RSU GRANT AGREEMENT
EXHIBIT 10.32
2010 LONG-TERM INCENTIVE PLAN OF THE ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ COMPANY
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The grant of RSUs (as defined below) set forth under this Grant Agreement is being made in connection with the spin-off of The ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Company from ▇▇▇▇▇▇▇▇▇ International, Inc. pursuant to the Plan (as defined below). This grant, including the terms and conditions thereof as set forth in this Grant Agreement, is issued as a replacement grant in substitution of the restricted stock unit award granted to you on (the “Original Grant Date”), which award is hereby cancelled.
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The Compensation Committee of the Board of Directors (the “Committee”) of The ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Company (the “Company”) granted to you on August 9, 2010 (the “Date of Grant”), pursuant to the 2010 Long-Term Incentive Plan of The ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Company, (the “Plan”) of the Company, Restricted Stock Units (“RSUs”), upon the terms and conditions set forth in the Plan and in this Agreement (hereinafter the “Grant”). The provisions of the Plan are incorporated herein by reference and a copy of the Plan is enclosed for your reference.
Any reference or definition contained in this Agreement shall, except as otherwise specified, be construed in accordance with the terms and conditions of the Plan and all determinations and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on you and your legal representatives and beneficiaries. The term “Company” as used in this Agreement with reference to employment shall include subsidiaries of the Company. Whenever the words “you or your” are used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the beneficiary, estate, or personal representative, to whom any rights under this Agreement may be transferred by will or by the laws of descent and distribution, it shall be deemed to include such person.
Restricted Stock Units
RSU Award. You have been awarded the number of RSUs shown on the attached Notice of Grant. Each RSU represents a right to receive a share of Company common stock on the Vesting Date (as set forth in the “Vesting Requirements” paragraph below) provided the vesting requirements set forth in this agreement have been satisfied.
Vesting Requirements. Subject to the “Forfeiture of Restricted Stock” paragraph below, the RSUs do not provide you with any rights or interest therein until they become vested. The RSUs will become vested under the following circumstances (each a “Vesting Date”):
| • | In one-third (1/3) increments on each of the first, second and third anniversaries of the Original Grant Date; |
| • | 25% of the RSUs outstanding, if your employment is terminated due to an involuntary termination in connection with a reduction in force on or after the first anniversary of the Original Grant Date but prior to the second anniversary of the Original Grant Date; |
| • | 50% of the RSUs outstanding, if your employment is terminated due to an involuntary termination in connection with a reduction in force on or after the second anniversary of the Original Grant Date but prior to the third anniversary of the Original Grant Date; and |
| • | 100% of RSUs outstanding, if your employment is terminated prior to the third anniversary of the Date of Grant due to death or disability, or upon the occurrence of a “Change in Control.” |
The Committee may, in its sole discretion, provide for additional vesting. For purposes of this Agreement, a reduction in force shall mean a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force.
Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect.
In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters.
Payment of RSUs. RSUs shall be paid in shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the Vesting Date.
Taxes
You will realize income in connection with this grant of RSUs in accordance with the tax laws of the jurisdiction that is applicable to you.
By acceptance of this letter, you agree that any amount which the Company is required to withhold on your behalf, including state income tax and FICA withholding, in connection with income realized by you under this grant will be satisfied by withholding whole units or shares having an aggregate fair market value as equal in value but not exceeding the amount of such required tax withholding, unless the Compensation Committee determines to satisfy the statutory minimum withholding obligations by another method permitted by the Plan.
Regardless of the withholding method, you will promptly pay to the Company the amount of income tax which it is required to withhold in connection with the income realized by you in connection with this grant and that you hereby authorize the Company to withhold such amount, in whole or in part, from subsequent salary payments, without further notice to you.
Transferability
RSUs granted hereunder are non-transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.
Other Information
Neither the action of the Company in establishing the Plan, nor any action taken by it, by the Committee or by your employer, nor any provision of the Plan or this Agreement shall be construed as conferring upon you the right to be retained in the employ of the Company or any of its subsidiaries or affiliates.
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