EXHIBIT 10.5
RESTRICTED STOCK UNITS
1997 - Conversion
1990 RJR NABISCO HOLDINGS CORP.
LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK PROGRAM
RESTRICTED STOCK UNIT AGREEMENT
_____________________________________
DATE OF GRANT: June 16, 1997
W I T N E S S E T H
1. GRANT OF RESTRICTED STOCK UNITS. Subject to (i) cancellation of any
prior outstanding Restricted Stock awards granted to the Grantee pursuant to
the provisions of the 1990 RJR Nabisco Long-Term Incentive Plan and the
Restricted Stock Program (collectively, the "Plan") and (ii) surrender to RJR
Nabisco Holdings Corp. (the "Company") of any stock certificates in respect of
such restricted stock, the Company on the above date has granted to
(FIRST NAME)(LAST NAME)(THE "GRANTEE")
subject to the provisions of the Plan and the terms and conditions of the Plan
and this agreement (the "Agreement"), a total of
( ) RESTRICTED STOCK UNITS
which entitle the Grantee to receive an amount in cash equal to the fair market
value of an equivalent number of shares of Common Stock of the Company ("Common
Stock") as of the Payment Date determined in Section 4.
A copy of the Plan is attached and made a part of this Agreement with the
same effect as if set forth in the Agreement itself. All capitalized terms used
below shall have the meaning set forth in the Plan, unless the context requires
a different meaning.
2. VESTING OF RESTRICTED STOCK UNITS. The Restricted Stock Units granted
hereunder shall vest on the earliest of:
(i) July 15, 1997;
(ii) the date of the Grantee's death;
(iii) the date of the Grantee's Disability, as defined in RJR
Nabisco Inc.'s Long Term Disability Plan;
(iv) the date of the Grantee's involuntary termination, if
such termination is a result of a "Reorganization" (as
defined in the Continuing Excellence Recognition
Program);
(v) one year after the date of the Grantee's transfer, as a
result of a Reorganization, to "Operating Company" (as
defined in the Continuing Excellence Recognition
Program), or an affiliated company;
(vi) the date the Grantee is involuntarily terminated without
Cause within one year after the transfer described in
(v).
For purposed of subparagraph 2 (iv) above, an involuntary termination as
result of a Reorganization shall not occur as result of a refusal to accept a
comparable position at an Operating Company or an affiliated company.
3. PRORATA REMOVAL OF RESTRICTIONS. In the event that the Grantee's
termination prior to a date listed in Paragraph 2 is (a) by action of the
Company and without Cause, or (b) by retirement, the Grantee, if approved by the
Chief Executive Officer of the Company, may receive, a portion of such
Restricted Stock Units determined by multiplying the number of such Restricted
Stock Units by a fraction, the denominator of which is the total number of
months between the Date of Grant and the date specified in subparagraph 2 (i)
above (the "Restricted Period"), and the numerator of which is the number of
months (including any portion thereof) of the Grantee's Active Employment during
the Restricted Period. "Active Employment" shall not include any period of
Salary Continuation or any compensation period in lieu of Salary Continuation.
If the Grantee is or becomes Chief Executive Officer of the Company, actions and
approvals required herein shall be made by the Committee.
4. PAYMENT OF RESTRICTED STOCK UNITS. Unless the Grantee has elected to
defer receipt of payment in accordance with Section 7, the Grantee will receive
a payment in cash in respect of Restricted Stock Units granted to him based upon
the closing price of Common Stock on the date of vesting (the "Payment Date").
The payment shall be made as soon as practicable following vesting of such
Restricted Stock Units. If the Grantee has elected to defer receipt of such
payment in accordance with Section 7, the Payment Date will be the last day of
the deferral period and payment will be made as soon as practicable thereafter.
5. FORFEITURE OF RESTRICTED STOCK UNITS. Except as otherwise provided in
Section 3, Restricted Stock Units that are not vested as of the Grantee's
Separation Date shall be cancelled, and the Grantee shall forfeit all right,
title and interest in and to such Restricted Stock Units along with the right to
any dividend equivalents paid thereon pursuant to Section 6. "Separation Date"
means termination from active employment; it does not mean the termination of
pay and benefits at the end of a period of salary continuation (or other form of
severance pay or pay in lieu of salary).
6. DIVIDEND EQUIVALENT PAYMENTS. At all times prior to the Payment Date,
the Grantee shall receive cash payments at the same time and in the same amount
as any cash dividends paid on an equivalent number of shares of Common Stock.
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7. DEFERRAL. The Grantee may elect to defer payment of vested Restricted
Stock Units in accordance with procedures established by the Committee;
provided, that the Grantee may not defer payment in respect of Restricted Stock
Units that vest in connection with the Grantee's termination of employment for
any reason and further, provided, that in no event may the period of deferral
extend beyond January of the year following the Grantee's termination of
employment for any reason. Deferred Restricted Stock Units will continue to
have a value based on the fair market value of an equivalent number of shares of
Common Stock.
8. NO RIGHT TO EMPLOYMENT. The execution and delivery of this Agreement and
the granting of Restricted Stock Units hereunder shall not constitute or be
evidence of any agreement or understanding, express or implied, on the part of
the Company or its subsidiaries to employ the Grantee for any specific period or
in any particular capacity and shall not prevent the Company or its subsidiaries
from terminating the Grantee's employment at any time with or without Cause.
9. TRANSFERABILITY. Other than as specifically provided in the Plan with
regard to the death of the Grantee, this Agreement and any benefit provided or
accruing hereunder shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and any
attempt to do so shall be void. No such benefit shall, prior to receipt thereof
by the Grantee, be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Grantee.
10. CHANGE IN COMMON STOCK OR CORPORATE STRUCTURE.
a) If at any time the number or nature of outstanding shares of Common
Stock of the Company shall be increased or changed as the result of any spinoff,
stock dividend, subdivision or reclassification of shares, or similar event the
number or nature of Restricted Stock Units subject to this Agreement after such
an event shall be increased or changed in the same proportion or manner as the
outstanding shares of Common Stock are increased or changed, or if the number of
outstanding shares of Common Stock shall at any time be decreased as the result
of any combination or reclassification of shares, the number of Restricted Stock
Units subject to this Agreement after such an event shall be decreased in the
same proportion as the outstanding number of shares of Common Stock is
decreased.
b) In the event the Company shall at any time be consolidated with or
merged into any other corporation and holders of the Company's Common Stock
receive common shares of the resulting or surviving corporation, there shall be
an adjustment to the Restricted Stock Units subject to this Agreement after such
an event, and in place of the Restricted Stock Units so subject, a stock
equivalent shall be determined by multiplying the number of common shares of
stock delivered in exchange for a share of Common Stock upon such consolidation
or merger, by the number of Restricted Stock Units subject to this Agreement.
If in such a consolidation or merger, holders of the Company's Common Stock
shall receive any consideration other than common shares of the resulting or
surviving corporation, the Committee shall determine the
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appropriate adjustment to shares held pursuant to this Agreement after such an
event; provided, however, such adjustment shall not be to the detriment of the
Grantee.
11. TAXES. Any taxes required by federal, state or local laws to be
withheld by the Company on the Grant of Restricted Stock Units or any other
payment or event hereunder shall be paid to the Company by the Grantee by the
time such taxes are required to be paid or deposited by the Company. The
Grantee hereby authorizes the Company to withhold or offset a sufficient amount
from any payment hereunder to satisfy any such tax withholding obligations.
12. NOTICES. Any notices required to be given hereunder to the Company
shall be addressed to The Secretary, RJR Nabisco Holdings Corp., 1301 Avenue of
the Americas, New York, NY 10019-6013, and any notice required to be given
hereunder to the Grantee shall be sent to the Grantee's address as shown on the
records of the Company.
13. GRANTEE. In consideration of the grant, the Grantee specifically agrees
that the Committee shall have the exclusive power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan and Agreement as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretation
and determinations made by the Committee shall be final, conclusive, and binding
upon the Grantee, the Company and all other interested persons. No member of
the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Agreement.
The Committee may delegate its interpretive authority to an officer or officers
of the Company.
14. OTHER PROVISIONS.
a) Titles are provided herein for convenience only and are not to
serve as a basis for interpretation of the Agreement.
b) The Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Agreement.
c) THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAWS.
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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the
Grantee have executed this Agreement as of the Date of Grant first above
written.
RJR NABISCO, INC.
By: _____________________________
Authorized Signatory
____________________________
Grantee
Grantee's Taxpayer Identification Number:
____________________________
Grantee's Home Address:
____________________________
____________________________
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