ITT CORPORATION 2003 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
EXHIBIT 10.03
THIS AGREEMENT (the “Agreement”), effective as of the
3RD day
of March, 2011, by and between ITT Corporation (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 (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
inducement to remain in service of the Company and as an
incentive for increased efforts during such service 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
Units. In accordance with, and subject
to, the terms and conditions of the Plan and this Agreement, the
Company hereby confirms the grant on March 3, 2011
(the “Grant Date”) to the Grantee of X,XXX
Restricted Stock Units. The Restricted Stock Units are
notional units of measurement denominated in Shares of common
stock (i.e., one Restricted Stock Unit is equivalent in
value to one share of common stock).
The Restricted Stock Units represent an unfunded, unsecured
right to receive Shares (and dividend equivalent payments
pursuant Section 2(b) hereof) in the future if the
conditions set forth in the Plan and this Agreement are
satisfied.
2. Terms and Conditions. It
is understood and agreed that the Restricted Stock Units are
subject to the following terms and conditions:
(a) Restrictions. Except as otherwise
provided in the Plan and this Agreement, neither this Award nor
any Restricted Stock Units subject to this Award may be sold,
assigned, pledged, exchanged, transferred, hypothecated or
encumbered, other than to the Company as a result of forfeiture
of the Restricted Stock Units.
(b) Voting and Dividend Equivalent
Rights. The Grantee shall not have any privileges
of a stockholder of the Company with respect to the Restricted
Stock Units or any Shares that may be delivered hereunder,
including without limitation any right to vote such Shares or to
receive dividends, unless and until such Shares are delivered
upon vesting of the Restricted Stock Units. Dividend equivalents
shall be earned with respect to each Restricted Stock Unit that
vests. The amount of dividend equivalents earned with respect to
each such Restricted Stock Unit that vests shall be equal to the
total dividends declared on a Share where the record date of the
dividend is between the Grant Date of this Award and the date a
Share is issued upon vesting of the Restricted Stock Unit. Any
dividend equivalents earned shall be paid in cash to the Grantee
when the Shares subject to the vested Restricted Stock Units are
issued. No dividend equivalents shall be earned or paid with
respect to any Restricted Stock Units that do not vest. Dividend
equivalents shall not accrue interest.
(c) Vesting of Restricted Stock Units and
Payment. Subject to earlier vesting pursuant to
subsections 2(d) and 2(e) below, the Restricted Stock Units
shall vest (meaning the Period of Restriction shall lapse and
the Restricted Stock Units shall become free of the forfeiture
provisions in this Agreement) on March 3, 2014,
provided the Grantee has been continuously employed by the
Company or an Affiliate on a full-time basis from the Grant Date
through the date the Restricted Stock Units vest. Except as
provided in subsections 2(i)(i) and 2(i)(ii) below, upon vesting
of the Restricted Stock Units (including vesting pursuant to
subsections 2(d) or 2(e) below), the Company will deliver to the
Grantee (i) one Share for each vested Restricted Stock
Unit, with any fractional Shares resulting from proration
pursuant to subsection 2(e)(ii) to be rounded to the nearest
whole Share (with 0.5 to be rounded up) and (ii) an amount
in cash attributable to any dividend equivalents earned in
accordance with subsection 2(b) above, less any Shares withheld
in accordance with subsection 2(f) below.
(d) Effect of Acceleration Event. The
Restricted Stock Units shall vest in full upon an Acceleration
Event.
(e) Effect of Termination of
Employment. If the Grantee’s employment with
the Company and its Affiliates is terminated for any reason and
such termination constitutes a “separation from
service” within the meaning of Section 409A of
the Code and any related regulations or other effective guidance
promulgated thereunder (“Section 409A”), any
Restricted Stock Units that are not vested at the time of such
separation from service shall be immediately forfeited except as
follows:
(i) Separation from Service due to Death or
Disability. If the Grantee’s separation from
service is due to death or Disability (as defined below), the
Restricted Stock Units shall immediately become 100% vested as
of such separation from service. 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 the basis of such evidence, including
independent medical reports and data, as the Committee deems
appropriate or necessary.
(ii) Separation from Service due to Retirement or
Separation from Service by the Company for Other than
Cause. If the Grantee’s separation from
service is due to Retirement (as defined below) or an
involuntary separation from service 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
Restricted Stock Units shall immediately vest as of such
separation from service. For these purposes,
A. the prorated portion of the Restricted Stock Units shall
be determined by multiplying the total number of Restricted
Stock Units subject to this Award by a fraction, the numerator
of which is the number of full months during which the Grantee
has been continually employed since the Grant Date, together
with any period during which the Grantee is entitled to receive
severance in the form of salary continuation (not to exceed 36
in the aggregate), and the denominator of which is 36 (for
avoidance of doubt, the period during which the Grantee may
receive severance in the form of salary continuation or
otherwise shall not affect the determination of the date of the
Grantee’s separation from service or the date of delivery
of any Shares or dividend equivalent payments); and
B. full months of employment shall be based on monthly
anniversaries of the Grant Date, not calendar months.
For purposes of this Agreement, the term “Retirement”
shall mean the Grantee’s separation from service if, at the
time of such separation from service, 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).
(f) Tax Withholding. In accordance with
Article 14 of the Plan, the Company may make such
provisions and take such actions as it may deem necessary for
the withholding of all applicable taxes attributable to the
Restricted Stock Units and any related dividend equivalents.
Unless the Committee determines otherwise, the minimum statutory
tax withholding required to be withheld upon delivery of the
Shares and payment of dividend equivalents shall be satisfied by
withholding a number of Shares having an aggregate Fair Market
Value equal to the minimum statutory tax required to be
withheld. If such withholding would result in a fractional Share
being withheld, the number of Shares so withheld shall be
rounded up to the nearest whole Share. Notwithstanding the
foregoing, the Grantee may elect to satisfy such tax withholding
requirements by timely remittance of such amount by cash or
check or such other method that is acceptable to the Company,
rather than by withholding of Shares, provided such election is
made in accordance with such conditions and restrictions as the
Company may establish. If FICA taxes are required to be withheld
while the Award is outstanding, such withholding shall be made
in a manner determined by the Company.
(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 date the Restricted Stock Units vest.
Terms used herein and not otherwise defined shall be as defined
in the Plan.
(h) Governing Law. This Agreement is
issued, and the Restricted Stock Units 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.
(i) Section 409A Compliance. To the
extent applicable, it is intended that the Plan and this
Agreement comply with the requirements of Section 409A, and
the Plan and this Agreement shall be interpreted accordingly.
(i) If it is determined that all or a portion of the Award
constitutes deferred compensation for purposes of
Section 409A, and if the Grantee is a “specified
employee,” as defined in Section 409A(a)(2)(B)(i) of
the Code, at the time of
the Grantee’s separation from service, then, to the extent
required under Section 409A, any Shares that would
otherwise be distributed (along with the cash value of all
dividend equivalents that would be payable) upon the
Grantee’s separation from service, shall instead be
delivered (and, in the case of the dividend equivalents, paid)
on the earlier of (x) the first business day of the sixth
month following the date of the Grantee’s separation from
service or (y) the Grantee’s death.
(ii) If it is determined that all or a portion of the Award
constitutes deferred compensation for purposes of
Section 409A, upon an Acceleration Event that does not
constitute a “change in the ownership” or a
“change in the effective control” of the Company or a
“change in the ownership of a substantial portion of a
corporation’s assets” (as those terms are used in
Section 409A), the Restricted Stock Units shall vest at the
time of the Acceleration Event, but distribution of any
Restricted Stock Units (or related dividend equivalents) that
constitute deferred compensation for purposes of
Section 409A shall not be accelerated (i.e.,
distribution shall occur when it would have occurred absent the
Acceleration Event).
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
3rd
day of March, 2011.
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Agreed to:
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ITT Corporation | |
| /s/ XXXXXX X. XXXXXXXX | ||
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Grantee (Online acceptance constitutes agreement) |
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Dated:
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Dated: Xxxxx 0, 0000 |
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