EXHIBIT 10.2
FORM OF RESTRICTED STOCK AGREEMENT
NEW JERSEY RESOURCES CORPORATION
THIS RESTRICTED STOCK AGREEMENT (the "AGREEMENT") is made by and between
New Jersey Resources Corporation, a corporation organized and existing under the
laws of the State of New Jersey (the "COMPANY"), and ________________ (the
"EMPLOYEE"), as of ________________(the "GRANT DATE"). This Agreement provides
notice of the terms and conditions applicable to a grant of restricted stock
made under the New Jersey Resources Corporation 2002 Employee and Outside
Director Long-Term Incentive Compensation Plan (the "2002 PLAN"). By execution
below, Employee agrees to be bound by the terms and conditions described herein
and the provisions of the 2002 Plan, a copy of which has been delivered to the
Employee. Unless otherwise defined below, capitalized terms have the meanings
ascribed to them in the 2002 Plan.
1. Grant of Restricted Stock.
As of the Grant Date, the Board of Directors of the Company (the
"BOARD") grants to Employee an aggregate of ______ shares of its common
stock, $2.50 par value (the "COMMON STOCK"), provided that during the
Restriction Period (as defined below), such shares shall not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of (the
"RESTRICTED STOCK").
The Company may either (i) issue in the name of Employee a
certificate or certificates for the shares of Restricted Stock, which may
be legended, in the Board's sole discretion, to reflect the terms and
conditions set forth herein, and which certificates shall be held by the
Company, in escrow, pending the lapse of the Restriction Period, or (ii)
hold a global certificate, in accordance with Section IV. (B) of the 2002
Plan, representing all shares of Restricted Stock subject to such
restrictions. As a condition of the grant hereunder, if determined
necessary by the Board in its sole discretion, stock powers endorsed in
blank shall be executed by Employee with respect to such restricted
shares.
2. Restriction Period. Except as expressly provided herein, the
restrictions set forth in Section 1 hereof shall commence as of the Grant
Date and shall lapse on the fourth (4th) anniversary of the Grant Date
(the entirety of such period referred to herein as the "RESTRICTION
PERIOD"). Shares shall be delivered to Employee by the Company no later
than 10 days after the expiration of the Restriction Period, provided that
fractional shares may be settled by the Company in cash.
3. Shareholder Rights. During the Restriction Period, Employee shall be
entitled to receive dividends on the Restricted Stock when, as, and if
dividends are declared and paid on the Company's Common Stock, shall be
entitled to vote Restricted Stock on any matter submitted to a vote of
holders of the Company's Common Stock, and shall have all other rights of
a shareholder of the Company except as otherwise expressly provided
hereunder. As provided by the 2002 Plan, the Company will reinvest all
dividends on the Restricted Shares into
additional Restricted Stock. Such stock will be subject to the same
restrictions and vesting schedule as the Restricted Shares issued to you
on the Grant Date.
4. Termination of Employment.
(a) If Employee's employment with the Company terminates due to
Employee's death or Disability (as defined in the 2002 Plan), all
restrictions regarding the Restricted Stock shall lapse and the shares
shall be delivered to Employee (or Employee's estate) no later than 10
days after the termination date.
(b) Unless otherwise determined by the Board at the time of
termination, if Employee's employment with the Company is terminated for
any reason other than as specified in Section 4(a) above, all shares of
Restricted Stock to which restrictions then apply shall be immediately
forfeited and the effected certificates canceled by the Company as of the
date of termination.
5. Change in Control. Provided that the Restricted Stock granted hereunder
has not otherwise been forfeited or cancelled, upon the occurrence of a
Change in Control (as defined in the 2002 Plan), all restrictions shall
lapse as to the aggregate number of shares of Restricted Stock then
subject to restriction, and the Company shall promptly transfer shares of
Common Stock, free of such restrictions, to Employee.
6. No Assignment of Restricted Stock. During the Restriction Period, the
Restricted Stock granted hereunder shall not be subject in any manner to
sale, transfer, pledge, assignment, encumbrance, division or other
disposition, and whether voluntarily or involuntarily, except by operation
of law.
7. Section 409A Compliance. Notwithstanding anything contained herein to
the contrary, the Board shall have broad authority to delay the settlement
or modify the terms of any award made hereunder to the extent necessary to
comply with Section 409A of the Internal Revenue Code, as amended from
time to time, including without limitation changes to certain definitions,
including the Disability and Change in Control definitions contained in
the 2002 Plan.
8. Adjustment. During the Restriction Period, the aggregate number of
shares of Restricted Stock granted hereunder shall be subject to
adjustment due to any stock split, stock dividend or other form of
recapitalization by the Company.
9. Employment Rights. Neither this Agreement nor the grant of Restricted
Stock hereunder shall be deemed to confer on Employee any right to
continue in the employ of the Company to interfere, in any manner, with
the Company's rights to terminate employment, in its sole discretion,
subject to the terms of any separate agreement between Employee and the
Company.
10. Amendment and Modification. The terms and conditions set forth herein
may be amended only in writing signed by both Employee and an authorized
member of the Company.
11. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of Employee and the Company, including their
respective heirs, executors, administrators, successors and assigns.
12. 2002 Plan and Available Information. The Restricted Stock granted
hereunder shall be subject to such additional terms and conditions as may
be imposed under the terms of the 2002 Plan, a copy of which has been
furnished with this grant. If any conflict exists between this Agreement
and the 2002 Plan, the 2002 Plan shall prevail.
13. Governing Law. The validity, construction, and effect of all rules and
regulations applicable to this award shall be determined in accordance
with the laws of the State of New Jersey and applicable Federal law.
14. Withholding Tax. The Company may deduct from any payment to be made to
Employee any amount that federal, state, local or foreign tax law requires
to be withheld with respect to the grant of Restricted Stock or delivery
of shares of shares hereunder. At the Board's election, the Company may
withhold from the number of shares of Common Stock to be delivered upon
expiration of the Restriction Period a number of whole shares up to but
not exceeding that number which has a fair market value nearest but not
exceeding the amount of taxes required to be withheld with respect to such
expiration of restrictions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
NEW JERSEY RESOURCES CORPORATION
By:
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Laurence M. Downes
Employee hereby accepts and agrees to be bound by all the terms and
conditions of this Agreement and the 2002 Plan.
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Employee Name
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Date