Stock are issued to him or her. 10. Discretionary Plan; Employment. The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. With respect to the Plan, (a) each grant of an Option is a one-time benefit which does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options; (b) all determinations with respect to any such future grants, including, but not limited to, the times when the Option shall be granted, the number of Shares subject to each Option, the Option Price, and the times when each Option shall be exercisable, will be at the sole discretion of the Company; (c) if the Option Holder is an Employee, the Option Holder's participation in the Plan shall not create a right to further or continued employment with the Option Holder's employer and shall not interfere with the ability of the Option Holder's employer to terminate the Option Holder's employment relationship at any time with or without cause; (d) the Option Holder's participation in the Plan is voluntary; (e) the Option is not part of normal and expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payment, bonuses, long-service awards, pension or retirement benefits, or similar payments; (f) the future value of the Shares underlying the Options is unknown and cannot be predicted with certainty; (g) if the underlying Shares do not increase in value, the Option will have no value; and (h) the ability of the Option Holder to sell Shares acquired pursuant to this Option may be limited by applicable securities laws. 11. Effect of Plan. The Plan is hereby incorporated by reference into this Award Agreement, and this Award Agreement is subject in all respects to the provisions of the Plan, including without limitation the authority of the Committee to adjust awards and to make -4- interpretations and other determinations with respect to all matters relating to this Award Agreement and the Plan. 12. Notice. Notices hereunder shall be in writing and if to the Company shall be addressed to the Secretary of the Company at Lexington Precision Corporation., 40 East 52nd Street, New York, NY 10022 or to such other person and/or addresses the Company may provide by notice to Option Holder and if to the Option Holder shall be addressed to the Option Holder at his or her address as it appears on the Company's records. 13. Successors and Assigns. This Award Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and, to the extent provided in Section 6 hereof, to the heirs or legatees of the Option Holder. 14. Grant/Exercise Subject to Applicable Regulatory Approvals. Any grant of Options under the Plan is specifically conditioned on, and subject to, any required regulatory approvals. If necessary approvals for the grant or exercise are not obtained, the Options may be cancelled or rescinded, or they may expire, as determined by the Company in its sole and absolute discretion. The Company may restrict the exercise of any Option if the Shares issuable pursuant to the Option have not yet been registered pursuant to the Securities Act of 1933, as amended; provided, however, this limitation shall not apply during the six (6) months immediately prior to the Expiration Date or if the Option Holder agrees in writing that the Shares issuable upon the exercise will be restricted securities and bear a restrictive legend. -5- IN WITNESS WHEREOF, the Company and the Option Holder have caused this Award Agreement to be executed on the date set forth opposite their respective signatures, it being further understood that the date of grant may differ from the date of signature. Dated: ____________ LEXINGTON PRECISION CORPORATION By: _____________________ Name: Title: Dated: ____________ OPTION HOLDER _________________________ Name: -6- SCHEDULE I VESTING CONDITIONS AND PERFORMANCE GOALS EX-10.3 3 l13395aexv10w3.txt EX-10.3 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT EXHIBIT 10-3 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE LEXINGTON PRECISION CORPORATION 2005 STOCK AWARD PLAN Name of Option Holder: Date of Grant: Number of Shares: Exercise Price per Share: Expiration Date: This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the "Award Agreement") is made as of ____________, 20__ between Lexington Precision Corporation, a Delaware corporation (the "Company"), and the above-named individual, an employee of the Company or one of its Subsidiaries (the "Option Holder"), to record the granting of a non-qualified stock option pursuant to the Company's 2005 Stock Award Plan (the "Plan"). Terms used herein that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms herein. 1. Grant of Option. The Company hereby grants to the Option Holder, subject to and pursuant to the terms and conditions of the Plan and this Award Agreement, the option to purchase from the Company (this "Option") an aggregate number of shares (the "Shares") of common stock of the Company, par value $0.25 per share (the "Common Stock"), set forth above at an exercise price per share set forth above. The parties intend this Option to be treated as a non-qualified stock option under the Code. 2. Expiration Date. This Option shall expire on the expiration date set forth above (the "Expiration Date") unless this Option expires earlier as provided in Sections 5, 6 or 7 of this Award Agreement. 3. Exercisability. No Shares may be purchased under this Option and this Option shall not be exercisable until the Option has vested pursuant to the following vesting schedule. provided, in each case, any additional conditions and performance goals set forth in Schedule I -2- have been satisfied and the Option Holder is still employed by the Company or one of its Subsidiaries: Anniversary of Date of Grant Option Shares Vested If the Option Holder's employment is terminated, Section 5 shall govern the Option Holder's rights under this Option. Notwithstanding the foregoing or any other provision of the Plan or this Award Agreement, this Option may not be exercised after the Expiration Date. 4. Method of Exercising Options. The Option may be exercised from time to time by written notice (in the form prescribed by the Company) delivered to and received by the Company or its designated agent, which notice shall state the election to exercise the Option and the number of whole Shares with respect to which the Option is being exercised. Such notice must be accompanied by a check payable to the Company or, subject to the Committee's approval, such other consideration allowed pursuant to the Plan, in payment of the full Option Price for the number of Shares purchased. As soon as practicable after it receives such notice and payment, as applicable, and following receipt from the Option Holder of payment for any taxes which the Company is required by law to withhold by reason of such exercise, the Company will deliver to the Option Holder a certificate or certificates for the Shares so purchased. The Committee, in its sole discretion, may permit an Option Holder to exercise the Option pursuant to a "cashless exercise" procedure (subject to securities law restrictions), or by any other means the Committee determines is consistent with the Plan's purpose and applicable law. Upon the exercise of the Option Holder's right to purchase Shares under this Option, the number of Shares subject to the Option shall be reduced on a one-for-one basis. 5. Cancellation of Options. (a) Expiration of Term. On the Expiration Date, the unexercised Options shall be cancelled automatically. (b) Termination of Employment. Except as provided in Sections 6 and 7 below, any unvested portion of the Option shall automatically be cancelled upon termination of the Option Holder's employment with the Company or any of its Subsidiaries for any reason. Any portion of the Option vested at the time of termination may only be exercised by the Option Holder at any time on or prior to the earlier of the Expiration Date or the expiration of three (3) months after the date of termination. Any vested portion of the Option that is not exercised within such time period shall be automatically cancelled. A "termination" includes any event which causes the Option Holder to lose his or her eligibility to participate in the Plan (e.g., an individual is employed by a company that ceases to be a Subsidiary of the Company). -3- 6. Death of Option Holder. Upon the death of the Option Holder while the Option Holder is an employee of the Company or a Subsidiary, any unvested portion of the Option shall fully vest. The Option may be exercised by the Option Holder's estate, or by a person who acquires the right to exercise the Option by bequest or inheritance or by reason of the death of the Option Holder, provided that such exercise occurs both on or before the Expiration Date and on or before the first anniversary of the Option Holder's death. Any portion of the Option not exercised within such time period will be cancelled. 7. Disability. Upon termination of the Option Holder's employment by reason of the Option Holder's Disability, any unvested portion of the Option shall fully vest. The Option may be exercised by the Option Holder, provided that such exercise occurs both on or before the Expiration Date and on or before the first anniversary of the Option Holder's Disability. Any portion of the Option not exercised within such time period will be cancelled. 8. Non-Assignability. The Option shall not be assignable or transferable by the Option Holder, except by will or by the laws of descent and distribution. During the life of the Option Holder, the Option shall be exercisable only by the Option Holder. 9. Rights as a Shareholder. The Option Holder shall have no rights as a shareholder by reason of the Option unless and until certificates for shares of Common Stock are issued to him or her. 10. Discretionary Plan; Employment. The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. With respect to the Plan, (a) each grant of an Option is a one-time benefit which does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options; (b) all determinations with respect to any such future grants, including, but not limited to, the times when the Option shall be granted, the number of Shares subject to each Option, the Option Price, and the times when each Option shall be exercisable, will be at the sole discretion of the Company; (c) if the Option Holder is an Employee, the Option Holder's participation in the Plan shall not create a right to further or continued employment with the Option Holder's employer and shall not interfere with the ability of the Option Holder's employer to terminate the Option Holder's employment relationship at any time with or without cause; (d) the Option Holder's participation in the Plan is voluntary; (e) the Option is not part of normal and expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payment, bonuses, long-service awards, pension or retirement benefits, or similar payments; (f) the future value of the Shares underlying the Options is unknown and cannot be predicted with certainty; (g) if the underlying Shares do not increase in value, the Option will have no value; and (h) the ability of the Option Holder to sell Shares acquired pursuant to this Option may be limited by applicable securities laws. 11. Effect of Plan. The Plan is hereby incorporated by reference into this Award Agreement, and this Award Agreement is subject in all respects to the provisions of the Plan, including without limitation the authority of the Committee to adjust awards and to make interpretations and other determinations with respect to all matters relating to this Award Agreement and the Plan. -4- 12. Notice. Notices hereunder shall be in writing and if to the Company shall be addressed to the Secretary of the Company at Lexington Precision Corporation., 40 East 52nd Street, New York, NY 10022 or to such other person and/or addresses the Company may provide by notice to Option Holder and if to the Option Holder shall be addressed to the Option Holder at his or her address as it appears on the Company's records. 13. Successors and Assigns. This Award Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and, to the extent provided in Section 6 hereof, to the heirs or legatees of the Option Holder. 14. Grant/Exercise Subject to Applicable Regulatory Approvals. Any grant of Options under the Plan is specifically conditioned on, and subject to, any required regulatory approvals. If necessary approvals for the grant or exercise are not obtained, the Options may be cancelled or rescinded, or they may expire, as determined by the Company in its sole and absolute discretion. The Company may restrict the exercise of any Option if the Shares issuable pursuant to the Option have not yet been registered pursuant to the Securities Act of 1933, as amended; provided, however, this limitation shall not apply during the six (6) months immediately prior to the Expiration Date or if the Option Holder agrees in writing that the Shares issuable upon the exercise will be restricted securities and bear a restrictive legend. -5- IN WITNESS WHEREOF, the Company and the Option Holder have caused this Award Agreement to be executed on the date set forth opposite their respective signatures, it being further understood that the date of grant may differ from the date of signature. Dated: ____________ LEXINGTON PRECISION CORPORATION By: __________________________ Name: Title: Dated: ____________ OPTION HOLDER ______________________________ Name: -6- SCHEDULE I VESTING CONDITIONS AND PERFORMANCE GOALS EX-10.4 4 l13395aexv10w4.txt EX-10.4 RESTRICTED STOCK AWARD AGREEMENT EXHIBIT 10-4 RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE LEXINGTON PRECISION CORPORATION 2005 STOCK AWARD PLAN Name of Participant: Date of Grant: Number of Shares: Value of each Share on Date of Grant: $ This RESTRICTED STOCK AGREEMENT (the "Agreement"), dated as of _______________ 20__, is made between Lexington Precision Corporation, a Delaware corporation (the "Company") and the above-named individual (the "Participant") to record the granting of Restricted Stock on ____________________ (the "Date of Grant") to the Participant pursuant to the Lexington Precision Corporation 2005 Stock Award Plan (the "Plan"). The Company and the Participant hereby agree as follows: 1. Grant of Shares. The Company hereby grants to the Participant, as of the Date of Grant, subject to and in accordance with the terms and conditions of the Plan and this Agreement, _____________ shares of the Company's Common Stock, par value $0.25 per share (the "Common Stock"). The grant of shares of Common Stock to the Participant, evidenced by this Agreement, is an award of Restricted Stock (as defined in the Plan) and such shares of Restricted Stock are referred to herein as the "Shares". 2. Vesting of Shares. Ownership of the Shares shall vest pursuant to the following vesting schedule, provided, in each case, any additional conditions and performance goals set forth in Schedule I have been satisfied and the Participant is still employed or retained by the Company or one of its Subsidiaries: Anniversary of Date of Grant Shares Vested The foregoing vesting schedule notwithstanding, if the employment or other relationship of the Participant with the Company or one of its Subsidiaries terminates by reason of the -2- Participant's Disability or death, all Shares or portions thereof not yet vested shall become immediately vested. 3. Forfeiture. Shares that do not become vested in accordance with the vesting criteria set forth in Section 2 (and any dividends or other distributions related to such Shares) shall be forfeited to the Company. Accordingly, if the Shares do not vest in accordance with the vesting criteria set forth in Section 2 and the Participant's employment or service terminates for any reason, the Shares shall be forfeited. 4. Legend. Each share certificate representing the Shares shall bear a legend indicating that such Shares are "Restricted Stock" and are subject to the provisions of this Agreement and the Plan. 5. Withholding Taxes. If the Participant is an employee of the Company or any of its Subsidiaries, the Participant shall remit to the Company the amount needed to satisfy any federal, state or local withholding taxes that may arise or be applicable as the result of the award or vesting of the Shares. 6. General Restrictions on Issuance of Stock Certificates. The Company shall not be required to deliver any certificate representing the Shares until it has been furnished with such opinions, representations or other documents as it may deem necessary or desirable, in its discretion, to ensure compliance with any law or rules of the Securities and Exchange Commission or any other governmental authority having jurisdiction under the Plan or over the Company, the Participant, or the Shares or any interests granted thereunder. 7. Rights as Shareholder. Except for the dividend and distribution restrictions described below, and the transfer and other restrictions set forth elsewhere in this Agreement and in the Plan, the Participant, as record holder of the Shares, shall possess all the rights of a holder of the Company's Common Stock, including voting, dividend and other distribution rights, provided, however, that prior to vesting the certificates representing the Shares, as well as any dividends or other distributions with respect to such Shares, shall be held by the Company for the benefit of the Participant. Any distributions with respect to the Shares in the form of capital stock shall be treated as Restricted Stock in the same manner as the Shares. If the underlying Shares do not vest, then any capital stock distributed with respect to the Shares, as well as any other dividends or other distributions with respect to such Shares, shall be forfeited to the Company. Upon forfeiture of any Shares, the Participant agrees to deliver promptly to the Company certificates representing such Shares which do not vest and a stock power executed in blank covering such Shares (and covering any capital stock distributed with respect to such Shares). The stock power with respect to any certificate representing Shares which do not vest shall be completed in the name of the Company by an officer of the Company and returned to treasury. 8. Transferability - Restricted Share Certificates. The Shares may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated until they become vested in accordance with Section 2 of this Agreement and then only to the extent permitted under this Agreement and by applicable securities laws. Prior to vesting, all rights -3- with respect to the Restricted Stock granted to a Participant under the Plan shall be available, during such Participant's lifetime, only to such Participant. 9. No Consultant/Employment Rights. Neither the Plan nor this award shall confer upon the Participant any right with respect to continuance of employment by or service as a consultant of the Company or any affiliate nor shall they interfere in any way with the right of the Company or any affiliate to terminate the Participant's employment or service as a consultant at any time, with or without cause. 10. Section 83(b) Election. The Participant may elect, within 30 days of the Date of Grant pursuant to Section 83(b) of the Internal Revenue Code, to include in his or her gross income the fair market value of the Shares covered by this Agreement in the taxable year of grant. The election must be made by filing the appropriate notice with the Internal Revenue Service within 30 days of the Date of Grant. If the Participant makes this election, the Participant shall promptly notify the Company by submitting to the Company a copy of the election notice filed with the Internal Revenue Service. 11. Adjustment of Shares. As provided by the Plan, in the event of any change in the Common Stock of the Company by reason of any stock dividend, stock split, recapitalization, reorganization, merger, consolidation, split-up, combination, or exchange of Shares, or of any similar change affecting the Common Stock, the Shares shall be adjusted automatically consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participant hereunder. 12. Coordination with Plan. Terms used herein that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms herein. 13. Notices. All notices to the Company shall be in writing and sent to the Company's Secretary at the Company's offices, Lexington Precision Corporation., 40 East 52nd Street, New York, NY 10022 or to such other person and/or addresses the Company may provide by notice to Participant. Notices to the Participant shall be addressed to the Participant at the Participant's address as it appears on the Company's records. -4- IN WITNESS WHEREOF, the Company and the Participant have caused this Restricted Stock Agreement to be executed on the date set forth opposite their respective signatures, it being further understood that the Date of Grant may differ from the date of signature. Dated:____________ LEXINGTON PRECISION CORPORATION By:______________________________ Name: Title: Dated:____________ PARTICIPANT _________________________________ Name: -5- SCHEDULE I VESTING CONDITIONS AND PERFORMANCE GOALS -----END PRIVACY-ENHANCED MESSAGE-----