EXHIBIT 4(e)
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement"), dated as of
____________, 200_, between Unitil Corporation (the "Company") and
______________, an employee of the Company (the "Employee").
WITNESSETH THAT:
WHEREAS, the Company maintains the Unitil Corporation 2003 Restricted Stock
Plan (the "Plan"); and
WHEREAS, the Compensation Committee (the "Committee") of the Board of
Directors of the Company has approved the grant of an Award of Restricted Stock
to the Employee upon the terms and subject to the conditions of the Plan and
this Agreement;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Employee
as follows:
1. Grant of Award. The Company hereby grants to the Employee an Award of
___________ shares (the "Restricted Shares") of the Company's common stock, no
par value (the "Shares"), upon the terms and subject to the conditions set forth
in this Agreement and the Plan. The Plan is hereby incorporated herein by
reference as a part of this Agreement.
2. Representations of Employee. The Employee hereby (i) accepts the award
of the Restricted Shares described in paragraph 1; (ii) agrees that the
Restricted Shares will be held by him and his successors subject to (and will
not be disposed of except in accordance with) all of the restrictions, terms and
conditions contained in this Agreement; (iii) represents that he is acquiring
the Restricted Shares for investment and not with a view to or for resale or
distribution thereof; and (iv) agrees that any certificates issued for the
Restricted Shares may bear the following legend or such other legend as the
Company, from time to time, deems appropriate:
"The transfer of the Shares represented by this certificate is
restricted by the terms of a Restricted Stock Agreement dated as of
__________, 200_, a copy of which is on file at the Company's
principal office; no transfer of the Shares represented by this
certificate shall be valid or effective until the conditions with
respect to such transfer contained in the Agreement have been met."
3. Vesting. 25% of the Restricted Shares shall become fully vested and
nonforfeitable on each of ________, 200_, ________, 200_, ________, 200_, and
________, 200_, provided the Employee still is, and since the date of this
Agreement has continuously been, employed by the Company as of such dates.
4. Restrictions. The Employee may not sell, assign, transfer, pledge or
otherwise dispose of or encumber any of the Restricted Shares, or any interest
therein, and the Restricted Shares shall be subject to forfeiture, until the
Employee's rights in such Shares have vested in accordance with this Agreement
(the period of time until the Restricted Shares have vested is referred to as
the "Period of Restriction"). Any purported sale, assignment, transfer, pledge
or other disposition or encumbrance in violation of this Agreement will be void
and of no effect.
5. Voting and Dividends. Except as provided in this paragraph, with respect
to the Restricted Shares, the Employee shall have all of the rights of a
shareholder of the Company, including the right to vote the Restricted Shares
during the Period of Restriction. Any cash dividends paid on any Restricted
Shares during the Period of Restriction shall not be contingent upon vesting of
the Restricted Shares to which they relate. In the event any non-cash dividends
or other distributions, whether in property, or stock of another company, are
paid on any Restricted Shares during the Period of Restriction, such non-cash
dividends or other distributions payable to the Employee shall be retained by
the Company and not delivered to the Employee until such time as the Period of
Restriction on the shares with respect to which such non-cash dividends or other
distributions have been paid shall have lapsed and such shares become fully
vested and not subject to forfeiture to the Company. Such non-cash dividends or
distributions with respect to the Restricted Shares shall be paid to the
Employee upon the lapse of the restrictions or retained by the Company in the
event the Restricted Shares on which such non-cash dividends or other
distributions were paid are forfeited to the Company. Any Shares issued pursuant
to Section 4.2 of the Plan with respect to the Restricted Shares shall be
treated as additional Restricted Shares and shall be subject to the same
restrictions and other terms and conditions that apply with respect to, and
shall vest or be forfeited at the same time as, the Restricted Shares with
respect to which such Shares are issued.
6. Forfeiture. Upon termination of employment with the Company for any
reason except death, retirement or Disability, the Employee shall forfeit all
unvested Restricted Shares, and shall not receive any compensation for such
forfeited Restricted Shares. The Employee shall have no further rights as a
shareholder of the Company with respect to the forfeited Restricted Shares,
including, without limitation, any right to receive any distribution payable to
shareholders of record on or after the date of such forfeiture.
7. Certificates and Stock Power. As soon as practicable after the date of
this Agreement, the Company shall issue a stock certificate in respect of the
Restricted Shares which will be registered in the Employee's name, and shall
bear whatever legend the Committee shall determine, including, but not limited
to, the legend set forth in paragraph 2. Such certificate shall be held by the
Company pending vesting of the Restricted Shares. To the extent the Restricted
Shares become vested, the Company shall promptly provide the Employee (or in the
case of his death, his designated beneficiary) the appropriate certificate for
the vested Shares. The Employee shall execute appropriate stock powers in blank
and such other documents as the Company shall prescribe.
8. Withholding and Notification of Section 83(b) Election. The Company
shall have the right to deduct or withhold, or require the Employee to remit to
the Company, an amount in cash (or in Shares, subject to Section 14.2 of the
Plan) sufficient to cover any tax, including any Federal, state or local income
or employment tax, required by to be withheld or otherwise deducted and paid
with respect to such the Restricted Shares or the vesting thereof. The Employee
agrees to notify the Company if he makes the election provided for in Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to the
Restricted Shares.
9. No Right to Employment. Nothing in this Agreement shall confer upon the
Employee any right to continue in the employ of the Company or shall interfere
with or restrict in any way the rights of the Company to terminate the
Employee's employment.
10. Amended. This Agreement may be amended or supplemented at any time by
the mutual written consent of the parties hereto.
11. Governing Law. The laws of the State of New Hampshire shall govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflict of
laws.
12. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the successors, assigns and heirs of the respective parties.
13. Notices. All notices and other communications required or permitted
under this Agreement shall be written and shall be delivered personally or sent
by registered or certified first-class mail, postage prepaid and return receipt
required, addressed as follows: if to the Company, to the Company's executive
offices at 0 Xxxxxxx Xxxx Xxxx, Xxxxxxx, XX 00000-0000, attention: General
Counsel, and if to the Employee or his successor, to the address last furnished
by the Employee to the Company. Each notice and communication shall be deemed to
have been given when received by the Company or the Employee.
14. No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver
thereof or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
15. Titles and Defined Terms. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of the
Agreement. The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, when the context so indicates. Unless
otherwise indicated herein, terms with initial capital letters shall have the
meanings given to them in the Plan.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
UNITIL CORPORATION
By:
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Its:
EMPLOYEE
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