Exhibit 10.1
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BLACKROCK, INC.
1999 STOCK AWARD AND INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Name of Grantee:
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Restricted Stock Units: Covering [ ] shares of Class A Common Stock, $0.01
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Grant Date: [____________]
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Vesting Dates: First Installment:[ ] RSUs, on [_______]
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Second Installment:[ ] RSUs, on [________]
Third Installment:[ ] RSUs, on [_________]
Except as noted below, the Restricted Stock Units granted pursuant to
this Agreement (the "RSUs") will be converted into Shares on each
Vesting Date or the next following Business Day if the Vesting Date is
not a Business Day. Subject to Section 12, once an RSU vests, it shall
be nonforfeitable.
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This Restricted Stock Unit Agreement (this "Agreement") is executed
and delivered as of the Grant Date set forth above by and between BlackRock,
Inc., a Delaware company, and its successors (the "Company") and the Grantee set
forth above. The Grantee and the Company hereby agree as follows:
1. Definitions. For all purposes in this Agreement, the following terms shall
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have the respective meanings set forth in this Section 1.
(a) "Acceleration Event" shall occur if (i), at the sole discretion of the
Company's Incumbent Management Committee, upon the vote of a majority
of the Incumbent Management Committee to accelerate the Company's 2002
Long-Term Retention and Incentive Plan, which vote shall occur six
months following the Termination of Employment of the Chief Executive
Officer of the Company for Deficient Opportunity or by the Company
other than for Cause, death or Disability, if, within 60 days
following such termination, a successor chief executive officer of the
Company fails to assume office who is either (A) a member of the
Incumbent Management Committee or (B) a person approved by a majority
of the Incumbent Management Committee, (ii) any stock options granted
under the Plan shall vest and become fully vested pursuant to Section
3.3(b)(1) of the Initial Public Offering Agreement made and entered
into as of September 30, 1999, by and among The PNC Financial Services
Group, Inc. ("PNC"), PNC Bancorp, Inc. (as successor to PNC Asset
Management, Inc.), and the Company, as amended (the "IPO Agreement")
or (iii) an acceleration event or similar event occurs under any
successor plan to the Company's 2002 Long-Term Retention and Incentive
Plan. For purposes of clause (ii), if no stock options are outstanding
under the Plan, but if such options had been outstanding and would
have become vested and exercisable pursuant to Section 3.3(b)(1) of
the IPO Agreement, then an Acceleration Event shall be deemed to have
occurred.
(b) "Affiliate" means any corporation, partnership, joint venture,
association, organization or other person or entity that is directly
or indirectly through one or more intermediaries, controlling,
controlled by or under common control with the person or entity
specified.
(c) "Business Day" means any day other than Saturday, Sunday or any other
day on which banks in the State of New York are required by law to be
closed.
(d) "Cause" means (i) "Cause" as defined in any Individual Agreement, or
(ii) if there is no such Individual Agreement or if such Individual
Agreement does not define "Cause": (A) a material breach by the
Grantee of any written policies of the Company or any Affiliate
required by law or established to maintain compliance with applicable
law or any breach of Section 11 of this Agreement; (B) any act of
fraud, misappropriation, dishonesty, embezzlement or similar conduct
by the Grantee against the Company or any Affiliate or any client of
the Company or an Affiliate; (C) conviction (including a plea of nolo
contendere) of the Grantee for the commission of a felony that could,
in the Company's reasonable judgment, impair the Grantee's ability to
perform his or her duties or adversely affect the Company's or any
Affiliate's business or reputation; or (D) entry of any order against
the Grantee by any governmental body having regulatory authority with
respect to the Company's or any Affiliate's business, which order
relates to or arises out of the Grantee's employment or service
relationship with the Company or any Affiliate. Unless otherwise
provided in an Individual Agreement with respect to for Cause
terminations, a determination of Cause under the Plan only may be made
by the Company's Chief Executive Officer.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Compensation Committee of the Board of Directors
of the Company.
(g) "Deficient Opportunity" means (i) "Deficient Opportunity" as defined
in any Individual Agreement for the Chief Executive Officer, or (ii)
if there is no such Individual Agreement or if such Individual
Agreement does not define "Deficient Opportunity," without the written
consent of the Chief Executive Officer: (x) any action by the Company
which results in a material diminution in the Chief Executive
Officer's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities, excluding for
this purpose any action not taken in bad faith and which is remedied
by the Company promptly after receipt of notice given by the Chief
Executive Officer; (y) any failure by the Company to provide to the
Chief Executive Officer any compensation and benefits to which the
Chief Executive Officer is entitled, other than a failure not
occurring in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by the Chief Executive Officer;
or (z) the Company's requiring the Chief Executive Officer to be based
in any city other than the city in which the Chief Executive Officer
is employed at the commencement of the Chief Executive Officer's
tenure as Chief Executive Officer. The Chief Executive Officer's
mental or physical incapacity following the occurrence of an event
described above in any of clauses (x), (y) or (z) shall not affect the
Chief Executive Officer's ability to terminate employment for
Deficient Opportunity. The Chief Executive Officer shall be entitled
to such additional procedural protections as may be provided in any
Individual Agreement.
(h) "Disability" means (i) "Disability as defined in any Individual
Agreement, or (ii) if there is no Individual Agreement or the
Individual Agreement does not define Disability, the Grantee's
physical or mental incapacity constituting disability, as determined
under the Company's Long-Term Disability Plan applicable to the
Grantee, which, in any event, does or is reasonably expected to
continue for at least twelve months.
(i) "Fair Market Value" means, as of a particular date, (i) the closing
sales price per Share on the national securities exchange on which
Shares are principally traded for the last preceding date on which
there was a sale of Shares on such exchange, or (ii) if Shares are
then traded in an over-the-counter market, the average of the closing
bid and asked per Share in such over-the-counter market for the last
preceding date on which there was a sale of Shares in such market, or
(iii) if Shares are not then listed on a national securities exchange
or traded in an over-the-counter market, the fair market value of a
Share shall be determined by a nationally recognized investment
banking firm selected by the Committee for such purpose.
(j) "Incumbent Management Committee" means the Management Committee of the
Company as it existed at such time as (i) the condition or event
giving rise to the Chief Executive Officer's termination of employment
for Deficient Opportunity arose or (ii) the Chief Executive Officer's
termination of employment other than for Cause, death or Disability
occurs.
(k) "Individual Agreement" means an employment, consulting or similar
agreement between the Grantee and the Company or any Subsidiary or
Affiliate of the Company.
(l) "Management Committee" means that committee consisting of (i) the
Chief Executive Officer of the Company, (ii) the president of the
Company and (iii) not less than five managing directors of the Company
designated from time to time by the Chief Executive Officer of the
Company and the president of the Company to serve on such committee.
(m) "Plan" means the 1999 Stock Award and Incentive Plan, as amended.
(n) "Retirement" means the Grantee's voluntary Termination of Employment
other than for Cause after the Grantee has satisfied the Rule of 65
with at least the age of 55 and a total of at least three years of
combined and continuous employment with the Company or any Subsidiary,
provided, that the Grantee shall have provided written notice to the
Company at least one year prior to such Termination of Employment.
(o) "Rule of 65" means the sum of the Grantee's age and years of combined
and continuous years of employment with the Company or any Subsidiary
or Affiliate (including periods of employment with an entity prior to
its becoming a Subsidiary or Affiliate) equals at least sixty-five
(65). For purposes of determining Rule of 65, years of age and service
equal full years and completed months.
(p) "Subsidiary" means any corporation, partnership, joint venture or
other entity during any period in which at least a 50% voting or
profits interest is owned, directly or indirectly, by the Company or
any successor to the Company.
(q) "Termination of Employment" means the termination of the Grantee's
employment with, or performance of services for, the Company or any
Subsidiary or Affiliate. An individual employed by, or performing
services for, any Subsidiary or an Affiliate also shall be deemed to
incur a Termination of Employment if the Subsidiary or Affiliate
ceases to be a Subsidiary or Affiliate, as the case may be, and the
individual does not immediately thereafter become an employee of, or
service-provider for, the Company or another Subsidiary or Affiliate.
Temporary absences from employment because of illness, vacation or
leave of absence and transfers among the Company and any Subsidiary or
Affiliate shall not be considered Terminations of Employment.
In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.
2. Grant; Dividend Equivalents. The Company, pursuant to the Plan, which
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is incorporated herein by reference, and subject to the terms and
conditions thereof, grants to the Grantee as of the Grant Date the
above-mentioned RSUs. In addition, as of each ordinary cash dividend
payment date declared with respect to Shares, the Company shall make a cash
payment to the Grantee equal to the cash payment that the Grantee would
have received if each RSU then held by the Grantee was a Share. Further, as
of each dividend payment date (other than with respect to an ordinary cash
dividend) declared with respect to Shares, the Company shall credit to an
account established for the Grantee the property or cash the Grantee would
have received if each RSU then held by the Grantee was a Share. Payment and
vesting of amounts credited to a Grantee's account shall occur at the same
time as vesting and payment of the RSUs in respect of which such amounts
were credited.
3. Termination of Employment - General Rule. Any RSUs held by the Grantee that
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have not vested shall be forfeited upon the Grantee's Termination of
Employment; provided, however, that if the Grantee's employment is
terminated by the Company or one of its Affiliates or Subsidiaries other
than for Cause, or as a result of the Grantee's death, Disability or
Retirement, then the Grantee's RSUs shall be treated in accordance with
Section 4, 5, 6 or 7 below, as applicable.
4. Termination of Employment - Other than for Cause. Upon the Grantee's
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Termination of Employment by the Company or one of its Affiliates or
Subsidiaries other than for Cause, subject to the Grantee's continued
compliance with Section 11 below and the execution and non-revocation of a
general release in the Company's favor, each unvested installment of RSUs
held by the Grantee shall vest upon the earlier to occur of (i) the date
such installment would have otherwise vested or (ii) the first anniversary
of the Grantee's Termination of Employment.
5. Death. Upon the Grantee's Termination of Employment as a result of death,
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all unvested RSUs shall immediately vest.
6. Disability. In the event of the Grantee's Disability, subject to the
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Grantee's continued compliance with Section 11 below, each unvested
installment of RSUs held by the Grantee shall vest upon the earlier to
occur of (i) the date such installment would have otherwise vested or (ii)
the first anniversary of the Grantee's Termination of Employment.
7. Termination of Employment - Retirement. Upon the Grantee's Termination of
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Employment by reason of Retirement, subject to the Grantee's continued
compliance with Section 11 below and the execution and non-revocation of a
general release in the Company's favor, each unvested installment of RSUs
held by the Grantee shall vest upon the earlier to occur of (i) the date
such installment would have otherwise vested or (ii) the first anniversary
of the Grantee's Termination of Employment.
8. Withholding and Other Taxes. Payment of withholding taxes and other tax
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obligations relating to the Shares and any amounts or property paid with
respect to RSUs shall be made by the Company retaining or not issuing such
number of Shares as have a Fair Market Value at the time the Grantee
becomes subject to income tax equal to the minimum necessary amount of tax
to be withheld, unless the Grantee informs the Company in writing of the
Grantee's intention to satisfy such requirements in cash.
9. Acceleration Events. Notwithstanding any other provision of the Plan or
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this Agreement to the contrary, upon the occurrence of an Acceleration
Event the RSUs shall immediately vest.
10. Vesting and Conversion. Upon each Vesting Date, the RSUs which shall have
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then vested shall be converted to Shares and promptly delivered to the
Grantee in either certificate or book entry form. If a Vesting Date is not
a Business Day, the conversion and delivery shall occur on the first
Business Day following the Vesting Date.
11. Grantee's Covenants and Acknowledgements. In order to induce the Company to
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enter into this Agreement, the Grantee hereby covenants and acknowledges to
the Company as follows:
(a) Non-Disclosure. The Grantee may not, during or subsequent to the
Grantee's employment with the Company or any of its Affiliates, without
the prior written consent of the Company, use, divulge, disclose, or make
accessible to any other person, firm, partnership, corporation or other
entity any Confidential Information (as defined below) pertaining to the
business of the Company or any of its Affiliates except (i) while employed
by the Company or any of its Affiliates, in the business of and for the
benefit of the Company or any of its Affiliates, or (ii) when required to
do so by a court of competent jurisdiction or regulatory body. In the event
that the Grantee becomes compelled by an order of a court to disclose any
Confidential Information, the Grantee is required to provide the Company
with prompt, prior written notice and to disclose only that portion of the
Confidential Information which is legally required.
For purposes of this Agreement, "Confidential Information" shall mean any
non-public information (whether oral, written or contained on computer
systems) relating to the business or the affairs of the Company and its
Affiliates or of any client of the Company or of any of its Affiliates,
whether obtained from the Company or any of its Affiliates, any client of
the Company or any of its Affiliates or known by the Grantee as a
consequence of or through Grantee's relationship with the Company or any of
its Affiliates, whether obtained before or after Grantee executes this
Agreement and whether obtained from an entity which was not a Company
Affiliate at the time such information became available but which is now or
later becomes an Affiliate of the Company. Such information includes but is
not limited to non-public information concerning the financial data,
strategic or financial plans, business plans, proprietary project
information, marketing plans, future transactions (regardless of whether or
not such transactions are executed), customer lists, employee lists,
employees' salary and other compensation, partners' compensation, and other
proprietary and confidential information of the Company, the Company's
Affiliates or any of their clients, that, in any case, is not otherwise
available to the public. Confidential Information includes information
encompassed in drawings, designs, plans, proposals, reports, research,
marketing and sales plans, financial information, costs, quotations,
specification sheets and recording media. Confidential Information also
includes information which relates directly or indirectly to the computer
systems and computer technology of the Company and its Affiliates,
including but not limited to source codes, object codes, reports, flow
charts, screens, algorithms, use manuals, installation and/or operation
manuals, computer software, spreadsheets, data computations, formulas,
techniques, databases, and any other form or compilation of
computer-related information.
It is the policy of the Company not to use or accept any Confidential
Information of third parties, including former employers of the Grantee.
The Grantee shall not disclose such Confidential Information of third
parties to the Company or any of its Affiliates, their employees, agents,
or independent contractors, or to any other third party, and shall not use
such Confidential Information of third parties while employed by the
Company or any of its Affiliates, unless the Grantee has obtained and
presented to the Company the appropriate authorizations for such use or
disclosure from such third parties and has also obtained the Company's
approval of such use or disclosure.
The Company and its Affiliates may, from time to time, enter into
agreements and/or business relationships with third party vendors and/or
suppliers of information as a result of which Grantee may have access to
Confidential Information proprietary to such third parties ("Third Party
Confidential Information"). The use and disclosure by the Grantee of Third
Party Confidential Information shall be governed by the terms and
conditions of this Agreement and shall be in strict compliance with any
existing agreement between the Company or any of its Affiliates and the
third parties to hold such information confidential. Prior to using any
Third Party Confidential Information, Grantee is required to inquire
whether and to what extent the use of such Third Party Confidential
Information is governed by an existing agreement.
The Company and its Affiliates may at times develop appropriate information
barriers to assure that restricted information related to a client of the
Company or an Affiliate of the Company is not improperly communicated or
disclosed to other employees within the Company and its Affiliates. If the
Grantee has reason to believe that he or she is subject to any information
barrier, the Grantee is required to inquire of the human resources or
compliance department as to the applicability and terms of any such
information barrier.
The Grantee agrees that the Company is the exclusive owner of any
business-related ideas, products, materials, discoveries, inventions,
computer programs, research, writing or other work products developed by
the Grantee that are in the scope of, or otherwise related to the business
of the Company or its Affiliates. Whenever requested to do so by the
Company, Grantee shall execute any and all applications, assignments, or
other instruments that the Company deems necessary to apply for and obtain
patents or copyrights in the United States or any foreign country or
otherwise protect the Company's interest therein. Such obligations shall
continue beyond the Grantee's Termination of Employment with the Company
with respect to business-related ideas, products, materials, discoveries,
inventions, computer programs, research, writing or other work products
developed, conceived or made by Grantee during the term of the Grantee's
employment with the Company. Further, the Grantee agrees that such
obligation will be binding on the Grantee's assigns, executors,
administrators and other legal representatives. The Grantee is required to
return to the Company all Confidential Information (including all
reproductions thereof whether on computer diskette or otherwise) furnished
to or otherwise in their possession immediately upon request or their
resignation or Termination of Employment.
(b) Non-Solicitation of Clients, etc. The Grantee shall not, for a period
of one year immediately following the Termination of Employment, whether on
his or her own behalf or on behalf of or in conjunction with any person,
company, business entity or other organization whatsoever, directly or
indirectly, (i) call on, interfere with, solicit or assist in soliciting
the business of any "Client" or "Prospective Client" or (ii) accept
business from, or enter into a relationship with, any such "Client" or
"Prospective Client", with whom the Grantee has had personal contact or
dealings on behalf of the Company or its Affiliates during the one year
period immediately preceding his or her Termination of Employment or with
whom employees reporting to the Grantee has had personal contact or
dealings on behalf of the Company or its Affiliates during the one year
period immediately preceding the Termination of Employment.
For purposes of this Agreement, the term "Client" shall mean any person,
firm, company, or other organization to whom the Company or any of its
Affiliates has supplied services, products or professional advice, and
"Prospective Client" shall mean any person, firm, company or other
organization with whom the Company or any of its Affiliates has had
negotiations or discussions regarding the possible supply of products or
services, or with respect to whom the Company or any of its Affiliates has
expended significant time, effort or money in developing a bid or proposal
for the supply of products or services.
(c) Non-Enticement of Employees; No Hire. The Grantee shall not, during
his or her employment and for a period of one year immediately following
the Grantee's Termination of Employment, either on his or her own account
or in conjunction with or on behalf of any other person, company, business
entity or other organization whatsoever, directly or indirectly (i) induce,
solicit, entice or procure any person who is an employee of the Company or
any of its Affiliates to leave such employment or (ii) accept into
employment, hire or otherwise engage or use the services of, or actively
interfere with the Company's or any Affiliates' relationship with, any
person who is an employee of the Company or any of its Affiliates or who
was an employee of the Company or any of its Affiliates during the period
commencing one year prior to the Termination of Employment.
(d) Non-Disparagement; No Conflicts. The Grantee shall not at any time
during or subsequent to Grantee's employment with the Company or any of its
Affiliates, criticize, speak ill of, disparage or make false statements in
respect of the Company, its Affiliates or any of their employees; provided,
however, that the Grantee shall not be prohibited from making truthful
statements about the Company or any of its Affiliates. The Grantee also
shall not, during the course of employment with the Company or any of its
Affiliates take any action which conflicts with (or appears to conflict
with) the Company's or any of its Affiliates' business interests except if
ordered to do so by a court or government agency.
(e) Enforceability; Injunction. The Company and the Grantee agree that in
the event that any one or more of the terms and conditions set forth in
this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining terms and conditions
will not in any way be affected or impaired thereby. Moreover, if any one
or more of the terms and conditions contained in this Agreement are held to
be excessively broad as to duration, scope, activity or subject, such terms
and conditions will be construed by limiting and reducing them so as to be
enforceable to the maximum extent compatible with applicable law. The
Grantee acknowledges and agrees that the Company's remedies at law for a
breach or threatened breach of any of the provisions of this Section 11
would be inadequate and, in recognition of this fact, the Grantee agrees
that, in the event of such a breach or threatened breach, in addition to
any remedies at law, the Company, without posting any bond, shall be
entitled to obtain equitable relief in the form of specific performance,
temporary restraining order, a temporary or permanent injunction or any
other equitable remedy which may then be available.
12. Forfeiture. In the event of any breach by the Grantee of the Company's
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Confidentiality and Employment Policy, as it may be amended from time to
time (the "Confidentiality Policy"), or the provisions of Section 11 by the
Grantee, the Company shall have the right, if such conduct or activity
occurs within one year following the most recent date upon which Shares are
delivered to the Grantee, to require the Grantee to repay to the Company
the value of the Shares (based on the Fair Market Value of the Shares on
each date upon which the Shares were delivered). Such repayment obligation
shall be effective as of the date specified by the Committee. Any repayment
obligation may be satisfied in common stock of the Company or cash or a
combination thereof (based upon the Fair Market Value of the common stock
of the Company on the day of payment), and the Committee may provide for an
offset to any future payments owed by the Company or any Subsidiary or
Affiliate to the Grantee, if necessary, to satisfy the repayment
obligation. The determination of whether the Grantee has engaged in a
breach of the Confidentiality Policy or Section 11 shall be determined by
the Committee in its sole discretion. Upon the occurrence of an
Acceleration Event, the provisions of this Section 12 shall be inapplicable
to the Grantee.
13. Incorporation by Reference. The obligation of the Company to deliver any
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Shares under this Agreement is specifically subject to all provisions of
the Plan and all applicable laws, rules, regulations and governmental and
stockholder approvals.
14. Notice. Any notice by the Grantee to the Company hereunder shall be in
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writing and shall be deemed duly given only upon receipt thereof by the
Company at its principal offices. Any notice by the Company to the Grantee
shall be in writing and shall be deemed duly given if mailed to the Grantee
at the address last specified to the Company by the Grantee.
15. Amendment. This Agreement may be amended or modified at any time only by an
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instrument in writing signed by each of the parties hereto.
16. Binding; Successors. This Agreement shall apply to and bind the Grantee and
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the Company and their respective permitted assignees and transferees,
heirs, legatees, executors, administrators and legal successors.
17. Headings. The headings of sections herein are included solely for
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convenience of reference and shall not affect the meaning or interpretation
of any of the provisions hereof.
18. Governing Law. The validity and construction of this Agreement shall be
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governed by the laws of the State of Delaware (excluding any conflict of
law, rule or principle of Delaware law that might refer the governance,
construction or interpretation of this Agreement to the laws of another
state).
19. Notices. Any notice required or permitted to be given under the Agreement
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shall be in writing and shall be deemed to have been given when delivered
personally or by courier, or sent by certified or registered mail, postage
prepaid, return receipt requested, duly addressed to the party concerned at
the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:
If to the Company:
BlackRock, Inc.
40 E. 52nd Street
New York, New York 10022
Attn: Robert Connolly, General Counsel
If to the Grantee:
To the last address delivered to the Company by the Grantee in
the manner set forth herein.
20. Entire Agreement. The Agreement and the Plan constitute the entire
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agreement among the parties relating to the subject matter hereof, and any
previous agreement or understanding among the parties with respect thereto
is superseded by this Agreement and the Plan.
21. Counterparts. This Agreement may be executed in two counterparts, each of
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which shall constitute one and the same instrument.
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This Agreement is made under and subject to the provisions of the Plan, and all
of the provisions of the Plan are hereby incorporated herein as provisions of
this Agreement. If there is a conflict between the provisions of this Agreement
and the provisions of the Plan, the provisions of the Plan will govern.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized representative and the Grantee has hereunto set his hand as
of the Grant Date.
BLACKROCK, INC.
By:
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Name: Laurence D. Fink
Title: Chairman and Chief Executive Officer
GRANTEE
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Name (Please Print)
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Signature Date