STOCK UNIT AWARD AGREEMENT
Exhibit 10.15
On this, the
_____
day of
_____, 20_____, ICG Group, Inc., a Delaware corporation (“ICG”), hereby
grants to
_____
a Stock Unit Award (the “Award”), of
_____
stock units (the “Restricted
Units”) under the ICG 2005 Omnibus Equity Compensation Plan, as amended (the “Plan”). Each
Restricted Unit represents your right to receive one share of common stock of ICG (the “Common
Stock”) on a future redemption date, subject to the terms and conditions set forth in this
Agreement and the Plan.
GENERAL PROVISIONS
1. Restricted Unit Account. ICG shall establish and maintain a Restricted Unit account
(the “Account”) for you and shall record in such Account the number of Restricted Units granted to
you. You shall not have any interest in any fund or specific assets of ICG by reason of this Award
or the Account established for you.
2. Vesting.
(a) You will become vested in your right to the Restricted Units granted under this Award
according to the following vesting schedule, provided you do not incur a termination of service or
employment with the Company (as defined in the Plan) prior to the applicable vesting date:
| Vesting Date | Percentage of Restricted Units Vesting | ||
| 100% | |||
(b) If your service or employment with the Company terminates for any reason prior to your
vesting in any of the Restricted Units as provided in subparagraph (a), the Restricted Units that
are not vested as of your termination of service or employment shall terminate and you shall not
have any redemption rights with respect to any of such unvested Restricted Units.
3. Redemption. Within thirty (30) days following the date of your termination of service
or employment with the Company (the “Redemption Date”), the Company shall redeem all of the vested
Restricted Units, as provided in Paragraph 2, in accordance with this Paragraph 3, unless delay is
required pursuant to Paragraph 17(b) below or a Change of Control (as defined in Paragraph 7)
occurs prior to the Redemption Date. On the Redemption Date, all vested Restricted Units in your
Account will be converted to an equivalent number of shares of Common Stock, and you shall receive
a single sum distribution of such shares of Common Stock, which shall be issued under the Plan.
4. Dividend Equivalents. Until such time as the Restricted Units are redeemed or
forfeited, if any dividends are declared with respect to the shares of Common Stock, ICG shall pay
to you, in the same form, and at the same time, that dividends are paid to the stockholders of ICG,
the amount of the dividend that would have been distributed if the Restricted Units credited to
your Account at the time of the declaration of the dividend were shares of Common Stock of ICG,
irrespective of whether such Restricted Units have vested pursuant to Paragraph 2.
ADDITIONAL PROVISIONS
5. Non-Transferability of Award. No Restricted Units awarded to you under this Agreement
may be transferred, assigned, pledged, encumbered or exercised by you and a Restricted Unit may be
redeemed during your lifetime only by you. Any attempt to transfer, assign, pledge, or encumber
the Restricted Unit by you shall be null, void and without effect.
6. No Rights as Stockholder. You shall not have any rights as a stockholder of ICG,
including the right to any dividends (except as provided in Paragraph 4), or the right to vote,
with respect to any Restricted Units.
7. Change of Control. If a Change of Control occurs prior to the Redemption Date, all of
your Restricted Units will be converted to an equivalent number of shares of Common Stock and
distributed to you in a single sum upon the occurrence of the Change of Control. For this purpose,
a Change of Control shall have the same meaning as such term is defined in the Plan; provided,
however, that a Change of Control shall not be deemed to have occurred if the Change of Control
does not constitute a change in the ownership or effective control of ICG, or in the ownership of a
substantial portion of the assets of ICG, within the meaning of section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and its corresponding regulations.
8. Incorporation by Reference; Definitions. This Award shall be subject to the terms,
conditions and limitations of the Plan, which are incorporated herein by reference. In the event
of any contradiction, distinction or difference between this Stock Unit Award Agreement and the
terms of the Plan, the terms of the Plan will control. Except as otherwise defined in this Stock
Unit Award Agreement, the terms used in this Stock Unit Award Agreement shall have the meanings set
forth in the Plan. The Award is subject to the interpretations, regulations and determinations
concerning the Plan established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to the withholding of taxes, (ii) the registration, qualification or
listing of the shares, (iii) changes in capitalization of ICG, and (iv) other requirements of
applicable law. The Committee shall have the authority to interpret and construe the Award
pursuant to the terms of the Plan, its decisions shall be conclusive as to any questions arising
hereunder, and your acceptance of this Award is you agreement to be bound by the interpretations
and decisions of the Committee with respect to this Award and the Plan.
9. Restrictions on Issuance or Transfer of Shares of Common Stock.
(a) The obligation of ICG to deliver shares of Common Stock upon the redemption of the
Restricted Units shall be subject to the condition that if at any time the Committee shall
determine in its discretion that the listing, registration or qualification of the shares of Common
Stock upon any securities exchange or under any state or federal law, or the consent or approval of
any governmental regulatory body is necessary or desirable as a condition of, or in connection
with, the issue of shares of Common Stock, the shares of Common Stock may not be issued in whole or
in part unless such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee. The issuance of
Restricted Units and of shares of Common Stock to you on the Redemption Date is subject to
any applicable taxes and other laws or regulations of the United States or of any state having
jurisdiction thereof.
(b) You agree to be bound by ICG’s policies regarding the transfer of the shares of Common
Stock and understand that there may be certain times during the year in which you will be
prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or
encumbering the shares of Common Stock.
(c) On the Redemption Date, a certificate representing the shares of Common Stock that are
redeemed shall be issued to you or, if allowed, the shares of Common Stock will be delivered
electronically to an account designated by you.
10. Withholding. To the extent required by applicable law, you are required to pay to the
Company, or make other arrangements satisfactory to the Company to provide for the payment of, any
federal, state, local or other taxes that the Company is required to withhold with respect to the
grant, vesting or redemption of this Award. Subject to Committee approval, you may elect to
satisfy any tax withholding obligation of the Company with respect to this Award by having shares
withheld up to an amount that does not exceed the minimum applicable withholding tax rate for
federal (including FICA), state, local and other tax liabilities.
11. No Rights to Continued Service or Employment. This Award shall not confer upon you any
right to be retained by or in the service or employment of ICG or its parent, subsidiaries or
affiliates and shall not interfere in any way with the right of ICG or its parent, subsidiaries or
affiliates to terminate your service or employment at any time. The right of ICG or its parent,
subsidiaries or affiliates to terminate at will your service or employment at any time for any
reason is specifically reserved.
12. Assignment by ICG. The rights and protections of ICG hereunder shall extend to any
successors or assigns of ICG and to ICG’s parents, subsidiaries, and affiliates. This Award may be
assigned by ICG without your consent.
13. Acknowledgment. By executing this Agreement, you hereby acknowledge that with respect
to any right to payment pursuant to this Agreement, you are and shall be an unsecured general
creditor of ICG without any preference as against other unsecured general creditors of ICG, and you
hereby covenant for yourself, and anyone at any time claiming through or under you not to claim any
such preference, and hereby disclaim and waive any such preference which may at any time be at
issue, to the fullest extent permitted by applicable law. You also hereby acknowledge receipt of a
copy of the Plan and agree to be bound by the terms of the Plan and this Agreement. You further
agree to be bound by the determinations and decisions of the Committee with respect to the Plan and
your rights to benefits under the Plan, and agree that all such determinations and decisions of the
Committee shall be binding on you, your beneficiaries and any other person having or claiming an
interest under the Plan on your behalf.
14. Effect on Other Benefits. The value of Restricted Units or any shares of Common Stock
distributed to you with respect to the Restricted Units shall not be considered eligible earnings
for purposes of any other plans maintained by the Company. Neither shall such value be
considered part of your compensation for purposes of determining or calculating other benefits that
are based on compensation, such as life insurance.
15. Governing Law. This Agreement shall be deemed to be made under and shall be construed
in accordance with the laws of the State of Delaware, without giving effect to the conflicts of
laws provisions thereof.
16. Notice. All notices hereunder shall be in writing, and if to ICG or to the Committee,
shall be delivered to the Board of Directors of ICG or mailed to its principal office, addressed to
the attention of the Board of Directors of ICG; and if to you, shall be delivered personally sent
by facsimile transmission or mailed to you at the address appearing in the records of the Company.
Such addresses may be changed at any time by written notice to other party given in accordance with
this Paragraph 16.
17. Section 409A of the Code.
(a) This Agreement is intended to comply with the requirements of section 409A of the Code and
shall be interpreted and administered in accordance with such requirements. Notwithstanding any
provision in this Agreement to the contrary, redemption and payment may only be made under this
Agreement upon an event or in a manner permitted by section 409A of the Code and its corresponding
regulations. Each redemption and payment under this Agreement shall be treated as a separate
redemption and payment for purposes of section 409A of the Code. In no event may you designate the
calendar year of redemption or payment.
(b) Notwithstanding any provision to the contrary in this Agreement, if a redemption or
payment under this Agreement is payable to you upon separation from service (within the meaning of
section 409A of the Code) from the Company, then if at the time of your separation from service you
are a “specified employee” (as such term is defined in section 409A(2)(B)(i) of the Code and its
corresponding regulations) as determined by the Company (or any successor thereto), in its sole
discretion, in accordance with its specified employee determination policy, then the redemption and
payment to you pursuant to this Agreement shall be postponed for a period of six (6) months
following your separation from service from the Company. The postponed amounts shall be
distributed and paid to you in a lump sum within thirty (30) days after the date that is six (6)
months following your separation from service from the Company. If you die during such six (6)
month period and prior to the distribution of the postponed amounts hereunder, the amounts delayed
on account of section 409A of the Code shall be distributed to the personal representative of your
estate within sixty (60) days after the date of your death.
[SIGNATURE PAGE FOLLOWS]
| ICG GROUP, INC. | ||||||
Date:
_____
|
By: | |||||
| Chairman and Chief Executive Officer | ||||||
| Attest: | ||||
By: |
||||
| Vice President, Treasury and Tax | ||||
I hereby accept the Award of Restricted Units described in this Stock Unit Award Agreement. I have
read the terms of the Plan and this Stock Unit Award Agreement, and agree to be bound by the terms
of the Plan and this Stock Unit Award Agreement and the interpretations of the Committee with
respect thereto.
| ACCEPTED: | ||||||
| By: | ||||||
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