Exhibit 10.36
FORM OF 2006 RESTRICTED STOCK AGREEMENT
ITT INDUSTRIES, INC.
2003 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES
THIS AGREEMENT (the "Agreement"), effective as of the __ day of ___, 2006, by
and between ITT Industries, Inc. (the "Company") and [name] (the "Grantee"),
WITNESSETH:
WHEREAS, the Grantee is now employed by the Company or an Affiliate (as defined
in the Company's 2003 Equity Incentive Plan, as amended and restated as of July
13, 2004 (the "Plan")) as an employee, and in recognition of the Grantee's
valued services, the Company, through the Compensation and Personnel Committee
of its Board of Directors (the "Committee"), desires to provide an opportunity
for the Grantee to acquire or enlarge stock ownership in the Company, pursuant
to the provisions of the Plan.
NOW, THEREFORE, in consideration of the terms and conditions set forth in this
Agreement and the provisions of the Plan, a copy of which is attached hereto and
incorporated herein as part of this Agreement, and any administrative rules and
regulations related to the Plan as may be adopted by the Committee, the parties
hereto hereby agree as follows:
1. Grant of Restricted Stock. In accordance with, and subject to, the terms
and conditions of the Plan and this Agreement, the Company hereby confirms
the grant on ________ (the "Grant Date") to the Grantee of XXXX shares of
Restricted Stock.
2. Terms and Conditions. It is understood and agreed that the shares of
Restricted Stock are subject to the following terms and conditions:
(a) Restrictions. Except as otherwise provided in the Plan and this
Agreement, the Grantee may not sell, assign, pledge, exchange,
transfer, hypothecate or encumber any shares of Restricted Stock
subject to this Award until the Period of Restriction set forth in
subsection 2(c) below shall lapse.
(b) Custody, Dividends and Voting Rights.
(i) As soon as practicable following the grant of Restricted Stock,
the shares of Restricted Stock shall be registered in the
Grantee's name in certificate or book-entry form. If a
certificate is issued, it shall bear an appropriate legend
referring to the restrictions and it shall be held by the
Company, or its agent, on behalf of the Grantee until the Period
of Restriction has lapsed or otherwise been satisfied. If the
shares are registered in book-entry form, the restrictions shall
be placed on the book-entry registration.
(ii) Except for the transfer restrictions, and subject to such other
restrictions, if any, as determined by the Committee, the Grantee
shall have all other rights of a holder of shares, including the
right to receive dividends paid (whether in cash or property)
with respect to the Restricted Stock and the
right to vote (or to execute proxies for voting) such shares.
Unless the Committee determines otherwise, if all or a part of
the dividend in respect of the Restricted Stock is paid in shares
or any other security issued by the Company, such shares or other
securities shall be held by the Company subject to the same
restrictions as the Restricted Stock in respect of which the
dividend is paid.
(c) Lapse of Period of Restriction. Subject to subsection 2(d) below, the
Period of Restriction shall lapse, and shares of Restricted Stock
shall vest and become free of the forfeiture and transfer restrictions
contained in this Agreement on __________, provided the Grantee has
been actively and continuously employed by the Company or an Affiliate
on a full-time basis from the Grant Date through the end of the Period
of Restriction. Upon lapse of the Period of Restriction, the Company
will make arrangements for the form in which the released shares will
be issued to the Grantee.
To the extent not earlier vested pursuant to this subsection (c), the
Period of Restriction shall lapse and shares of Restricted Stock shall
vest in full upon an Acceleration Event (as defined in the Plan).
(d) Effect of Termination of Employment. Except as otherwise provided
below, if the Grantee's employment with the Company and its Affiliates
is terminated for any reason, any shares subject to the Period of
Restriction at the time of such termination event shall be immediately
forfeited.
(i) Termination due to Death or Disability. If the Grantee's
termination of employment is due to death, or Disability (as
defined below), the shares of Restricted Stock shall immediately
become 100% vested and the Period of Restriction shall lapse as
of such termination date.
(ii) Termination due to Retirement or Termination by the Company for
Other than Cause. If the Grantee's termination of employment is
due to Retirement (as defined below) or if the Grantee's
employment is terminated by the Company (or an Affiliate, as the
case may be) for other than cause (as determined by the
Committee), a prorated portion of the shares of Restricted Stock
shall immediately vest as of such termination date (see "Prorated
Vesting Upon Retirement or Termination by the Company for Other
than Cause" below). For purposes of this subsection 2(d)(ii), the
Grantee shall be considered employed during any period in which
the Grantee is receiving severance in the form of salary
continuation, and the date of the termination of the Grantee's
employment shall be the last day of any such severance period.
Retirement. For purposes of this Agreement, the term "Retirement"
shall mean the termination of the Grantee's employment if, at the time
of such termination, the Grantee is eligible to commence receipt of
retirement benefits under a traditional formula defined benefit
pension plan maintained by the Company or an Affiliate (or would be
eligible to receive such benefits if he or she were a participant in
such traditional formula defined benefit pension plan).
Disability. For purposes of this Agreement, the term "Disability"
shall mean the complete and permanent inability of the Grantee to
perform all of his or her duties under the terms of his or her
employment, as determined by the Committee upon
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the basis of such evidence, including independent medical reports and
data, as the Committee deems appropriate or necessary.
Prorated Vesting Upon Retirement or Termination by the Company for
Other than Cause. The prorated portion of any unvested shares of
Restricted Stock that vest upon termination of the Grantee's
employment due to Retirement or by the Company for other than cause
shall be determined by multiplying the total number of unvested shares
of Restricted Stock at the time of termination of the Grantee's
employment by a fraction, the numerator of which is the number of full
months the Grantee has been continually employed since the Grant Date
and the denominator of which is 36. For this purpose, full months of
employment shall be based on monthly anniversaries of the Grant Date,
not calendar months.
(f) Tax Withholding. Permissible methods for satisfaction of tax
withholding obligations upon the lapse of restrictions on shares of
Restricted Stock shall be as described in Article 14 of the Plan, or,
if the Plan is amended, successor provisions.
(g) Grantee Bound by Plan and Rules. The Grantee hereby acknowledges
receipt of a copy of the Plan and this Agreement and agrees to be
bound by the terms and provisions thereof. The Grantee agrees to be
bound by any rules and regulations for administering the Plan as may
be adopted by the Committee prior to the lapse of restrictions on the
shares of Restricted Stock subject to this Agreement. Terms used
herein and not otherwise defined shall be as defined in the Plan.
(h) Governing Law. This Agreement is issued, and the shares of Restricted
Stock evidenced hereby are granted, in White Plains, New York, and
shall be governed and construed in accordance with the laws of the
State of New York, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of
this Agreement to the substantive law of another jurisdiction.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
Chairman, President and Chief Executive Officer, or a Vice President, as of the
____ day of _______.
Agreed to: ITT Industries, Inc.
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Grantee
Dated: _________________ Dated: ________________________
Enclosures
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