RSU NON-US 6302311.4 This document constitutes part of the prospectus covering securities that have been registered under the Securities Act of 1933, as amended. FEDERAL SIGNAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT NO. 2016 This Award...
EXHIBIT 10.5
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1/2016
_____ __, 201_
Federal Signal Corporation
2015 Executive Incentive Compensation Plan
Restricted Stock Unit Award Agreement
You have been selected to receive this grant of Restricted Stock Units (“Award”) pursuant to the Federal
Signal Corporation 2015 Executive Incentive Compensation Plan (the “Plan”), as specified below:
Participant:
Date of Grant:
Number of Shares of Restricted Stock Units Granted:
Vesting Date: Restricted stock units shall vest at the time and in the amount set forth below:
____ on _____ ___, 201__ [3-year cliff vesting]
This Award is subject to the terms and conditions prescribed in the Plan and in the Federal Signal
Corporation Restricted Stock Unit Award Agreement No. 2016 attached hereto and incorporated herein.
Together, this Award and the attached award agreement shall be referred to throughout each as the “Award
Agreement.”
IN WITNESS WHEREOF, the parties have caused this Award Agreement to be executed as of the Date of
Xxxxx.
PARTICIPANT FEDERAL SIGNAL CORPORATION
By:
Print Name Chief Executive Officer
Signature
Address:
Participant agrees to execute this Award Agreement and return one copy to Xxxx Xxxx at Federal Signal
Corporation, 0000 X. 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxxx, XX 00000 within 45 days of the above date or forfeit
the restricted stock units award.
Note: If there are any discrepancies in the name or address shown above, please make the appropriate
corrections on this form.
RSU NON-US 6302311.4
This document constitutes part of the prospectus covering
securities that have been registered under the Securities Act of 1933, as amended.
FEDERAL SIGNAL CORPORATION
RESTRICTED STOCK UNIT
AWARD AGREEMENT NO. 2016
This Award Agreement, which includes the attached cover page, effective as of the Date of Grant,
represents the grant of Restricted Stock Units by the Company, to the Participant named in this Award Agreement,
pursuant to the provisions of the Plan.
The Company established the Plan pursuant to which, among other things, options, stock appreciation
rights, restricted stock and stock units, stock bonus awards, dividend equivalents and/or performance compensation
awards may be granted to eligible persons.
The Plan and this Award Agreement provide a complete description of the terms and conditions governing
the Restricted Stock Units. If there is any inconsistency between the terms of this Award Agreement and the terms
of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Award Agreement.
All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise
herein.
The Board of Directors and the Committee have determined that the interests of the Company will be
advanced by encouraging and enabling certain of its employees to own shares of the Stock, and that Participant is
one of those employees.
NOW, THEREFORE, in consideration of services rendered and the mutual covenants herein contained, the
parties agree as follows:
Section 1. Certain Definitions
As used in this Award Agreement, the following terms shall have the following meanings:
A. “Affiliate” means with respect to any Person, any other Person (other than an individual) that
controls, is controlled by, or is under common control with such Person. The term “control,” as used in this Award
Agreement, means the power to direct or cause the direction of the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise. “Controlled” and
“controlling” have meanings correlative to the foregoing.
B. “Award” means the award provided for in Section 2.
C. “Board of Directors” means the board of directors of the Company.
D. “Code” means the Internal Revenue Code of 1986, as amended.
E. “Committee” means the Compensation and Benefits Committee of the Board of Directors or a
subcommittee or other committee appointed to administer the Plan in accordance with the Plan.
F. “Company” means Federal Signal Corporation, a Delaware corporation.
G. “Date of Grant” means the date set forth on this Award Agreement.
H. “Disability” shall have the meaning ascribed to that term in the Company’s long-term disability
plan applicable to Participant, or if no such plan exists, at the discretion of the Committee and as determined by the
Committee.
I. “Participant” means the individual shown as the recipient of the Restricted Stock Units, as set
forth on this Award Agreement.
J. “Person” means a “person” as such term is used for purposes of 13(d) or 14(d), or any successor
section thereto, of the Securities Exchange Act of 1934, as amended, and any successor thereto.
K. “Restricted Stock Unit” means the obligation of the Company to transfer one share of Stock to
Participant at the time provided in Section 6 of this Award Agreement, provided such Restricted Stock Unit is vested
at such time.
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L. “Stock” means the common stock of the Company.
M. “Vesting Date” means the date upon which the Restricted Stock Unit becomes vested as set forth
in either Section 4 or 5 of this Award Agreement.
Section 2. Award
Subject to the terms of this Award Agreement, the Company hereby grants to Participant the number of
Restricted Stock Units set forth on this Award Agreement, effective as of the Date of Grant set forth on such
instrument.
This grant of Restricted Stock Units shall not confer any right to Participant (or any other participant) to be
granted Restricted Stock Units or other awards in the future under the Plan.
Section 3. Bookkeeping Account
The Company shall record the number of Restricted Stock Units granted hereunder to a bookkeeping
account for Participant (the “Restricted Stock Unit Account”). Participant’s Restricted Stock Unit Account shall be
reduced by the number of Restricted Stock Units, if any, forfeited in accordance with Section 4 and by the number
of shares of Stock transferred to Participant in accordance with Section 6 with respect to such Restricted Stock
Units.
Section 4. Vesting
Subject to the accelerated vesting provisions provided below, the Restricted Stock Units shall vest on the
third anniversary of the Date of Grant, if Participant remains employed by the Company or its Affiliates through
such date.
If, while employed by the Company or its Affiliates, Participant dies or his or her employment terminates
by reason of Disability before the third anniversary of the Date of Grant, all of the Restricted Stock Units granted
pursuant to Section 2 shall become fully vested on the date of such death or Disability, as applicable.
If, while Participant is employed by the Company or its Affiliate, a Change-in-Control occurs, all of the
Restricted Stock Units granted pursuant to Section 2 shall become fully vested on the date of such Change-in-
Control.
Except as provided in Section 5 below, if Participant’s employment with the Company and its Affiliates is
terminated for any other reason before the third anniversary of the Date of Grant, all Restricted Stock Units that are
not vested at the time of such termination of employment (after first taking into account the accelerated vesting
provisions of this Section 4 and Section 5 below) shall be forfeited.
Section 5. Acceleration of Vesting of Shares in the Event of Divestiture of Business Segment
If the “Business Segment” (as that term is defined in this Section) in which Participant is primarily
employed as of the “Divestiture Date” (as that term is defined in this Section) is the subject of a “Divestiture of a
Business Segment” (as that term is defined in this Section), and such divestiture results in the termination of
Participant’s employment with the Company and its Affiliates for any reason, the Restricted Stock Units shall
become fully vested on the Divestiture Date.
For purposes of this Award Agreement, the term “Business Segment” shall mean a business line which the
Company treats as a separate operating segment under the segment reporting rules under U.S. generally accepted
accounting principles, which currently includes the following: Safety and Security Systems Group and
Environmental Solutions Group. Likewise, the term “Divestiture Date” shall mean the date that a transaction
constituting a Divestiture of a Business Segment is finally consummated.
For purposes of this Award Agreement, the term “Divestiture of a Business Segment” means the following:
A. When used with a reference to the sale of stock or other securities of a Business Segment that is or
becomes a separate corporation, limited liability company, partnership or other separate business entity, the sale,
exchange, transfer, distribution or other disposition of the ownership, either beneficially or of record or both, by the
Company or one of its Affiliates to “Nonaffiliated Persons” (as that term is defined in this Section) of 100% of
either (i) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (ii) the
combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally
in the election of the board of directors or the equivalent governing body of the Business Segment;
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B. When used with reference to the merger or consolidation of a Business Segment that is or becomes
a separate corporation, limited liability company, partnership or other separate business entity, any such transaction
that results in Nonaffiliated Persons owning, either beneficially or of record or both, 100% of either (i) the then-
outstanding common stock (or the equivalent equity interests) of the Business Segment or (ii) the combined voting
power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of
the board of directors or the equivalent governing body of the Business Segment; or
C. When used with reference to the sale of the assets of the Business Segment, the sale, exchange,
transfer, liquidation, distribution or other disposition of all or substantially all of the assets of the Business Segment
necessary or required to operate the Business Segment in the manner that the Business Segment had been operated
prior to the Divestiture Date.
For purposes of this Award Agreement, the term “Nonaffiliated Persons” shall mean any persons or
business entities which do not control, or which are not controlled by or under common control with, the Company.
Section 6. Distribution of Shares
Subject to the provisions below, shares of Stock equal to the number of Restricted Stock Units credited to
the Restricted Stock Unit Account of Participant shall become distributable on the Vesting Date.
Actual distribution of shares of Stock with respect to vested Restricted Stock Units will occur as soon as
administratively feasible, but in no event more than 60 days after such shares become distributable as described in
this Section 6.
Section 7. Stockholder Rights
Participant shall not have any of the rights of a stockholder of the Company with respect to Restricted
Stock Units. No dividend equivalent rights are provided under this Award Agreement.
Section 8. Beneficiary Designation
Participant may designate a beneficiary or beneficiaries (contingently, consecutively, or successively) to
receive any benefits that may be payable under this Award Agreement in the event of Participant’s death and, from
time to time, may change his or her designated beneficiary (a “Beneficiary”). A Beneficiary may be a trust. A
Beneficiary designation shall be made in writing in a form prescribed by the Company and delivered to the
Company while Participant is alive. In lieu of payment to Participant, a Beneficiary shall be paid shares of Stock
under Section 6.
Section 9. Restrictions on Transfer
Restricted Stock Units awarded hereunder shall not be transferable by Participant. Except as may be
required by the federal income tax withholding provisions of the Code or by the tax laws of any state or foreign
sovereign, the interests of Participant and his or her Beneficiary(ies) under this Award Agreement are not subject to
the claims of their respective creditors and may not be voluntarily or involuntarily sold, assigned, transferred,
alienated, pledged, attached, encumbered or charged. Any attempt by Participant or a Beneficiary to sell, assign,
transfer, alienate, pledge, attach, encumber, charge or otherwise dispose of any right to benefits payable hereunder
shall be void.
Section 10. Adjustment in Certain Events
If there is any change in the Stock by reason of stock dividends or other distribution (whether in the form of
securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, split-off, combination, repurchase or exchange of Stock or other securities of the Company, or other similar
corporate transaction or event, or changes in applicable rules, rulings, regulations or other requirements of any
governmental body or securities exchange, the Committee may, in its sole discretion, make such adjustments to the
number of Restricted Stock Units credited to Participant’s Restricted Stock Unit Account that it deems necessary or
appropriate and as it may deem equitable in Participant’s rights.
Section 11. Tax Withholding
The Company shall not be obligated to transfer any shares of Stock until Participant pays to the Company
or any of its Affiliates in cash, or any other form of property, including Stock, acceptable to the Company, the
amount required to be withheld from the wages or other amounts owing to Participant with respect to such shares.
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Participant may elect to have such withholding satisfied by a reduction of the number of shares of Stock otherwise
transferable under this Award Agreement at such time, such reduction to be calculated based on the closing market
price of the Stock on the day Participant gives written notice of such election to the Company.
Section 12. Section 409A
This Award Agreement shall be construed consistent with the intention that it be exempt from Section
409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued after the date
hereof, “Section 409A”). However, notwithstanding any other provision of the Plan or this Award Agreement, if at
any time the Committee determines that this Award (or any portion thereof) may be subject to Section 409A, the
Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or
any other person for failure to do so) to adopt such amendments to the Plan or this Award Agreement, or adopt other
policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other
actions, as the Committee determines are necessary or appropriate either for this Award to be exempt from the
application of Section 409A or to comply with the requirements of Section 409A.
Section 13. Source of Payment
Shares of Stock transferable to Participant, or Participant’s Beneficiary, under this Award Agreement may
be either Treasury shares, authorized but unissued shares, or any combination of such stock. The Company shall
have no duties to segregate or set aside any assets to secure Participant’s right to receive shares of Stock under this
Award Agreement. Participant shall not have any rights with respect to transfer of shares of Stock under this Award
Agreement other than the unsecured right to receive shares of Stock from the Company.
Section 14. Continuation of Employment
This Award Agreement shall not confer upon Participant any right to continuation of employment by the
Company or its Affiliates, nor shall this Award Agreement interfere in any way with the Company’s or its Affiliates’
right to terminate Participant’s employment at any time.
Section 15. English Language
Participant acknowledges and agrees that it is Participant’s express intent that this Award Agreement, the
Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or
instituted pursuant to the Award, be drawn up in English. If Participant has received this Award Agreement, the Plan
or any other rules, procedures, forms or documents related to the Award translated into a language other than
English, and if the meaning of the translated version is different than the English version, the English version will
control.
Section 15. Entire Award; Amendment
This Award Agreement and the Plan constitute the entire agreement between the parties with respect to the
terms and supersede all prior written or oral negotiations, commitments, representations and agreements with respect
thereto. The terms and conditions set forth in this Award Agreement may only be modified or amended in writing,
signed by both parties.
Section 16. Severability
In the event any one or more of the provisions of this Award Agreement shall be held invalid, illegal or
unenforceable in any respect in any jurisdiction, such provision or provisions shall be automatically deemed
amended, but only to the extent necessary to render such provision or provisions valid, legal and enforceable in such
jurisdiction, and the validity, legality and enforceability of the remaining provisions of this Award Agreement shall
not in any way be affected or impaired thereby.
Section 17. Miscellaneous
A. This Award Agreement and the rights of Participant hereunder are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the
Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions
on any Stock acquired pursuant to this Award Agreement, as it may deem advisable, including, without limitation,
restrictions under applicable federal securities laws, under applicable federal and state tax law, under the
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requirements of any stock exchange or market upon which such Stock is then listed and/or traded, and under any
blue sky or state securities laws applicable to such Stock.
It is expressly understood that the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which
shall be binding upon Participant.
B. The Committee may terminate, amend, or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan may materially and adversely affect Participant’s rights under
this Award Agreement, without the written consent of Participant.
C. Participant agrees to take all steps necessary to comply with all applicable provisions of federal
and state securities and tax laws in exercising his or her rights under this Award Agreement.
D. This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be required.
E. This Award (including any proceeds, gains or other economic benefit actually or constructively
received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Stock
underlying the Award) shall be subject to the provisions of any clawback policy currently or subsequently
implemented by the Company to the extent set forth in such policy.
F. All obligations of the Company under the Plan and this Award Agreement, with respect to these
Restricted Stock Units, shall be binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
G. To the extent not preempted by federal law, this Award Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflict of
law.
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FEDERAL SIGNAL CORPORATION
RESTRICTED STOCK UNIT
BENEFICIARY DESIGNATION
Participant: Social Security No.:
Address: Date of Birth:
Participant hereby designates the following individual(s) or entity(ies) as his or her beneficiary(ies)
pursuant to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan (Insert Name, Social
Security Number, Relationship, Date of Birth and Address of Individuals and/or fully identify any trust beneficiary
by the Name of the Trust, Date of Execution of the Trust, the Trustee’s Name, the address of the trust, and the
employer identification number of the trust):
Primary Beneficiary(ies)
Contingent Beneficiary(ies)
Participant hereby reserves the right to change this Beneficiary Designation, and any such change shall be
effective when the Participant has executed a new or amended Beneficiary Designation form, and the receipt of such
form has been acknowledged by the Company, all in such manner as specified by the Company from time to time,
or on a future date specified by any such new or amended Beneficiary Designation form.
IN WITNESS WHEREAS, the parties have executed this Beneficiary Designation on the date designated
below.
Date: _________________, ____
Signature of Participant
Received:
FEDERAL SIGNAL CORPORATION
Date: _________________, ____ By: