FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN
Exhibit
10.1
pursuant
to the
SOLUTIA
INC. 2007
MANAGEMENT
LONG-TERM INCENTIVE PLAN
Participant:
Grant
Date:
Number
of Restricted Stock Units granted:
THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as
of the Grant Date specified above, is entered into by and between Solutia, Inc.,
a company organized in the State of Delaware (the “Company”), and the
Participant specified above (the “Participant”),
pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in
effect and as amended from time to time (the “Plan”);
WHEREAS,
it has been determined under the Plan the Company will grant the Restricted
Stock Units provided herein to the Participant.
NOW,
THEREFORE, in consideration of the mutual covenants and premises hereinafter set
forth and for other good and valuable consideration, the parties hereto hereby
mutually covenant and agree as follows:
1. Incorporation
By Reference; Plan Document Receipt. This Agreement is
subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to
time unless such amendments are expressly intended not to apply to the award
provided hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were expressly set forth
herein. Any capitalized term not defined in this Agreement shall have
the same meaning as is ascribed thereto in the Plan. The Participant
hereby acknowledges receipt of a true copy of the Plan and that the Participant
has read the Plan carefully and fully understands its content. In the
event of a conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control.
2. Grant of
Restricted Stock Unit Award. The Company
hereby grants to the Participant, as of the Grant Date specified above, the
number of Restricted Stock Units specified above. Except as otherwise
provided by Section 11.12 of the Plan, the Participant agrees and understands
that nothing contained in this Agreement provides, or is intended to provide,
the Participant with any protection against potential future dilution of the
Participant’s interest in the Company for any reason. The Participant
shall not have the rights of a stockholder in respect of any Share underlying
this Award until such Share is delivered to the Participant in accordance with
Section 4.
3. Vesting.
3.1. The
Restricted Stock Unit subject to this grant shall become unrestricted and vested
on [to be provided] of the Grant Date specified above, provided the Participant
is then employed by the Company and/or one of its Subsidiaries or
Affiliates.
3.2. Except as
otherwise provided in this Section 3, if the Participant’s employment with
the Company and its Subsidiaries and Affiliates terminates for any reason prior
to the full vesting of the Restricted Stock Units awarded under this Agreement,
such unvested Restricted Stock Units shall immediately be cancelled and the
Participant (and the Participant’s estate, designated beneficiary or other legal
representative) shall forfeit any rights or interests in and with respect to any
such unvested Restricted Stock Units.
3.3.
If the
Participant’s employment with the Company and/or its Subsidiaries or Affiliates
terminates due to the Participant’s Disability the Restricted Stock Units shall
continue to vest on a regular schedule during the period of Disability
regardless of a termination event. For purposes of this Agreement,
“Disability,” if the Participant is a party to an employment agreement, shall
have the same meaning as in such employment agreement, otherwise, “Disability”
shall mean any physical or mental disability which is determined to be total and
permanent by a doctor selected in good faith by the Company or the relevant
Subsidiary of Affiliate.
3.4.
If the
Participant’s employment with the Company and/or its Subsidiaries or Affiliates
terminates due to the Participant’s death, the Restricted Stock Units shall
become vested as of the date of any such termination.
3.5.
If the
Participant’s employment is terminated by the Company and/or its Subsidiaries or
Affiliates at a time when such Participant is entitled to a severance payment
over a period specified in such Participant’s employment agreement (if any) (the
“Severance
Period”) all Restricted Stock Units which would have vested had the
Participant continued his or her employment during the Severance Period shall
become immediately vested.
3.6.
If the
Participant’s employer ceases to be an Affiliate or Subsidiary of the Company,
that event shall be deemed to constitute a termination of employment under
Section 3.2 above.
4. Delivery
of Shares. Subject to the terms of
the Plan, if the Restricted Stock Units awarded by this Agreement become vested,
the Company shall promptly distribute to the Participant the number of Shares
equal to the number of Restricted Stock Units that so vested; provided that the
Company may defer distribution of Shares to a date the Participant is not
subject to any Company “blackout” policy or other trading restriction imposed by
the Company; provided that any distribution of Shares shall in any event be made
by the date that is 2-1/2 months from the end of the calendar year in which the
applicable Restricted Stock Units vested. In connection with the
delivery of the Shares pursuant to this Agreement, the Participant agrees to
execute any documents reasonably requested by the Company.
5. Dividends
and Other Distributions. There is no
guarantee by the Company that dividends will be paid. All dividends
and other distributions paid with respect to the Shares underlying the
Restricted Stock Units, whether paid in cash, Shares, or other property (the
“Distributions”),
shall be held by the Company and subject to the same vesting requirements and
restrictions on transferability and forfeitability as the Restricted Stock Unit
with respect to which such Distributions were paid. The Distributions
shall be paid at the time the Shares underlying the Restricted Stock Units are
delivered pursuant to Section 4.
6. Existing
Covenants. If Participant
violates any confidentiality, non-competition, or non-solicitation covenants to
which Participant is subject at the time of Participant’s termination of
employment pursuant to any separate agreement between Participant and the
Company and/or its Subsidiaries or Affiliates, all unvested Restricted Stock
Units shall be cancelled immediately.
7. Further
Covenants. In the event that
the Participant fails to comply with any of the restrictive covenants set forth
in this Section 7, all unvested Restricted Stock Units
shall be cancelled immediately.
7.1. Nondisclosure of
Confidential and Proprietary Information.
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7.1.1
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The
Participant hereby acknowledges that during the term of his/her employment
with the Company or its Subsidiaries or Affiliates or Related Companies,
as the case may be (collectively, the “Employer”),
he/she will have access to and possession of trade secrets, confidential
information and proprietary information (collectively, and as defined more
extensively below, “Confidential
Information”) of Employer and their respective
clients. The Participant hereby recognizes and acknowledges
that this Confidential Information is valuable, special and unique to the
business of Employer, and that access to and knowledge of such
Confidential Information is essential to the performance of Participant’s
duties to Employer. The Participant hereby agrees that during
his/her employment relationship with Employer and thereafter, the
Participant will keep secret and will not use or disclose any Confidential
Information to any person or entity, in any fashion and for any purpose
whatsoever, except at the request of
Employer.
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7.1.2
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For
purposes of this Agreement, the term “Confidential
Information” includes, but is not limited to, information written,
in digital form, in graphic form, electronically stored, orally
transmitted or memorized, concerning or relating to Employer, all
information about Employer’s business prospects and opportunities, and all
other information about or gained from any customer or client to which
Employer provides services during the Participant’s employment with
Employer. This clause shall not apply to any Confidential
Information which enters the public domain other than through the
Participant’s default.
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7.2. No Inducement or Employment
of Other Participants. During the Participant’s employment
with Employer and for one (1) year thereafter, or, if the participant is subject
to an employment agreement that contains a similar provision, the period set
forth in such employment agreement, the Participant hereby agrees not to induce,
employ, solicit the employment of, attempt to affiliate for profit with, or
otherwise encourage, directly or indirectly, any employee of, or any independent
contractor performing services for, Employer, to leave the employ of, or to
cease rendering services to Employer, for the benefit of the Participant, or any
other party, or to assist any enterprise to employ any person employed by or any
independent contractor performing services for Employer.
7.3. Non-Solicitation,
Non-Competition.
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7.3.1
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Sections
7.3.2 and 7.3.3 shall be applicable only to those Participants who are not
parties to any other non-competition and/or non-solicitation agreements,
contracts, or covenants with the Employer as of the effective date of this
Agreement. Nothing in Section 7.3 shall be deemed to supersede,
alter, or otherwise limit any non-competition and/or non-solicitation
agreements, contracts or covenants with the Employer to which Participant
is otherwise subject as of the effective date of this
Agreement.
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7.3.2
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Subject
to the conditions set forth in Section 7.3.1, during the Participant’s
employment with Employer and for one (1) year thereafter, or, if the
participant is subject to an employment agreement that contains a similar
provision, the period set forth in such employment agreement, the
Participant hereby agrees to refrain from, directly or indirectly,
accepting business from, doing business with, inducing or soliciting any
customers or vendors of Employer, to or on behalf of whom the Participant
rendered any services during the course of the Participant’s employment
with Employer, except as authorized in writing by
Employer.
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7.3.3
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Subject
to the conditions set forth in Section 7.3.1, during the Participant’s
employment with Employer and for one (1) year thereafter, or, if the
participant is subject to an employment agreement that contains a similar
provision, the period set forth in such employment agreement, the
Participant will not, directly or indirectly, as an individual proprietor,
partner, stockholder, officer, employee, director, joint venturer,
investor, lender, consultant, or in any other capacity (other than as the
direct or indirect passive holder of not more than one percent (1%) of the
combined voting power of the outstanding stock of a publicly held company)
(a) have any interest in or association with any business competitive with
any business of Employer or (b) develop, market, sell or render (or assist
any other person in developing, marketing, selling or rendering) products
or services competitive with those developed, marketed, sold or rendered
by Employer while the Participant was employed by
Employer.
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8. Non-transferability. Restricted Stock
Units, and any rights and interests with respect thereto, issued under this
Agreement and the Plan shall not, prior to the delivery of Shares, be sold,
exchanged, transferred, assigned or otherwise disposed of in any way by the
Participant (or any beneficiary(ies) of the Participant), other than by
testamentary disposition by the Participant or the laws of descent and
distribution. Any such Restricted Stock Unit, and any rights and
interests with respect thereto, shall not, prior to the delivery of Shares, be
pledged or encumbered in any way by the Participant (or any beneficiary(ies) of
the Participant) and shall not, prior to delivery of Shares, be subject to
execution, attachment or similar legal process. Any attempt to sell,
exchange, transfer, assign, pledge, encumber or otherwise dispose of in any way
any of the Restricted Stock Units, or the levy of any execution, attachment or
similar legal process upon the Restricted Stock Units, contrary to the terms and
provisions of this Agreement and/or the Plan shall be null and void and without
legal force or effect.
9. Entire
Agreement; Amendment. This Agreement,
together with the Plan contains the entire agreement between the parties hereto
with respect to the subject matter contained herein, and supersedes all prior
agreements or prior understandings, whether written or oral, between the parties
relating to such subject matter. The Executive Compensation and
Development Committee (the “Committee”) shall
have the right, in its sole discretion, to modify or amend this Agreement from
time to time in accordance with and as provided in the Plan. This
Agreement may also be modified or amended by a writing signed by both the
Company and the Participant. The Company shall give written notice to
the Participant of any such modification or amendment of this Agreement as soon
as practicable after the adoption thereof.
10. Acknowledgment
of Employee. The award of this Restricted Stock Unit does not
entitle Participant to any benefit other than that granted under this Agreement.
Any benefits granted under this Agreement are not part of the Participant’s
ordinary salary, and shall not be considered as part of such salary in the event
of severance, redundancy or resignation. Participant understands and
accepts that the benefits granted under this Agreement are entirely at the
discretion of the Company and that the Company retains the right to amend or
terminate this Agreement and the Plan at any time, at its sole discretion and
without notice.
11. Governing
Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without reference to the principles of conflict of laws
thereof.
12.
Withholding
of Tax. The Company shall have the power and the right to
deduct or withhold, or require the Participant to remit to the Company, an
amount sufficient to satisfy any country or foreign taxes of any kind which the
Committee, in its sole discretion, deems necessary to be withheld or remitted to
comply with any applicable tax law, rule or regulation with respect to the
Restricted Stock Units (or vesting thereof) and, if the Participant fails to do
so, the Company may otherwise refuse to issue or transfer any Shares otherwise
required to be issued pursuant to this Agreement.
13.
No Right
to Employment. Any questions as to whether and when there has
been a termination of such employment and the cause of such termination shall be
determined in the sole discretion of the Committee. Nothing in this
Agreement shall interfere with or limit in any way the right of Employer to
terminate the Participant’s employment or service at any time, for any reason
and with or without cause.
14. Notices. Any notice which
may be required or permitted under this Agreement shall be in writing and shall
be delivered in person, or via facsimile transmission, email, overnight courier
service or certified mail, return receipt requested, postage prepaid, properly
addressed as follows:
14.1. If such
notice is to the Company, to the attention of the General Counsel of the Company
or at such other address as the Company, by notice to the Participant, shall
designate in writing from time to time.
14.2. If such
notice is to the Participant, at his or her email or home address as shown on
the Company’s records, or at such other address as the Participant, by notice to
the Company, shall designate in writing from time to time.
15. Compliance
with Laws. The issuance of
any Shares pursuant to this Agreement shall be subject to, and shall comply
with, any applicable requirements of any federal and state securities laws,
rules and regulations (including, without limitation, the provisions of the
Securities Act of 1933, as amended, the 1934 Act and any respective rules and
regulations promulgated thereunder), and any other law or regulation applicable
thereto. The Company shall not be obligated to issue any Shares
pursuant to this Agreement if such issuance would violate any such
requirements.
16. Binding
Agreement; Assignment. This Agreement
shall inure to the benefit of, be binding upon, and be enforceable by the
Company and its successors and assigns. The Participant shall not
assign any part of this Agreement without the prior express written consent of
the Company.
17. Headings. The titles and
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be a part of this
Agreement.
18. Further
Assurances. Each party hereto
shall do and perform (or shall cause to be done and performed) all such further
acts and shall execute and deliver all such other agreements, certificates,
instruments and documents as any other party hereto reasonably may request in
order to carry out the intent and accomplish the purposes of this Agreement and
the Plan and the consummation of the transactions contemplated
thereunder.
19. Severability. The invalidity or
unenforceability of any provisions of this Agreement in any jurisdiction shall
not affect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
any provision of this Agreement in any other jurisdiction, it being intended
that all rights and obligations of the parties hereunder shall be enforceable to
the fullest extent permitted by law.
_________________________________
Participant Name
_________________________________
Participant Signature
_________________________________
Date
