LANCASTER COLONY CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.1
LANCASTER COLONY CORPORATION
This Restricted Stock Award Agreement (this “Agreement”) is dated as of February 27, 2008, by
and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and «name», a
Service Provider for the Company (the “Grantee”).
W I T N E S S E T H
WHEREAS, the Company desired to award Restricted Stock to the Grantee in accordance with the
provisions of the Plan; and
WHEREAS, the Grantee wishes to accept such award; and
WHEREAS, the execution of this Agreement has been authorized by a resolution of the
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company
that was duly adopted on February 27, 2008; and
WHEREAS, the Company hereby confirms to the Grantee the grant, effective on
February 27, 2008 (the “Grant Date”), pursuant to the 2005 Stock Plan (the “Plan”), of «shares»
Shares of Restricted Stock (“Awarded Shares”) subject to the terms and conditions of the Plan and
the terms and conditions described below.
WHEREAS, the parties hereto understand and agree that any terms used and not defined herein
have the same meanings as in the Plan.
NOW, THEREFORE, the Company and the Grantee hereby agree as follows:
1. Provisions of the Plan Controlling. The Grantee specifically understands and
agrees that the Awarded Shares are being granted under the Plan, and are being granted to the
Grantee as Restricted Stock pursuant to the Plan, copies of which Plan the Grantee acknowledges the
Grantee has read, understands and by which the Grantee agrees to be bound. The provisions of the
Plan are incorporated herein by reference. In the event of a conflict between the terms and
conditions of the Plan and this Agreement, the provisions of the Plan will control.
2. Vesting of Awarded Shares.
(a) Except as provided in Section 2(b), the Awarded Shares shall be forfeited
to the Company for no consideration in the event the Grantee (i) voluntarily ceases to
retain Continuous Status as an Employee or Consultant prior to the third anniversary of the
Grant Date or (ii) ceases to retain Continuous Status as an Employee or Consultant as a
result of being terminated by the Company, with or without cause, prior to the third
anniversary of the Grant Date.
(b) The Awarded Shares shall be fully vested in the Grantee and no longer subject to a
risk of forfeiture pursuant to Section 2(a) upon the occurrence of the earliest of
the following events (the “Vesting Date”):
(i) the date on which the Company undergoes a Change in Control;
(ii) the date on which the Grantee dies or ceases to retain Continuous
Status as an Employee or Consultant as a result of the Grantee’s
Disability; and
(iii) the third anniversary of the Grant Date.
3. Dividend and Voting Rights.
(a) Dividends payable with respect to the Awarded Shares during the period prior to the
Vesting Date shall be paid to the Grantee in the same manner as paid on the Common Stock of
the Company, unless the Grantee forfeits the Shares pursuant to
Section 2(a) hereof, in which case the Grantee shall also forfeit the right to
receive any dividends not paid prior to such forfeiture.
(b) The Grantee shall have the right to vote any Awarded Shares; provided, that
such voting rights shall lapse with respect to any Awarded Shares that are forfeited to the
Company pursuant to this Agreement.
4. Additional Shares. If the Company pays a stock dividend or declares a stock split
on or with respect to any of its Common Stock, or otherwise distributes securities of the
Company to the holders of its Common Stock, the shares of stock or other securities of the Company
issued with respect to the Awarded Shares then subject to the restrictions contained in this
Agreement shall be held in escrow and shall be distributed to the Grantee on the Vesting Date, unless the Grantee forfeits the Awarded Shares pursuant to Section 2(a) hereof, in
which case the Grantee shall also forfeit the right to receive such stock dividend or other
securities. If the Company shall distribute to its stockholders shares of stock of another
corporation, the shares of stock of such other corporation distributed with respect to the Awarded
Shares then subject to the restrictions contained in this Agreement shall be held in escrow and
shall be distributed to the Grantee on such Vesting Date, unless the Grantee forfeits the Awarded
Shares pursuant to Section 2(a) hereof, in which case the Grantee shall also forfeit the
right to receive such stock.
5. Effect of Change in Control. In the event of a Change in Control, the Awarded
Shares will be affected in accordance with Section 15 of the Plan.
6. Adjustments. The Awarded Shares shall be subject to adjustment in accordance with
Section 15 of the Plan.
7. Legends. To the extent certificates representing the Awarded Shares are issued to
the Grantee pursuant to this Agreement, such certificates shall have endorsed thereon legends
substantially as follows (or in such other form as counsel for the Company may determine is
necessary or appropriate):
“The shares represented by this certificate are subject to
restrictions set forth in a Restricted Stock Award Agreement
with this Company dated February 27, 2008, a copy of which
Agreement is available for inspection at the offices of the
Company or will be made available upon request.”
8. Withholding Taxes. To the extent that the Company is required to withhold federal,
state, local or foreign taxes in connection with any delivery of Awarded Shares to the Grantee, and
the amounts available to the Company for such withholding are insufficient, it shall be a condition
to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company for
payment of the balance of such taxes required to be withheld. The Grantee may elect that all or
any part of such withholding requirement be satisfied by retention by the Company of a portion of
the Awarded Shares to be delivered to the Grantee. If such election is made, the Awarded Shares so
retained shall be credited against such withholding requirement at the Fair Market Value of a Share
on the date of such exercise, with any fractional Shares that would otherwise be delivered being
rounded up to the next nearest whole Share. In no event shall the Fair Market Value of Awarded
Shares to be withheld and/or delivered pursuant to this Section 8 to satisfy applicable
withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be
withheld.
9. Notices. Any notices required or permitted by the terms of this Agreement or the
Plan must be in writing, shall be delivered to the Grantee at his or her address on file with the
Company or to the Company addressed as follows (or to such other address or addresses of which
notice in the same manner has previously been given), and will be deemed to have been duly given
(a) when delivered in person, (b) when dispatched by electronic facsimile transfer (if confirmed in
writing by mail simultaneously dispatched), (c) one business day after having been dispatched by a
nationally recognized overnight courier service or (d) three business days after being sent by
registered or certified mail, return receipt requested, postage prepaid:
Lancaster Colony Corporation
00 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Corporate Secretary
00 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Corporate Secretary
10. No Employment Contract; Right to Terminate Employment. The grant of the Awarded
Shares to the Grantee is a voluntary, discretionary award being made on a one-time basis and it
does not constitute a commitment to make any future awards. The grant of the Awarded Shares and
any payments made hereunder will not be considered salary or other compensation for purposes of any
severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement
will give the Grantee any right to continue employment with the Company or any Subsidiary, as the
case may be, or interfere in any way with the right of the Company or a Subsidiary to terminate the
employment of the Grantee at any time.
11. Relation to Other Benefits. Any economic or other benefit to the Grantee under
this Agreement or the Plan shall not be taken into account in determining any benefits to which the
Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan
maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance
coverage available to any beneficiary under any life insurance plan covering employees of the
Company or a Subsidiary.
12. Information. Information about the Grantee and the Grantee’s participation in the
Plan may be collected, recorded and held, used and disclosed for any purpose related to the
administration of the Plan. The Grantee understands that such processing of this information may
need to be carried out by the Company and its Subsidiaries and by third party administrators
whether such persons are located within the Grantee’s country or elsewhere, including the United
States of America. The Grantee consents to the processing of information relating to the Grantee
and the Grantee’s participation in the Plan in any one or more of the ways referred to above.
13. Benefit of Agreement. Subject to the provisions of the Plan and the other
provisions hereof, this Agreement is for the benefit of and is binding on the heirs, executors,
administrators, successors and assigns of the parties hereto.
14. Entire Agreement. This Agreement, together with the Plan, embodies the entire
agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement not expressly set
forth in this Agreement shall affect or be used to interpret, change or restrict the express terms
and provisions of this Agreement; provided, however, in any event, this Agreement
shall be subject to and governed by the Plan. The Board shall have authority, subject to the
express provisions of the Plan and this Agreement, to establish, amend and rescind rules and
regulations relating to the Plan, and to make all other determinations that are, in the judgment of
the Board, necessary or desirable for the administration of the Plan. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the
manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. All actions by the Board under the provisions of this
Section 14 shall be conclusive for all purposes.
15. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto; provided, however,
that no amendment shall adversely affect the rights of the Grantee with respect to the Awarded
Shares without the Grantee’s consent.
16. Severability. In the event that one or more of the provisions of this Agreement
shall be invalidated for any reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable.
17. Governing Law. This Agreement is made under, and shall be construed in accordance
with the internal substantive laws of the State of Ohio.
18. Waivers and Consents. The terms and provisions of this Agreement may be waived,
or consent for the departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to
be or shall constitute a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be effective only in the
specific instance and for the purpose for which it was given, and shall not constitute a continuing
waiver or consent.
The undersigned hereby acknowledges receipt of an executed original of this Restricted
Stock Award Agreement and accepts the Awarded Shares on the terms and conditions set forth
herein and in the Plan.
Date: |
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Executed in the name and on behalf of the Company in Columbus, Ohio as of the 29th day of
February, 2008.
| LANCASTER COLONY CORPORATION | ||||
| By: | /Xxxxxxx X. Xxxxxx/ | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Corporate Counsel | |||
