Restricted Share Agreement
This
Restricted Share Agreement is made effective as of ____, ____ between The Black
& Xxxxxx Corporation (the Corporation) and the undersigned participant (the
Participant) in The Black & Xxxxxx Corporation 2004 Restricted Stock Plan
(the Plan). Terms used in this Agreement that are defined in the Plan
have the meanings assigned to them in the Plan.
1.
The Participant has been granted an Award of ________ Restricted Shares by the
Committee.
2.
The Restricted Shares are not transferable by the Participant.
3.
The Restricted Shares will be forfeited (a) if the Committee
determines that the Participant has engaged in any conduct or act injurious,
detrimental, or prejudicial to any interest of the Corporation, (b) if the
Participant files an election under Section 83(b) of the Internal Revenue Code
without the prior approval of the Committee, or (c) except as set forth in
paragraph 4 of this Agreement, automatically on the date the Participant ceases
to be a full-time or part-time employee of the Corporation or any of its
Subsidiaries.
4.
Unless previously forfeited under paragraph 3 of this Agreement, the
Restricted Shares shall become fully vested and no longer subject to forfeiture
upon (a) a Change in Control of the Corporation, (b) the death of the
Participant while a full-time or part-time employee of the Corporation, (c)
termination of the Participant’s employment by the Corporation or its
Subsidiaries due to permanent physical or mental disability of the Participant,
or (d) the completion, after the date of this Agreement, of ____ years of
full-time or part-time employment by the Corporation or its
Subsidiaries. For purposes of this Agreement, part-time employment
shall mean regularly working 20 hours or more per week. Upon
retirement prior to ____ years of full-time or part-time employment, the
Restricted Shares will become vested in an amount determined by multiplying the
number of shares in the Award by a fraction the numerator of which is the number
of days of full-time or part-time employment completed after the date of this
Agreement and the denominator of which is ____.
5.
The Participant acknowledges receiving a copy of the Plan, the terms
of which are incorporated into this Agreement.
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The
Black & Xxxxxx Corporation
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By:
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Title:
Sr. VP HR & Corporate Initiatives
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(Participant’s
signature)
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Participant:
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