EXHIBIT 10.74
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FRANKLIN RESOURCES, INC.
2002 UNIVERSAL STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
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This Restricted Stock Award Agreement (this "Agreement") is made as of the Award
Date set forth in the Notice of Restricted Stock Award (the "Notice of Award")
between Franklin Resources, Inc. (the "Company") and the Participant named
therein ("Participant").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has adopted the Franklin
Resources, Inc. 2002 Universal Stock Incentive Plan (the "2002 Plan"),
authorizing the grant of common stock of the Company ("Stock") to eligible
individuals in connection with the performance of services for the Company and
its Subsidiaries, as defined in said 2002 Plan, which is incorporated herein by
this reference (capitalized terms used but not defined in this Agreement have
the meaning set forth in the 2002 Plan);
WHEREAS, the Board of Directors of the Company has also adopted the
Franklin Resources, Inc. Amended and Restated Annual Incentive Compensation Plan
(the "AIP") to reward eligible individuals for contributions made to the Company
by providing them an opportunity to receive an award based on the Company's
performance during a particular fiscal year;
WHEREAS, awards under the AIP may be paid in Stock pursuant to the 2002
Plan; and
WHEREAS, the Company recognizes the efforts and contributions of
Participant on behalf of the Company and its Subsidiaries and, as a reward for
such efforts and contributions, has determined to pay the Participant an award
under the AIP in Stock provided for in this Agreement, subject to certain
restrictions.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants herein contained, the parties hereto hereby agree as follows:
1. RESTRICTED STOCK AWARD. The Company is issuing to Participant shares of
Stock as set forth in the Notice of Award, subject to the rights of and
limitations on Participant as owner thereof as set forth in this Agreement. Such
shares are being issued in book entry form and maintained on the books of the
Bank of New York, the Company's transfer agent, or any successor thereto. All
shares of Stock issued hereunder shall be deemed issued to Participant as fully
paid and non assessable shares, and Participant shall have all rights of a
shareholder with respect thereto, including the right to vote, to receive
dividends (including stock dividends), to participate in stock splits or other
recapitalizations, and to exchange such shares in a merger, consolidation or
other reorganization. The Company shall pay any applicable stock transfer taxes.
Participant hereby acknowledges that Participant is acquiring the Stock issued
hereunder for investment and not with a view to the distribution thereof, and
that Participant does not intend to subdivide Participant's interest in the
Stock with any other person.
2. TRANSFER RESTRICTION.
(a) No Stock issued to Participant hereunder shall be sold, transferred by
gift, pledged, hypothecated, or otherwise transferred or disposed of by
Participant prior to the date on which it becomes vested under paragraph 3. This
paragraph shall not preclude the Participant from exchanging the Stock
awarded hereunder pursuant to a cash or stock tender offer, merger,
reorganization or consolidation. Notwithstanding the foregoing, any securities
(including stock dividends and stock splits) received with respect to shares of
Stock which are not yet vested under paragraph 3 shall be subject to the
provisions of this Agreement in the same manner and shall become fully vested at
the same time as the Stock with respect to which such additional securities were
issued.
(b) Participant acknowledges that, from time to time, the Company may be in
a "Blackout Period" and/or subject to applicable securities laws that could
subject the Participant to liability for engaging in any transaction involving
the sale of the Company's shares. Participant further acknowledges and agrees
that, prior to the sale of any shares acquired under this Award, it is
Participant's responsibility to determine whether or not such sale of shares
will subject Participant to liability under insider trading rules or other
applicable securities laws.
3. VESTING.
(a) Participant's interest in the Stock awarded under paragraph 1 shall
become vested and nonforfeitable in accordance with the Vesting Schedule in the
Notice of Award so long as Participant maintains Continuous Status as an
Employee of the Company or a Subsidiary. Upon vesting, the Company shall, within
thirty (30) days of such vesting, deliver to Participant the certificates
evidencing the nonforfeitable shares, provided the withholding requirements of
paragraph 4 have been satisfied.
(b) If Participant ceases to maintain Continuous Status as an Employee of
the Company or any of its Subsidiaries for any reason other than death or
disability (as described in subparagraph (c)), all shares of Stock to the extent
not yet vested under subparagraph (a) on the date Participant ceases to be a
full-time employee shall be forfeited by Participant without payment of any
consideration to Participant therefor. Any shares of Stock so forfeited shall be
canceled and returned to the status of authorized but unissued shares, to be
held for future distributions by the Company's 2002 Plan.
(c) If Participant dies or in the event of termination of Participant's
Continuous Status as an Employee as a result of disability (as determined by the
Board in accordance with the policies of the Company) while a full-time employee
of the Company or any of its Subsidiaries, Participant's interest in all shares
of Stock awarded hereunder shall become fully vested and nonforfeitable as of
the date of death or termination of employment on account of such disability.
Unless changed by the Board, "disability" means that the Participant ceases to
be an employee on account of permanent and total disability as a result of which
the Participant shall be eligible for payments under the Company's long term
disability policy.
4. WITHHOLDING OF TAXES.
(a) GENERAL. Participant is ultimately liable and responsible for all taxes
owed by Participant in connection with the Stock awarded, regardless of any
action the Company or any of its Subsidiaries takes with respect to any tax
withholding obligations that arise in connection with the Stock awarded. Neither
the Company nor any of its Subsidiaries makes any representation or undertaking
regarding the treatment of any tax withholding in connection with the grant or
vesting of the Stock awarded or the subsequent sale of any of the shares of
Stock. The Company and its Subsidiaries do not commit and are under no
obligation to structure the award to reduce or eliminate Participant's tax
liability.
(b) PAYMENT OF WITHHOLDING TAXES. Prior to any event in connection with the
Stock awarded (e.g., vesting) that the Company determines may result in any tax
withholding obligation, whether United States federal, state, local or non-U.S.,
including any employment tax obligation (the "Tax Withholding
Obligation"), Participant must arrange for the satisfaction of the minimum
amount of such Tax Withholding Obligation in a manner acceptable to the Company.
(i) BY SHARE WITHHOLDING. Unless Participant determines to satisfy the
Tax Withholding Obligation by some other means in accordance with clause (iii)
below, Participant authorizes the Company (in the exercise of its sole
discretion) to withhold from those shares of Stock issuable to Participant the
whole number of shares sufficient to satisfy the minimum applicable Tax
Withholding Obligation. Participant acknowledges that the withheld shares may
not be sufficient to satisfy Participant's minimum Tax Withholding Obligation.
Accordingly, Participant agrees to pay to the Company or any of its Subsidiaries
as soon as practicable, including through additional payroll withholding, any
amount of the Tax Withholding Obligation that is not satisfied by the
withholding of shares described above. Share withholding will generally be used
to satisfy the minimum Tax Withholding Obligation of individuals subject to the
short-swing profit restrictions of Section 16(b) of the Securities Exchange Act
of 1934, as amended.
(ii) BY SALE OF SHARES. Unless Participant determines to satisfy the
Tax Withholding Obligation by some other means in accordance with clause (iii)
below, Participant's acceptance of the Stock awarded constitutes Participant's
instruction and authorization to the Company and any brokerage firm determined
acceptable to the Company for such purpose to sell on Participant's behalf a
whole number of shares from those shares of Stock issuable to Participant as the
Company determines to be appropriate to generate cash proceeds sufficient to
satisfy the minimum applicable Tax Withholding Obligation. Such shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon thereafter as practicable. Participant will be responsible for all
broker's fees and other costs of sale, and Participant agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or expenses relating
to any such sale. To the extent the proceeds of such sale exceed Participant's
minimum Tax Withholding Obligation, the Company agrees to pay such excess in
cash to Participant. Participant acknowledges that the Company or its designee
is under no obligation to arrange for such sale at any particular price, and
that the proceeds of any such sale may not be sufficient to satisfy
Participant's minimum Tax Withholding Obligation. Accordingly, Participant
agrees to pay to the Company or any of its Subsidiaries as soon as practicable,
including through additional payroll withholding, any amount of the minimum Tax
Withholding Obligation that is not satisfied by the sale of shares described
above.
(iii) BY CHECK, WIRE TRANSFER OR OTHER MEANS. At any time not less
than five (5) business days (or such fewer number of days as determined by the
Committee or its designee) before any Tax Withholding Obligation arises (e.g., a
vesting date), Participant may elect to satisfy Participant's minimum Tax
Withholding Obligation by delivering to the Company an amount that the Company
determines is sufficient to satisfy the minimum Tax Withholding Obligation by
(x) wire transfer to such account as the Company may direct, (y) delivery of a
certified check payable to the Company, or (z) such other means as specified
from time to time by the Committee or its designee.
5. SUCCESSORS. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns. Nothing contained in the Amended Plan or
this Agreement shall be interpreted as imposing any liability on the Company or
the Committee in favor of any Participant or any purchaser or other transferee
of Stock with respect to any loss, cost or expense which such Participant or
purchaser may incur in connection with, or arising out of any transaction
involving any shares of Stock subject to the 2002 Plan or this Agreement.
6. INTEGRATION. The terms of the 2002 Plan and this Agreement are intended
by the Company and the Participant to be the final expression of their agreement
with respect to the shares of Stock and may not be contradicted by evidence of
any prior or contemporaneous agreement. The Company and Participant further
intend that the 2002 Plan and this Agreement shall constitute the complete and
exclusive statement
of their terms and that no extrinsic evidence whatsoever may be introduced in
any arbitration, judicial, administrative or other legal proceeding involving
the 2002 Plan or this Agreement. Accordingly, the 2002 Plan and this Agreement
contain the entire understanding between the parties and supersede all prior
oral, written and implied agreements, understandings, commitments and practices
among the parties.
7. WAIVERS. Any failure to enforce any terms or conditions of the 2002 Plan
or this Agreement by the Company or by Participant shall not be deemed a waiver
of that term or condition, nor shall any waiver or relinquishment of any right
or power for all or any other times.
8. SEVERABILITY OF PROVISIONS. If any provision of the 2002 Plan or this
Agreement shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision thereof; and the Amended
Plan and this Agreement shall be construed and enforced as if neither of them
included such provision.
9. COMMITTEE DECISIONS CONCLUSIVE. All decisions of the Committee arising
under the 2002 Plan or under this Agreement shall be conclusive.
10. MANDATORY ARBITRATION. To the extent permitted by law, any dispute
arising out of or relating to this Agreement, including its meaning or
interpretation, shall be resolved solely by arbitration before an arbitrator
selected in accordance with the rules of the American Arbitration Association.
The location for the arbitration shall be in the county or comparable
jurisdiction of Participant's employment. Judgment on the award rendered may be
entered in any court having jurisdiction. Each party shall pay an equal share of
the arbitrator's fees. All statutes of limitation which would otherwise be
applicable shall apply to any arbitration proceeding under this paragraph. The
provisions of this paragraph are intended by Participant and Company to be
exclusive for all purposes and applicable to any and all disputes arising out of
or relating to this Agreement. The arbitrator who hears and decides any dispute
shall have jurisdiction and authority only to award compensatory damages to make
whole a person or entity sustaining foreseeable economic damages, and, shall not
have jurisdiction and authority to make any other award of any type, including
without limitation, punitive damages, unforeseeable economic damage, damages for
pain, suffering or emotional distress, or any other kind or form of damages. The
remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy
for any dispute which is subject to arbitration under this paragraph.
11. DELAWARE LAW. The 2002 Plan, the Notice of Award and this Agreement
shall be construed and enforced according to the laws of the State of Delaware
to the extent not preempted by the federal laws of the United States of America.
FRANKLIN RESOURCES, INC.
2002 UNIVERSAL STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK AWARD
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Participant's Name:
Address:
Franklin Resources, Inc. (the "Company") recognizes your efforts and
contributions on behalf of the Company and its Subsidiaries and, as a reward for
such efforts and contributions, has awarded you shares of Company Common Stock
as described in the Restricted Stock Award Agreement (the "Award Agreement") and
this Notice of Restricted Stock Award (collectively, the "Award") as follows:
Award Number ______________________________________
Award Date ______________________________________
Grant Price Per Share
Total Number of Shares Awarded ______________________________________
VESTING SCHEDULE NUMBER OF SHARES
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Participant acknowledges and agrees that the shares subject to this Award
shall vest only by Participant continuing employment at the will of the Company
(not through the act of being hired, being granted this award or acquiring
shares hereunder). Participant further acknowledges and agrees that nothing in
this Award nor in the Company's 2002 Universal Stock Incentive Plan (the "2002
Plan"), which is incorporated herein by this reference, affects the Company's
right to terminate, or to change the terms of, the Participant's employment at
any time, with or without cause.
Participant acknowledges that, from time to time, the Company may be in a
"Blackout Period" and/or subject to applicable securities laws that could
subject the Participant to liability for engaging in any transaction involving
the sale of the Company's shares. Participant further acknowledges and agrees
that, prior to the sale of any shares acquired under this Award, it is
Participant's responsibility to determine whether or not such sale of shares
will subject Participant to liability under insider trading rules or other
applicable securities laws.
Participant understands that the Award is subject to Participant's consent
to access the 2002 Plan prospectus, the 2002 Plan, the Award Agreement
(collectively, the "2002 Plan Documents") in electronic form through the People
Page on the Company's Intranet. By signing below and accepting the grant of the
Award, you: (i) consent to access electronic copies (instead of receiving paper
copies) of the 2002 Plan Documents via the Company's Intranet; (ii) represent
that you have access to the Company's Intranet; (iii)
acknowledge receipt of electronic copies, or that you are already in possession
of paper copies, of the 2002 Plan Documents and the Company's 2002 Annual
Report; and (iv) acknowledge that you are familiar with and accept the Award
subject to the terms and provisions of the 2002 Plan Documents.
Participant may receive paper copies of the 2002 Plan Documents by
requesting them in writing addressed to Stock Administration at One Franklin
Parkway, San Mateo, CA 94403-1906.
In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due to me pursuant to this
Award. Please note that this designation applies only to this Award and not to
any prior awards or grants under the 2002 Plan.
NAME: (Please print):____________________________________________
(First) (Middle) (Last)
SSN/SIN/National Tax ID:_________________________________________
ADDRESS: ____________________________________________
____________________________________________
(Please include Country and Zip/Postal Code)
TELEPHONE NO.: ____________________________________________
(Please include country and/or area code)
RELATIONSHIP: ____________________________________________
PERCENTAGE: ____________________________________________
(Enter the % you wish your beneficiary(ies)
to receive)
By your electronic signature and by the acceptance of the Company's
representative below, you and the Company agree that the Award is granted under
and governed by the terms and conditions of the 2002 Plan and the Award
Agreement.
PARTICIPANT: FRANKLIN RESOURCES, INC.
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Participant's Name Barbara J. Green, Vice President