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Exhibit 10.4
HILLENBRAND INDUSTRIES, INC.
STOCK AWARD
(EFFECTIVE OCTOBER 5, 1999)
1. Purpose. The purpose of the Hillenbrand Industries, Inc. Stock Award
(hereinafter called the "Award") is to promote profitability and growth of
Hillenbrand Industries, Inc. (the "Company") by offering an incentive payable in
Company common stock to ("Executive") who contributes to such profitability and
growth.
2. Amount of Award. If the Executive's employment with the Company or
its subsidiaries continues uninterrupted from October 5, 1999 through October 5,
2002 and subject to applicable withholding effected by the Company under
Paragraph 5, the Company shall deliver to the Executive _____________ (_____)
shares of the common stock, no par value of the Company ("Company Common
Stock"); provided, however, that the Executive or, if deceased, his or her
beneficiary shall also be eligible for the Award of the Company Common Stock if
the Executive's employment is terminated before October 5, 2002 by reason of
death or disability (as determined by the Committee). The shares of Company
Common Stock delivered to the Executive shall be from shares held by the Company
as treasury stock or from shares of the Company Common Stock acquired by the
Company in the open market. Subject to the Executive's election to defer receipt
of the shares of Company Common Stock pursuant to Paragraph 4, the shares shall
be delivered to the Executive or, if deceased, to the Executive's beneficiary no
later than October 5, 2002.
3. Administration of the Award. The Award shall be administered by the
Subcommittee of the Performance Compensation Committee (the "Committee") of the
Company's Board of Directors. The Committee shall have complete and full
discretion in the administration and interpretation of the terms of the Award.
4. Right to Defer Payment of Award.
(a) Election to Defer Award. The Executive may elect to defer
payment of the Award otherwise due in October, 2002 by completing a
written election and delivering such election to the Committee before
January 1, 2002. The election must state the duration of the deferral
period and shall be irrevocable.
(b) Nature of Deferral. While the Company shall not be required to
set aside shares of Company Common Stock equal to the shares subject to
the Award, the Committee shall cause an account to be established in
the name of the Executive which shall be assumed to be invested in the
Company Common Stock. Any dividends, stock dividends, stock splits and
other rights inuring to the Company Common Stock during the deferral
period, which would be normally payable on Company Common Stock, shall
be assumed to be reinvested in the Company Common Stock at the market
value on the date of the assumed payment. At the end of the deferral
period elected by the Executive or, if earlier, within sixty (60)
calendar days of the date on which the Executive's employment is
terminated, the Company, consistent with Paragraph 2 and subject to
Paragraph 5, shall pay the Executive in shares of Company Common Stock
in the value of his or her account.
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(c) Financial Hardship. A withdrawal from the Executive's deferred
account shall be permitted prior to the termination of the deferral
period in the event that the Executive experience serious financial
hardship which is beyond the Executive's control and which would cause
the Executive a severe hardship if such withdrawal were not permitted.
Serious financial hardship may be incurring a disability or unexpected
and unreimbursed major expenses resulting from illness or accident or
impending bankruptcy. The Executive must apply to the Committee for a
serious financial hardship withdrawal and demonstrate that the
circumstances being experienced were not under the Executive's control
and constitute a real emergency which is likely to cause great
financial hardship. The Committee shall have the authority to require
such medical or other evidence as it may need to determine the
necessity for the Executive's withdrawal request. If such application
for withdrawal is permitted, the amount of such withdrawal shall be
limited to an amount of the Executive's account which would have been
payable if the Executive's employment with the Company was terminated.
If the Executive makes a withdrawal, the amount of the Executive's
deferred account under this Award shall be proportionately reduced to
reflect the withdrawal. Also, the withholding requirements described in
Paragraph 5 shall also be effected before the withdrawal.
5. Withholding. Any payment of Company Common Stock under this Award
shall be subject to applicable federal and state withholding requirements.
Hence, unless the Executive delivers a check to the Company equal to the
required withholding, the number of shares distributed shall be reduced to meet
the Executive's applicable withholding requirements.
6. Designation of Beneficiary. The Executive shall be permitted to
provide to the Committee a beneficiary designation for receipt of his or her
Award after death. If the Executive fails to designate a beneficiary, or if the
designated beneficiary predeceases the Executive, the Award shall be paid to the
deceased Executive's spouse, if living, or if such spouse is not living, to the
deceased Executive's estate.
7. Adjustments. If there is a change in the outstanding shares of the
Company Common Stock by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination or exchange of
shares or other similar corporate change occurring after October 5, 1999, the
Committee shall adjust the number of shares of Company Common Stock subject to
the Award to reflect the change, and such adjustment shall be conclusive and
binding upon the Executive and the Company. If cash dividends or distributions
are paid to persons who are shareholders of record on or after October 5, 1999,
such dividends shall be deemed to be paid with regard to the Award shares and
reinvested in Company Common Stock at the market value on the date of the deemed
payment. The Committee shall adjust the number of shares subject to the Award to
reflect such cash dividends or distributions, and such adjustment shall be
conclusive and binding on the Executive and the Company.
8. Non-Transferability. No amounts payable under the Award shall be
transferable by the Executive other than by his designation of a beneficiary
pursuant to Paragraph 6. The amounts payable under the Award shall be exempt
from the claims of creditors of the Executive and from all orders, decrees,
levies and executions and any other legal process to the fullest extent that may
be permitted by law.
9. Amendments to Award. The Award may only be modified upon the mutual
agreement of the Company and the Executive.
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10. Source of Benefit Payments. The payment of the Award to the
Executive shall be paid solely from the general assets of the Company. Until the
actual delivery of the shares of Company Common Stock, the Executive shall not
have any interest in any specific assets of the Company, including shares of
Company Common Stock, under the terms of the Award. The Award shall not be
considered to create an escrow account, trust fund or other funding arrangement
of any kind, or a fiduciary relationship between the Executive and the Company.
Until such time of payment, no shares of the Company Common Stock shall be set
aside by the Company for the Award.
11. Successors and Assigns. This Award shall be binding upon the
successors and assigns of the Company.
Effective Date: October 5, 1999
HILLENBRAND INDUSTRIES, INC.
By: /S/ W August Hillenbrand
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W August Hillenbrand, President and
Chief Executive Officer
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