Exhibit 10.20(g)
Millennium Chemicals Inc.
2001 Omnibus Incentive Compensation Plan
Restricted Stock Award Agreement
International Award Agreement for Officers and Key Employees
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Dear :
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Congratulations on your selection as a Participant in the Millennium Chemicals
Inc. 2001 Omnibus Incentive Compensation Plan (the "Plan").
This Award Agreement and the Plan together govern your rights under the Plan and
set forth all of the conditions and limitations affecting such rights. Terms
used in this Award Agreement that are defined in the Plan shall have the
meanings ascribed to them in the Plan. If there is any inconsistency between the
terms of this Award Agreement and the terms of the Plan, the Plan's terms shall
supersede and replace the conflicting terms of this Award Agreement.
Overview of Your Restricted Stock Grant
1. "Number of Restricted Shares Granted":
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2. "Date of Grant":
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3. "Lapse of Restriction Date(s)": The Restricted Stock shall vest in
accordance with the following:
(a) One third of your Restricted Stock (expressed in whole shares) will
vest on the New York Stock Exchange's ("NYSE") first trading day of
January, 2005. The second one third will vest on the NYSE's first
trading day of January, 2006 and the final one third, plus any partial
share remaining, will vest on the NYSE's first trading day of January,
2007, provided you have continued in the employment of the Company
and/or its Subsidiaries through such date.
(b) All restrictions shall lapse and the Restricted Stock shall become one
hundred percent (100%) vested upon your termination of employment due
to death, Disability, or Retirement; defined as either (i) age 50 with
15 years of eligible service; or (ii) age 55 with ten years of
eligible service; provided that you have continued in the employment
of the Company and/or its Subsidiaries through such event.
4. Termination of Employment for Other Reasons. In the event that you
terminate employment with the Company and/or its Subsidiaries for any
reason other than those reasons set forth in Paragraph 3 or in the event
that the Company and/or its Subsidiaries terminates your employment
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for any reason, all of the unvested Shares of Restricted Stock you hold at
the time of your employment termination, and any dividends and other
distributions paid with respect to the unvested Shares of Restricted Stock,
shall be forfeited to the Company; provided, however, that in the event of
a termination of your employment, either the Board or the Committee, in
their sole discretion, may waive such automatic forfeiture provision as it
deems appropriate.
5. Restricted Stock Certificates: Upon the effectiveness of this Agreement,
the Restricted Stock will constitute issued and outstanding shares of
Common Stock for all corporate purposes. Your Restricted Stock certificates
will not be delivered to you until the restrictions on such Restricted
Stock have expired and all other vesting requirements with respect thereto
have been fulfilled. The Company (or its agent) will retain custody of any
certificates representing the Restricted Stock during the applicable
restriction period. Alternatively, the Company may issue the Restricted
Stock in the form of uncertificated shares as provided in Section 158 of
the Delaware General Corporation Law.
6. Certificate Legend: Each certificate representing Shares of Restricted
Stock granted pursuant to the Plan shall bear the following legend:
"The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law,
is subject to certain restrictions on transfer set forth in the
Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan,
any administration rules adopted pursuant to such plan, and a
Restricted Stock Award Agreement dated ___________. A copy of the
Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan,
such rules, and such Restricted Stock Award Agreement may be obtained
from the Senior Vice President - Human Resources of Millennium
Chemicals Inc."
7. Removal of Restrictions: Except as may otherwise be provided herein and in
the Plan, the Restricted Stock awarded pursuant to this Award Agreement
shall become freely transferable upon the Lapse of Restriction Date(s) (and
as applicable, the lapse of restrictions as set forth in Paragraph 9) set
forth in this Award Agreement. Once the Restricted Stock is no longer
subject to any restrictions, you shall be entitled to have the legend
required by Paragraph 6 of this Award Agreement removed from your stock
certificates. After the Restricted Stock is no longer subject to any
restrictions, the Company will deliver the stock certificates to you.
8. Voting Rights and Dividends. During the Period of Restriction, subject to
any limitations provided in the Plan or this Agreement, you may exercise
full voting rights with respect to the Shares of Restricted Stock, with the
exceptions that (i) all dividends and other distributions paid with respect
to the Shares of Restricted Stock shall be deferred until, and paid upon,
the Lapse of Restriction Date(s) hereunder; (ii) no dividends or other
distributions paid with respect to the Shares of Restricted Stock shall
bear interest or be segregated in a separate account; (iii) if any such
dividends or distributions are paid in Shares, the Shares shall be subject
to the same restrictions on transferability as are the Shares of Restricted
Stock with respect to which they were paid; and (iv) you may not sell,
assign, transfer, pledge, exchange, encumber or dispose of the Restricted
Stock before the Lapse of Restriction Date(s).
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9. Change in Control: In the event of a Change in Control, all restrictions on
the transferability of outstanding awards of Restricted Stock as set forth
in this Award Agreement shall immediately lapse, and thereafter such Shares
shall be freely transferable, subject to applicable federal and state
securities laws. In addition, any deferred dividends or other distributions
paid with respect to the Shares of Restricted Stock, will be paid to you.
10. Nontransferability. During the Period of Restriction, Restricted Stock
awarded pursuant to this Award Agreement may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated ("Transfer"),
other than by will or by the laws of descent and distribution, except as
provided in the Plan. If any Transfer, whether voluntary or involuntary, of
Restricted Stock is made, or if any attachment, execution, garnishment, or
lien shall be issued against or placed upon the Restricted Stock, your
right to such Restricted Stock shall be immediately forfeited to the
Company, and this Award Agreement shall lapse.
11. Requirements of Law: The granting of Restricted Stock under the Plan 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.
12. Inability to Obtain Authorization: The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability
with respect to the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
13. Tax Withholding: The Company shall have the power and the right to deduct
or withhold, or require you or your beneficiary to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Award Agreement.
14. Share Withholding: With respect to withholding required upon any other
taxable event arising as a result of awards granted hereunder, you may
elect, subject to the approval of the Committee or the Board, to satisfy
the withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be withheld
on the transaction. All such elections shall be irrevocable, made in
writing, signed, and shall be subject to any restrictions or limitations
that the Board, in its sole discretion, deems appropriate.
15. Administration: This Award Agreement and your rights 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. 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 you,
the Participant.
16. Continuation of Employment: This Award Agreement shall not confer upon you
any right to continuation of employment by the Company, its Affiliates,
and/or its Subsidiaries, nor shall this
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Award Agreement interfere in any way with the Company's, its Affiliates',
and/or its Subsidiaries' right to terminate your employment at any time.
17. Amendment to the Plan: The Board may terminate, amend, or modify the Plan;
provided, however, that no such termination, amendment, or modification of
the Plan may in any way adversely affect your rights to vested Restricted
Stock or Shares under this Award Agreement, without your written approval.
18. Successor: All obligations of the Company under the Plan and this Award
Agreement, with respect to the Restricted Stock, 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.
19. Applicable Laws and Consent to Jurisdiction: The validity, construction,
interpretation, and enforceability of this Award Agreement shall be
determined and governed by the laws of the State of Delaware without giving
effect to the principles of conflicts of law. For the purpose of litigating
any dispute that arises under this Award Agreement, the parties hereby
consent to exclusive jurisdiction and agree that such litigation shall be
conducted in the federal or state courts of the State of Delaware.
20. No Right to Future Grants; No Right of Employment; Extraordinary Item: In
accepting the grant, you acknowledge that: (a) the Plan is established
voluntarily by the Company, it is discretionary in nature and it may be
modified, suspended or terminated by the Company at any time, as provided
in the Plan and this Award Agreement; (b) the grant of the Restricted Stock
is voluntary and occasional and does not create any contractual or other
right to receive future grants of Restricted Stock, or benefits in lieu of
Restricted Stock, even if Restricted Stock has been granted repeatedly in
the past; (c) all decisions with respect to future grants, if any, will be
at the sole discretion of the Company; (d) your participation in the Plan
is voluntary; (e) the Restricted Stock are an extraordinary item that does
not constitute compensation of any kind for services of any kind rendered
to the Company, its Affiliates and/or Subsidiaries, and which is outside
the scope of your employment contract, if any; (f) the Restricted Stock is
not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments; (g) in the
event that you are an employee of an Affiliate or Subsidiary of the
Company, the grant will not be interpreted to form an employment contract
or relationship with the Company; and furthermore, the grant will not be
interpreted to form an employment contract with the Affiliate or Subsidiary
that is your employer; (h) the future value of the underlying Shares is
unknown and cannot be predicted with certainty; (i) no claim or entitlement
to compensation or damages arises from forfeiture or termination of the
Restricted Stock or diminution in value of the Restricted Stock or the
Shares and you irrevocably release the Company, its Affiliates and/or its
Subsidiaries from any such claim that may arise; and (j) notwithstanding
any terms or conditions of the Plan to the contrary, in the event of
involuntary termination of your employment, your right to receive
Restricted Stock and vest in Restricted Stock under the Plan, if any, will
terminate effective as of the date that you are no longer actively employed
and will not be extended by any notice period mandated under local law
(e.g., active employment would not include a period of "garden leave" or
similar period pursuant to local law); furthermore, in the event of
involuntary termination of
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employment, your right to vest in the Restricted Stock after termination of
employment, if any, will be measured by the date of termination of your
active employment and will not be extended by any notice period mandated
under local law.
21. Employee Data Privacy: You hereby explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of your
personal data as described in this document by and among, as applicable,
the Company, its Affiliates and its Subsidiaries ("the Company Group") for
the exclusive purpose of implementing, administering and managing your
participation in the Plan.
You understand that the Company Group holds certain personal information
about you, including, but not limited to, your name, home address and
telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any Shares of stock
or directorships held in the Company, details of all Restricted Stock or
any other entitlement to Shares of stock awarded, canceled, exercised,
vested, unvested or outstanding in your favor, for the purpose of
implementing, administering and managing the Plan ("Data"). You understand
that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these
recipients may be located in your country or elsewhere, and that the
recipient's country may have different data privacy laws and protections
than your country. You understand that you may request a list with the
names and addresses of any potential recipients of the Data by contacting
your local human resources representative. You authorize the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing your
participation in the Plan, including any requisite transfer of such Data as
may be required to a broker or other third party with whom you may elect to
deposit any Shares acquired. You understand that Data will be held only as
long as is necessary to implement, administer and manage your participation
in the Plan. You understand that you may, at any time, view Data, request
additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein,
in any case without cost, by contacting in writing your local human
resources representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the
Plan. For more information on the consequences of your refusal to consent
or withdrawal of consent, you understand that you may contact your local
human resources representative.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and effective as of this ___ day of March 2004.
MILLENNUM CHEMICALS INC.
By:
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Title:
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Employee
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