Restricted Stock Unit Award Agreement
This
Restricted Stock Unit Award Agreement (this Agreement) is made effective as of
_______, ____ between The Black & Xxxxxx Corporation (the Corporation) and
the undersigned participant (the Participant) in The Black & Xxxxxx 2008
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 Stock Units
(RSU’s) by the Committee.
2. The
RSU’s granted pursuant to this Award do not and shall not entitle the
Participant to any rights as a holder of Common Stock; provided, however, that,
as long as the Participant holds RSU’s granted pursuant to this Award, the
Corporation shall pay to the Participant, on each date that the Corporation pays
a cash dividend to the holders of Common Stock, a cash payment equal to the
dividends otherwise payable on the Common Stock represented by the Participant’s
RSU’s. The rights of the Participant with respect to the RSU’s shall
remain forfeitable at all times prior to the date on which such rights become
vested in accordance with the terms of this Agreement.
3. The
RSU’s are not transferable by the Participant. Notwithstanding the
foregoing, the Participant may, in the manner established by the Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant and receive any property distributable with respect to the RSU’s
upon the death of the Participant.
4. The
RSU’s 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 or any of its Subsidiaries or (b) except as set
forth in paragraph 5 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.
5. Unless
previously forfeited under paragraph 4 of this Agreement, the RSU’s 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 any of 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 any of its Subsidiaries. For purposes of this Agreement, part-time
employment shall mean regularly working 20 hours or more per
week. Notwithstanding the foregoing, upon separation from service due
to the Participant’s retirement at or after age 60 and prior to ____ years
of full-time or part-time employment after the date of this Agreement, the RSU’s
will become vested in an amount determined by multiplying the number of units 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 ____, and a corresponding number of shares of Common
Stock will be issued to the Participant on the date that is six months and one
day following the Participant’s separation from service.
6. The
Participant acknowledges receiving a copy of the Plan, the terms of which are
incorporated into this Agreement. Inconsistencies between this
Agreement and the Plan will be
resolved
according to the terms of the Plan. The Participant accepts the grant
of the RSU’s subject to all the terms and provisions of the
Plan.
7. No
shares of Common Stock shall be issued to the Participant prior to the date on
which the RSU’s vest in accordance with this Agreement. Neither this
paragraph 7 nor any action taken pursuant to or in accordance with this
Agreement shall be construed to create a trust of any kind. After any
RSU’s vest in accordance with the terms of this Agreement (other than upon the
Participant’s separation from service due to retirement), the Corporation shall
promptly cause to be issued to the Participant shares of Common Stock equivalent
to the number of vested RSU’s in payment of such vested RSU’s.
8. By
signing below, the Participant voluntarily acknowledges and consents to the
collection, use, processing and transfer of personal data as described in this
paragraph. The Participant is not obliged to consent to such collection, use,
processing and transfer of personal data. Failure to provide the consent may,
however, affect the Participant’s ability to participate in the Plan. The
Corporation holds certain personal information about the Participant, including
the Participant’s name, home address and telephone number, date of birth, social
security number or other employee identification number, salary, nationality,
job title, any shares of stock or directorships held in the Corporation or any
of its Subsidiaries and details of all benefits to which the Participant is
entitled under the Plan for the purpose of managing and administering the Plan
(Data). The Corporation and its Subsidiaries will transfer Data amongst
themselves as necessary for the purpose of implementation, administration and
management of the Plan, and the Corporation and any of its Subsidiaries may each
further transfer Data to any third parties assisting the Corporation in the
implementation, administration and management of the Plan. These recipients may
be located in the European Union or elsewhere throughout the world, such as the
United States. The Participant authorizes them to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Plan, including any requisite
transfer of such Data as may be required for the administration of the Plan. The
Participant may, at any time, review Data, require any necessary amendments to
it or withdraw the consent herein in writing by contacting the Corporation;
however, withdrawing such consent may affect the Participant’s ability to
participate in the Plan.
9. This
Award does not confer on Participant any right with respect to the continuance
of any relationship with the Corporation or any of its Subsidiaries, nor will it
interfere in any way with the right of the Corporation or its Subsidiaries to
terminate such relationship at any time.
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The
Black & Xxxxxx Corporation
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By:
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Xxxx
X. XxXxxxx, Senior Vice President –
Human
Resource and Corporate Initiatives
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(Participant’s
signature)
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| Participant: | |||||
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