AMERICAN COMMERCIAL LINES INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit 10.2
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, including the accompanying Award Notice (the
“Award Notice”) issued to the Participant named therein (both of which together shall constitute
the “Agreement”), is made as of the Grant Date set forth in the Award Notice between American
Commercial Lines Inc., a Delaware corporation (the “Company”), and the Participant, pursuant to the
American Commercial Lines Inc. stock plan designated in the Award Notice (the “Plan”). This
Agreement and the award contained herein are subject to the terms and conditions set forth in the
Plan, which are incorporated by reference herein, and the following terms and conditions:
(a) The Restricted Stock Units shall become vested in accordance with the vesting schedule and
the performance criteria, if any, set forth in the Award Notice.
(b) Notwithstanding anything to the contrary in Section 3(a), in the event that prior to the
vesting of the Restricted Stock Units pursuant to Section 3(a), Participant’s relationship as a
Service Provider is terminated by Participant for other than Good Reason, as hereinafter defined,
or due to Cause, as hereinafter defined, Participant shall forfeit, on the date on which such
relationship is terminated, all of the Restricted Stock Units which shall not have vested prior to
such date. In the event that prior to the vesting of the Restricted Stock Units pursuant to
Section 3(a), Participant’s relationship as a Service Provider is terminated by Participant for
Good Reason, by the Company without Cause, due to death or due to Disability, all of the Restricted
Stock Units shall be fully vested.
(c) Notwithstanding anything to the contrary in Section 3(a) hereof, in the event of a Change
in Control, all of the Restricted Stock Units shall be fully vested. For purposes of this
Agreement, a “Change in Control” shall mean the occurrence of any of the following events, each of
which shall be determined independently of the others: (i) any
“Person” (as hereinafter defined),
other than a holder of at least 10% of the outstanding voting power of the Company as of the Grant
Date, becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of a majority of the stock of the
Company entitled to vote in the election of directors of the Company; (ii) individuals who are
Continuing Directors of the Company (as hereinafter defined) cease to constitute a majority of the
members of the Board; (iii) stockholders of the Company adopt and consummate a plan of complete or
substantial liquidation or an agreement providing for the distribution of all or substantially all
of the assets of the Company; (iv) the Company is a party to a merger, consolidation, other form of
business combination or a sale of all or substantially all of its assets, with an unaffiliated
third party, unless the business of the Company following consummation of such merger,
consolidation or other business combination is continued following any such transaction by a
resulting entity (which may be, but need not be, the Company) and the stockholders of the Company
immediately prior to such transaction hold, directly or indirectly, at least a majority of the
voting power of the resulting entity; provided, however, that a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) shall not constitute a Change
in Control; (v) there is a Change in Control of the Company of a nature that is reported in
response to item 5.01 of Current Report on Form 8-K or any similar item, schedule or form under the
Exchange Act, as in effect at the time of the change, whether or not the Company is then subject to
such reporting requirements; provided, however, that for purposes of this Agreement a Change in
Control shall not be deemed to occur if the Person or Persons deemed to have acquired control is a
holder of at least 10% of the outstanding voting power of the Company as of the date of this
Agreement; or (vi) the Company consummates a transaction which constitutes a “Rule 13e-3
transaction” (as such term is defined in Rule 13e-3 of the Exchange Act) prior to the termination
or expiration of this Agreement.
(d) In the event of a Rule 13e-3 transaction, then effective coincident with the consummation
of such Rule 13e-3 transaction, the Restricted Stock Units shall be fully vested; provided,
however, that notwithstanding the foregoing, in connection with the consummation of such Change in
Control or Rule 13e-3 transaction, all such unvested Restricted Stock Units then held by
Participant shall be deemed to vest at such time in order to permit Participant to participate in
such transaction.
(e) For purposes of this Agreement:
(i) | “Continuing Directors” shall mean the members of the Board on the Grant Date, provided that any person becoming a member of the Board subsequent to such date whose election or nomination for election was supported by at least a majority of the directors who then comprised the Continuing Directors shall be considered to be a Continuing Director; | ||
(ii) | “Person” is used as such term is used in Sections 13(d) and 14(d) of the Exchange Act; | ||
(iii) | “Cause” shall have the meaning set forth in the employment agreement, if any, between the Company and Participant, or if no such employment |
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agreement exists, then such term shall have the meaning set forth in the Plan. | |||
(iv) | “Good Reason” shall have the meaning set forth in the employment agreement, if any, between the Company and Participant or, if no such employment agreement exists, such term shall mean the resignation of Participant from employment with the Company following the occurrence of either or both of the events set forth in clauses (A) and (B) below without the prior written consent of Participant, provided that, in connection with either or both events, (1) Participant delivers written notice to the Company of his or her intention to resign from employment due to either or both of such events, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such resignation, and (2) such event or events are not cured by the Company within fifteen (15) days following delivery of such written notice: |
(A) | any reduction in Participant’s annual rate of base salary; or | ||
(B) | any removal by the Company of Participant from his or her position or the assignment to Participant of duties and responsibilities materially inconsistent and adverse with such position, except in connection with termination of Participant’s employment for Cause or disability. |
6. Adjustment Provisions. If, during the term of this Agreement, there shall be any
merger, reorganization, consolidation, recapitalization, stock dividend, stock split, rights
offering or extraordinary distribution with respect to the Common Stock, or other change in
corporate structure affecting the Common Stock, the Committee shall make or cause to be made an
appropriate and equitable substitution, adjustment or treatment with respect to the Restricted
Stock Units, including a substitution or adjustment in the aggregate number or kind of shares
subject to this Agreement. Any securities, awards or rights which become subject to this Agreement
pursuant to this Section 6 shall be subject to the same restrictions as the underlying Restricted
Stock Units to which they relate.
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10. Construction.
(c) Capitalized Terms; Headings; Pronouns; Governing Law. Capitalized terms used and
not otherwise defined herein are deemed to have the same meanings as in the Plan. The descriptive
headings of the respective sections and subsections of this Agreement are inserted for convenience
of reference only and shall not be deemed to modify or construe the provisions which follow them.
Any use of any masculine pronoun shall include the feminine and vice-versa and any use of a
singular, the plural and vice-versa, as the context and facts may require. The construction and
interpretation of this Agreement shall be governed in all respects by the laws of the State of
Delaware.
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