Exhibit 10.1
[FORM OF RESTRICTED STOCK UNIT AWARD, MEMBER OF BOARD]
DELTA AND PINE LAND COMPANY
RESTRICTED STOCK UNIT AWARD AGREEMENT
2005 OMNIBUS STOCK PLAN
THIS RESTRICTED STOCK UNIT AWARD ("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 Units. DPL hereby credits to a separate account
maintained on the books of DPL ("Account") a total of ____________ units
("Units"). On any date, the value of each Unit shall equal the fair market value
of one share of DPL Class A common stock , par value $0.10 per share (the "DPL
Stock"). For purposes of the Award, "fair market value" shall be the mean of the
highest and lowest quoted selling prices for DPL Stock on that date as reported
on the New York Stock Exchange Composite Tape. This Award is subject to all of
the terms and conditions set forth herein and in the Delta and Pine Land Company
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 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 Grantee is unable 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. Grantee may assign the Restricted Stock, or any portion
therof, to a member(s) of Grantee's Immediate Family or to a Charitable
Organization, each as defined in the Plan. The Units may not otherwise be sold,
pledged, assigned, or otherwise alienated or hypothecated and may not be made
subject to lien, garnishment, attachment or other legal process. 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 Units, except for
certain circumstances specified below, the Units shall be forfeited.
4. Terms of the Plan. The Grantee understands that the Plan includes important
terms and conditions that apply to this Award. Those terms include (without
limitation): important conditions to the rights of the Grantee. Not by way of
limitation, the Plan contains important non-competition provisions which could
result in the forfeiture of all or a portion of the Award granted hereunder.
5. Vesting Schedule/Period of Restriction. The period of time from the Grant
Date until the date Units become vested is the "Restriction Period." Provided
Grantee's service as a Director of DPL continues on the applicable stated date,
the Restriction Period shall end and Units shall vest (i) for
________________Units on the [_______________anniversary of the Grant Date] OR
[__________________, 20____], (ii) for ________________Units on the
[_______________anniversary of the Grant Date] OR [__________________, 20____],
(iii) for ________________Units on the [_______________anniversary of the Grant
Date] OR [__________________, 20____], (iv) for ________________Units on the
[_______________anniversary of the Grant Date] OR [__________________, 20____],
and (v) for ________________Units on the [_______________anniversary of the
Grant Date] OR [__________________, 20____]. Except as may otherwise be
specifically provided in this Award, if Grantee ceases to provide services as a
Member of the Board prior to the scheduled vesting date, any non-vested Units
shall be forfeited. If the Grantee is a Member of the Board on the date of a
Change in Control, all Units granted under the Award shall immediately vest and
the Restriction Period on such Units shall immediately terminate. Further
provided, that if the Grantee incurs a Disability or dies, in either case while
serving as a Member of the Board, all non-vested Units shall vest immediately.
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 Restriction Period would otherwise lapse as a result of
a separation from service, then such Restriction Period shall instead lapse on
the date which is six (6) months after the date of such separation from service.
If necessary as a result, the termination date specified in paragraph 4 shall be
extended accordingly.
6. Dividends. If dividends are paid on DPL Stock during the term of this
Agreement, the number of Units credited to the Account shall be increased as of
the date of each payment by an amount equal to (a) the product of the number of
Units credited to the Account multiplied by the per share dividend, divided by
(b) the fair market value of DPL Stock on the payment date. Additional shares so
credited shall vest as the underlying DPL Stock upon which the dividends are
based shall vest.
7. Form and Time of Payment. Grantee shall be paid a number of shares of DPL
Stock equal to the aggregate number of vested Units as of such date, together
with cash in lieu of any fractional Unit, upon the first to occur of
___________________________, 20_________, a separation from service with DPL, or
following a Change in Control. Payment shall be made as soon as is
administratively practicable, but in no event later than sixty (60) days
following, the relevant date. Provided, however, that if the Grantee incurs a
Disability while serving as a Director of DPL, all Units shall vest and shall be
paid within a reasonably practicable time to Grantee if (s)he is legally
competent, or to a legally-designated guardian or representative if not legally
competent. Provided further, that if Grantee dies while serving as a Director of
DPL, all Units shall vest and the benefit shall be paid to the Grantee's estate
or to any alternate beneficiary designated to DPL in writing for purposes of
such benefit.
8. Unsecured, Unfunded Compensation. All amounts credited to an Account under
this Agreement are merely bookkeeping accounts, and are unfunded. Grantee is a
general, unsecured creditor of DPL.
9. Miscellaneous. This 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. All notices required or
permitted under this Agreement shall be deemed made and effective upon delivery
to Grantee or DPL. This Award will be governed by the substantive law of the
State of Delaware, and may be executed in counterparts. The Grantee understands
that this 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. To the extend applicable, it is intended that this
Agreement and the Plan comply with Code Section 409A, and they shall be
administered in a manner consistent with that intent. Any provision which would
cause the Award to fail to satisfy Section 409A shall have no effect except as
amended to comply, which amendment may be retroactive and without the consent of
Grantee. Any reference to Section 409A includes a reference to regulations or
other guidance issued by the U. S. Department of the Treasury or the Internal
Revenue Service.
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