Exhibit 10.3
1990 RJR NABISCO HOLDINGS CORP.
LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK PROGRAM
RESTRICTED STOCK UNIT AGREEMENT
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DATE OF GRANT: March 24, 1997
W I T N E S S E T H
1. GRANT OF RESTRICTED STOCK UNITS. Pursuant to the provisions of its 1990
Long-Term
Incentive Plan and the Restricted Stock Program (collectively, the "Plan"), RJR
Nabisco Holdings Corp. (the "Company") on the above date has granted to
XXXXX X. XXXXXXX (THE "GRANTEE")
subject to the terms and conditions of the Plan and this agreement (the
"Agreement"), a total of
30,000 RESTRICTED STOCK UNITS
which entitle the Grantee to receive an amount in cash equal to the fair market
value of an equivalent number of shares of Common Stock of the Company ("Common
Stock") as of the Payment Date determined in Section 3.
A copy of the Plan is attached and made a part of this Agreement with the
same effect as if set forth in the Agreement itself. All capitalized terms used
below shall have the meaning set forth in the Plan, unless the context requires
a different meaning.
2. VESTING OF RESTRICTED STOCK UNITS. The Restricted Stock Units granted
hereunder shall vest on the earliest of:
(i) (a) March 24, 2000 for 10,000 shares;
(b) March 24, 2001 for 10,000 shares;
(c) March 24, 2002 for 10,000 shares;
(ii) the date of the Grantee's death;
(iii) the date of the Grantee's Disability, as defined in RJR Nabisco
Inc.'s Long Term Disability Plan;
(iv) the date of the Grantee's retirement at the Normal Retirement
Date under the provisions of a retirement plan of the Company; or
(v) the date of a Change of Control.
In the event of the involuntary termination of the Grantee's employment
with the Company or a subsidiary without Cause, the Grantee will be vested in a
number of Restricted Stock Units which is equal to the product of (i) the total
number of Restricted Stock Units granted to the Grantee pursuant to this
Agreement and (ii) a fraction, the numerator of which is number of whole or
partial months between the Date of Grant and the Grantee's Separation Date (as
defined in Section 4) and the denominator of which is 60.
3. PAYMENT OF RESTRICTED STOCK UNITS. Unless the Grantee has elected to
defer receipt of payment in accordance with Section 6, the Grantee will receive
a payment in cash in respect of Restricted Stock Units granted to him based upon
the closing price of Common Stock on the date of vesting (the "Payment Date").
The payment shall be made as soon as practicable following vesting of such
Restricted Stock Units. If the Grantee has elected to defer receipt of such
payment in accordance with Section 6, the Payment Date will be the last day of
the deferral period and payment will be made as soon as practicable thereafter.
4. FORFEITURE OF RESTRICTED STOCK UNITS. Except as otherwise provided in
Section 3 and in this Section 4, Restricted Stock Units that are not vested as
of the Grantee's Separation Date shall be cancelled, and the Grantee shall
forfeit all right, title and interest in and to such Restricted Stock Units
along with the right to any dividend equivalents paid thereon pursuant to
Section 5. "Separation Date" means termination from active employment; it does
not mean the termination of pay and benefits at the end of a period of salary
continuation (or other form of severance pay or pay in lieu of salary).
5. DIVIDEND EQUIVALENT PAYMENTS. At all times prior to the Payment Date,
the Grantee shall receive cash payments at the same time and in the same amount
as any cash dividends paid on an equivalent number of shares of Common Stock.
6. DEFERRAL. The Grantee may elect to defer payment of vested Restricted
Stock Units in accordance with procedures established by the Committee;
provided, that the Grantee may not defer payment in respect of Restricted Stock
Units that vest in connection with the Grantee's termination of employment for
any reason and further, provided, that in no event may the period of deferral
extend beyond January of the year following the Grantee's termination of
employment for any reason. Deferred Restricted Stock Units will continue to
have a value based on the fair market value of an equivalent number of shares of
Common Stock.
7. NO RIGHT TO EMPLOYMENT. The execution and delivery of this Agreement and
the granting of Restricted Stock Units hereunder shall not constitute or be
evidence of any agreement or understanding, express or implied, on the part of
the Company or its subsidiaries to employ the Grantee for any specific period or
in any particular capacity and shall not prevent the Company or its subsidiaries
from terminating the Grantee's employment at any time with or without Cause.
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8. TRANSFERABILITY. Other than as specifically provided in the Plan with
regard to the death of the Grantee, this Agreement and any benefit provided or
accruing hereunder shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and any
attempt to do so shall be void. No such benefit shall, prior to receipt thereof
by the Grantee, be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Grantee.
9. CHANGE IN COMMON STOCK OR CORPORATE STRUCTURE.
a) If at any time the number or nature of outstanding shares of Common
Stock of the Company shall be increased or changed as the result of any stock
dividend, subdivision or reclassification of shares, the number or nature of
Restricted Stock Units subject to this Agreement after such an event shall be
increased or changed in the same proportion or manner as the outstanding shares
of Common Stock are increased or changed, or if the number of outstanding shares
of Common Stock shall at any time be decreased as the result of any combination
or reclassification of shares, the number of Restricted Stock Units subject to
this Agreement after such an event shall be decreased in the same proportion as
the outstanding number of shares of Common Stock is decreased.
b) In the event the Company shall at any time be consolidated with or
merged into any other corporation and holders of the Company's Common Stock
receive common shares of the resulting or surviving corporation, there shall be
an adjustment to the Restricted Stock Units subject to this Agreement after such
an event, and in place of the Restricted Stock Units so subject, a stock
equivalent shall be determined by multiplying the number of common shares of
stock delivered in exchange for a share of Common Stock upon such consolidation
or merger, by the number of Restricted Stock Units subject to this Agreement.
If in such a consolidation or merger, holders of the Company's Common Stock
shall receive any consideration other than common shares of the resulting or
surviving corporation, the Committee shall determine the appropriate adjustment
to shares held pursuant to this Agreement after such an event; provided,
however, such adjustment shall not be to the detriment of the Grantee.
10. TAXES. Any taxes required by federal, state or local laws to be
withheld by the Company on the Grant of Restricted Stock Units or any other
payment or event hereunder shall be paid to the Company by the Grantee by the
time such taxes are required to be paid or deposited by the Company. The
Grantee hereby authorizes the Company to withhold or offset a sufficient amount
from any payment hereunder to satisfy any such tax withholding obligations.
11. NOTICES. Any notices required to be given hereunder to the Company
shall be addressed to The Secretary, RJR Nabisco Holdings Corp., 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, and any notice required to be given
hereunder to the Grantee shall be sent to the Grantee's address as shown on the
records of the Company.
12. GRANTEE. In consideration of the grant, the Grantee specifically agrees
that the Committee shall have the exclusive power to interpret the Plan and this
Agreement and to adopt
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such rules for the administration, interpretation and application of the Plan
and Agreement as are consistent therewith and to interpret or revoke any such
rules. All actions taken and all interpretation and determinations made by the
Committee shall be final, conclusive, and binding upon the Grantee, the Company
and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Agreement. The Committee may delegate its
interpretive authority to an officer or officers of the Company.
13. OTHER PROVISIONS.
a) Titles are provided herein for convenience only and are not to
serve as a basis for interpretation of the Agreement.
b) The Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Agreement.
c) THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAWS.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the
Grantee have executed this Agreement as of the Date of Grant first above
written.
RJR NABISCO, INC.
By:
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Authorized Signatory
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Grantee
Grantee's Taxpayer Identification Number:
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Grantee's Home Address:
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