Exhibit 4.1
RESTRICTED STOCK AGREEMENT
This Agreement is made as of the _______________________ ("Date of Award")
between Citizens Utilities Company, a Delaware corporation (the "Company") and
______ (the "Grantee"). In consideration of the agreements set forth below, the
Company and the Grantee agree as follows:
1. Grant. A restricted stock award ("Award") of ______ shares
("Award Shares") of the Company's common stock ("Common Stock"),
is hereby granted by the Company to the Grantee subject to the
following terms and conditions and to the provisions of the
Equity Incentive Plan (the "Plan"), the terms of which are
incorporated by reference herein.
2. Transfer Restrictions. None of the Award Shares shall be sold,
assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee.
3. Release of Restrictions.
(a) The restrictions set forth in Section 2 above shall lapse on
_____________ of the Award Shares on _______________ and the
remaining ______________ on ______________.
(b) The restrictions set forth in Section 2 above with respect
to the Award Shares, to the extent they have not lapsed in
accordance with subsection (a) of this Section 3 , shall
lapse in accordance with the Plan as a result of Grantee's
disability, death, retirement or an action by the Plan
Committee, in its sole discretion, terminating such
restrictions.
4. Forfeiture. The Award Shares shall be forfeited to the Company
upon the Grantee's termination of employment with the Company
prior to the date the restrictions lapse as provided in Section 3
above or in the event the Company notifies Grantee in writing,
that Company has determined that Grantee has breached the terms
of Section 10 below.
5. Adjustment of Shares. Notwithstanding anything contained herein
to the contrary, in the event of any change in the outstanding
Common Stock resulting from a subdivision or consolidation of
shares, whether through reorganization, recapitalization, share
split, reverse share split, share distribution or combination of
shares or the payment of a share dividend, the Award Shares shall
be treated in the same manner in any such transaction as other
Common Stock. Any Common Stock or other securities received by
the Grantee with respect to the Award Shares in any such
transaction shall be subject to the restrictions and conditions
set forth herein.
6. Rights as Stockholder. The Grantee shall be entitled to all of
the rights of a stockholder with respect to the Award Shares
including the right to vote such shares and to receive dividends
and other distributions payable with respect to such shares since
the Date of Award. Any stock dividends payable with respect to
such shares shall bear the same restrictions as the underlying
shares. Said restrictions shall lapse at the same time as
restrictions lapse on the underlying shares.
7. Escrow of Share Certificates. Certificates for the Award Shares
shall be issued in the Grantee's name and shall be held by the
Company's transfer agent until all restrictions lapse or such
shares are forfeited as provided herein. A certificate or
certificates representing the Award Shares as to which
restrictions have lapsed shall be delivered upon the Grantee's
request upon such lapse.
8. Government Regulations. Notwithstanding anything contained herein
to the contrary, the Company's obligation to issue or deliver
certificates evidencing the Award Shares 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.
9. Withholding Taxes. The Company shall have the right to require
the Grantee to remit to the Company, or to withhold from other
amounts payable to the Grantee, as compensation or otherwise, an
amount sufficient to satisfy all federal, state and local
withholding tax requirements. The Company may offer Grantee the
right to have withholding requirements satisfied by the Company's
withholding of shares upon the timely written election of Grantee
to utilize shares for withholding tax purposes.
10. Confidentiality. (a) The Grantee acknowledges that the selection
of Grantee to receive the Award Shares as well as the amount and
terms of the Award are to be held confidential by Grantee and by
the Company. Grantee may disclose the Award to immediate family
members and nonemployee investment or legal advisors who all are
to be required by grantee to respect the confidentiality
obligations of Grantee. Breech of Grantee's duty of the
confidentiality required by this Section 10 shall subject Grantee
to forfeiture of the Award and other discipline including
discharge.
Company shall notify Grantee of such breech of the
duty of confidentiality in writing. Grantee may within 10 days of
receipt of such notice, request review of the determination by
the Compensation Committee of Company's Board of Directors.
(b) Company may disclose information as to the Award to
Employees administering the Award, to Grantee's supervisors and
to the Company's transfer Agent. Information regarding the Award
may be disclosed by either Grantee or Company if required by the
terms of an order by any court or regulatory agency.
11. Employment. Nothing in this Agreement shall confer upon Grantee
any right to continue in the employ of Company, nor shall it
interfere in any way with the right of the Company to terminate
Grantee's employment at any time.
12. Plan Grantee acknowledges receipt of a copy of the Plan, agrees
to be bound by the terms and provisions of the Plan, and agrees
to acknowledge, upon request of Company, receipt of any
prospectus or prospectus amendment provided to Grantee by
Company.
13. Securities Laws. Grantee agrees to comply with all applicable
securities laws upon sale or disposition of shares acquired
hereunder.
14. Notices. Notices to Company shall be addressed to it at:
3 High Ridge Park
Stamford, CT 06905
and to Grantee at:
Company or Grantee may from time to time designate in writing
different addresses for receipt of notice. Notice shall be deemed
given when properly addressed and sent first class or express mail.
15. Governing Law. The terms of this Agreement shall be binding upon
Company, Grantee and their respective successors and assigns.
This Agreement shall be performed under and determined in
accordance with the laws of the State of Connecticut.
In Witness Whereof, the Company has caused this Award to be
granted on the date first above written.
CITIZENS UTILITIES COMPANY
By: ______________________________
ACCEPTED BY GRANTEE:
___________________________