Exhibit 10.3
[FORM OF AWARD, EMPLOYEE]
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 the 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 Stock Award not defined herein have the
same meanings as defined in the Plan.
2. Definitions.
"Cause" means (a) the willful and continued failure (other than a failure
resulting from the Grantee's Disability) to substantially perform the duties
assigned by DPL, (b) willfully engaging in conduct which is demonstrably
injurious to DPL, monetarily or otherwise, including conduct that, in the
reasonable judgment of DPL, does not conform to the standard of DPL's executives
or employees, (c) any act of dishonesty, commission of a felony, or (d) a
significant violation of any statutory or common law duty of loyalty to DPL.
"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 a Grantee's permanent and total disability as determined by
the Committee in accordance with non-discriminatory standards consistently
applied.
"Retirement" means a Grantee's Separation from Service (other than for Cause) on
or after attaining his or her attaining the age of sixty-five (65).
"Separation from Service" means (a) in the case of an Employee, a cessation of
the employee-employer relationship between an Employee and DPL and its
Affiliates for any reason, including, but not by way of limitation, a
termination by resignation, discharge with or without Cause, death, Disability,
Retirement, or the disaffiliation of an Affiliate, but excluding any such
termination where there is a simultaneous re-employment by DPL or an Affiliate
or, in the case of a Grant which is subject to Code Section 409A, any other
continuation of service to DPL or its affiliate which would preclude a
separation from service for purposes of Code Section 409A, and (b) in the case
of an Independent Contractor, a date specified by the Board and which, in the
case of a Grant subject to Code Section 409A, is not earlier than a separation
from service of such Independent Contractor under Code Section 409A.
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 an Employee 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 previously vested. Upon such
date, the Restricted Shares, 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____]. Should the Grantee's experience
a Separation from Service prior to the dates specified above, the Restricted
Stock shall vest and the Period of Restrictions will terminate as follows:
(a) Separation from Service by DPL with Cause or voluntarily by the Grantee, all
un-vested Restricted Stock shall be forfeited;
(b) Separation from Service by DPL without Cause or upon Retirement, a pro rata
portion of the un-vested Restricted Stock shall vest and the Period of
Restriction shall terminate through date of Separation from Service or
Retirement;
(c) Separation from Service upon the Grantee's Disability, the Restricted Stock
shall continue to vest during the period of Disability, according to the
schedule specified above;
(d) Separation from Service upon the death of the Grantee, all Restricted Stock
shall vest in full.
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.
In addition, all Restricted Stock shall immediately vest in the event of a
Change in Control while Grantee is serving as an Employee of DPL.
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