CLARCOR INC.
Exhibit 10.7(a)
AGREEMENT
FOR THE ISSUANCE OF
RESTRICTED STOCK UNITS
This agreement (this “Agreement”) made as of this
18th day of November, 2005 (the “Award Date”),
between CLARCOR Inc., a Delaware corporation (the
“Company”), and «First Name»
«Last Name» (the “Participant”)
relates to the grant to the Participant by the Company of
Restricted Stock Units pursuant to the Company’s 2004
Incentive Plan (the “Plan”). Applicable provisions of
the Plan are incorporated herein as though set forth herein in
full. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings specified in the Plan.
Section 1. Restricted Stock Unit
Award. The Company hereby awards to the
Participant as of the Award Date, «Units» Restricted
Stock Units (the “Units”). Twenty-five percent (25%)
of such Units shall vest on each anniversary of the Award Date
until all of such Units have been vested; provided that, except
as expressly provided in Section 3(b) of this Agreement, in
the event that the Participant ceases to be an employee of the
Company or one of its subsidiaries, he or she shall forfeit any
Units which have not previously vested. Subject to
Section 3 of this Agreement, promptly after such vesting
the company shall issue to the Participant one share of Common
Stock for each vested Unit. The Units shall not be transferable
by the Participant by means of sale, assignment, exchange,
pledge, gift, operation of law or otherwise.
Section 2. Voting and Dividend
Rights. Until the issuance of Common Stock to the
Participant as provided in Section 1 of this Agreement, the
Participant shall not be entitled to any rights as a stockholder
of the Company with respect to the Common Stock issuable
pursuant to the Units. However, on each date, if any, that the
Company pays a dividend to the holders of its outstanding Common
Stock, it shall pay to the Participant an amount equal to the
dividend per share so paid times the number of Units which are
not vested on the record date for such dividend.
Section 3. Special Deferral
Rules. (a) The Participant may elect to
defer the receipt of the shares of Common Stock issuable with
respect to any vested Unit, provided that written notice of such
deferral is received by the Corporate Secretary of the Company
no later than one hundred eighty (180) days prior to the
date on which such Unit vests in accordance with this Agreement.
Such deferral shall be irrevocable and, subject to
Section 3(b) of this Agreement, may be for any number of
full years up to ten (10) or until the termination of
Participant’s employment by the Company or one of its
subsidiaries.
(b) On the date the Participant’s employment by the
Company or one of its subsidiaries terminates by reason of his
or her death, retirement on or after age 60 (or prior to
such age with the consent of the Committee) or Disability all
then unvested Units shall vest and all deferrals by the
Participant pursuant to Section 3(a) of this Agreement
shall be cancelled and terminated.
(c) In accordance with Article VII, Section 8 of
the Plan, upon a
Change-in-Control
of the Company, all unvested Units shall immediately vest and
all deferrals shall be cancelled and terminated without any
action by or on behalf of the Participant.
By: _
_
Name:
| Title: |
Accepted this day of
,
2006.
Participant
1
