Exhibit 10.2
[FORM OF RESTRICTED STOCK AWARD, MEMBER OF BOARD]
DELTA AND PINE LAND COMPANY
RESTRICTED STOCK AWARD AGREEMENT
2005 OMNIBUS STOCK PLAN
THIS STOCK AWARD is made as of __________ , 20__ (The "Grant date"), between
Delta and Pine Land Company, a Delaware corporation ("DPL"), and __________ (the
"Grantee").
THE PARTIES AGREE AS FOLLOWS:
1. Award of Restricted Stock. DPL hereby awards to Grantee Shares of DPL's Class
A common stock , par value $0.10 per share (the "Restricted Stock"). This Stock
Award is subject to all of the terms and conditions set forth herein and in the
DPL 2005 Omnibus Stock Plan (the "Plan"), a copy of which is attached hereto and
incorporated by reference.
The Grantee acknowledges that he or she has read the Plan and agrees to be bound
by its terms. Capitalized terms in this Restricted Stock award not defined
herein have the same meanings as defined in the Plan.
2. Definitions.
"Change in Control" means the occurrence of any of the following events: (a) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more
of the combined voting power of the then outstanding voting securities of DPL
entitled to vote generally in the election of Members of the Board (the
"Outstanding DPL Voting Securities"); provided, however, that for purposes of
this paragraph (a) (i) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by DPL; or (ii) any acquisition by any
corporation pursuant to a transaction which complies with clauses (1), (2) and
(3) of paragraph (c) below shall not be deemed to be a Change in Control; or (b)
Individuals who, as of the Effective Date, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a Member of the Board subsequent
to the date hereof whose election, or nomination for election, was approved by a
vote of at least a majority of the Members of the Board then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of Members of the Board
or other actual or threatened solicitation of proxies or consents, by or on
behalf of a Person other than the Board; or (c) Consummation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of DPL (a "Business Combination"), in each case,
unless, following such Business Combination, (1) all or substantially all of the
individuals and entities who were the beneficial owners, of the then Outstanding
DPL Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns DPL or all
or substantially all of DPL's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding DPL Voting
Securities (2) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of DPL or of such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 50% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (3) individuals who were on the Incumbent
Board continue to constitute at least a majority of the members of the board of
directors of the corporation resulting from the Business Combination; provided,
however, that any individual becoming a Member of the Board subsequent to the
date hereof whose election, or nomination for election, was approved by a vote
of at least a majority of the Members of the Board then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents, by or on behalf of a
Person other than the Board; or (d) Approval by the stockholders of DPL of a
complete liquidation or dissolution of DPL. Notwithstanding the foregoing, in
the case of an award which is subject to Code Section 409A, Change in Control
shall have the meaning required by that Section to avoid adverse tax
consequences to Grantee.
"Disability" means the Optionee's 's permanent and total disability as
determined by the Committee in accordance with non-discriminatory standards
consistently applied. In the event the Option is subject to Code Section 409A,
Disability shall mean an inability to engage in any substantial gainful activity
by reason of any medically determinable physical of mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not fewer than twelve (12) months.
3. Transferability/Share Certificates. Grantee may assign the Restricted Stock,
or any portion thereof, to a member(s) of Grantee's Immediate Family or to a
Charitable Organization, each as defined in the Plan. The Restricted Stock may
not otherwise be sold, pledged, assigned, or otherwise alienated or hypothecated
until the Period of Restriction specified below has ended. The rights and
protections of DPL hereunder shall extend to its successors, assigns and
affiliates. Should the Grantee not be a Member of the Board of Directors (the
"Board") of DPL on the dates specified for vesting of the Restricted Stock,
except for certain circumstances specified below, the Restricted Stock shall be
forfeited and returned to DPL's treasury.
4. Termination. Subject to earlier termination as provided in the Plan, this
Stock Award will expire on [______________________], unless the Restricted Stock
previously vested. Upon such date, the Restricted Stock, unless previously
vested, shall be forfeited and returned to DPL's treasury.
5. Terms of the Plan. The Grantee understands that the Plan includes important
terms and conditions that apply to this Stock Award. Those terms include
(without limitation): important conditions to the right of the Grantee to
receive the Shares without restrictions and early termination of the Stock Award
following the occurrence of certain events. Not by way of limitation, Section
7.13 of the Plan contains important non-competition provisions which could
result in the forfeiture of all or a portion of the Award granted hereunder.
6. Vesting Schedule/Period of Restriction. The Restricted Stock granted under
this Award Agreement shall vest and the Period of Restriction for such Shares
shall terminate as follows: ________________Shares shall vest on the
[_______________anniversary of the Grant Date] OR [__________________, 20____],
(ii) ________________Shares shall vest on the [_______________anniversary of the
Grant Date] OR [__________________, 20____], (iii) ________________Shares shall
vest on the [_______________anniversary of the Grant Date] OR
[__________________, 20____], (iv) ________________Shares shall vest on the
[_______________anniversary of the Grant Date] OR [__________________, 20____],
and (v) ________________Shares shall vest on the [_______________anniversary of
the Grant Date] OR [__________________, 20____]. If this Grant is subject to
Code Section 409A, Grantee shall not be considered to have terminated service
until there has occurred a separation from service as contemplated by such
Section. If the Grantee is a Member of the Board on the date of a Change in
Control, all Shares of Restricted Stock granted under the Award Agreement shall
immediately vest and the Period of Restriction on such Shares shall immediately
terminate. In the event Grantee suffers a Disability while serving as a Member
of the Board, all Shares of Restricted Stock granted under the Award Agreement
shall continue to vest according to the above schedule during the period of
Disability. Notwithstanding the foregoing or any other provision of this Grant
or the Plan, in the event that Grantee is a "specified employee" as contemplated
by Code Section 409A, and if the Period of Restriction would otherwise lapse as
a result of a separation from service, then such Period of Restriction shall
instead lapse on the date which is six (6) months after the date of such
separation from service.
7. Miscellaneous. This Stock Award (together with the Plan) sets forth the
complete agreement of the parties concerning the subject matter hereof,
superseding all prior agreements, negotiations and understandings. This Stock
Award will be governed by the substantive law of the State of Delaware, and may
be executed in counterparts. The Grantee understands that this Stock Award is
subject to early termination as provided in the Plan. Grantee further
understands that this Grant is subject to revision as deemed necessary or
appropriate by DPL, in its sole discretion, to avoid adverse tax consequences
under Code Section 409A.
The parties hereby have entered into this Stock Award Agreement as of the date
set forth above.
Delta and Pine Land Company
By: ________________________________
Title:_______________________________
"Grantee"
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Address:
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Attachment: 2005 Omnibus Stock Plan