EXHIBIT 10.17
FORM OF RESTRICTED STOCK AGREEMENT
NAME OF COMPANY: ASHLAND INC.
NAME OF PARTICIPANT:
NUMBER OF SHARES OF ASHLAND INC.
COMMON STOCK
PAR VALUE PER SHARE: $0.01
VESTING SCHEDULE: 60% OR XXX ON XXX
40% OR XXX ON XXX
DATE OF AWARD:
WHEREAS, Ashland Inc. (hereinafter called "Ashland") desires to
award to the above-named Participant (hereinafter called the
"Participant"), ________ shares of Ashland Common Stock, par value $0.01
per share, subject to certain restrictions (hereinafter called "Restricted
Stock"), pursuant to the __________________ (hereinafter called the
"Plan"), in order to provide the Participant with an additional incentive
to continue his/her services to Ashland and to continue to work for the
best interests of Ashland;
NOW, THEREFORE, Ashland hereby confirms this award to the
Participant, as a matter of separate agreement and not in lieu of salary or
any other compensation for services, of the number of shares of Restricted
Stock set forth above, subject to and upon all the terms, provisions and
conditions contained herein and in the Plan, which is incorporated by
reference. Full details of the Plan are in the legal text of the Plan. If
there are any differences between the general description of the
restrictions offered herein and the legal text of the Plan, the Plan
governs.
Your award will be evidenced by the issuance of Restricted Stock
Certificates. Each certificate issued in respect of shares of Restricted
Stock shall be registered in the name of the Participant, but held in the
custody of Ashland along with a copy of an executed Stock Power (the form
of which is attached hereto as Exhibit A), and shall bear the following
legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeitures) contained in the Ashland Inc. Incentive
Plan from which the shares were issued and the Agreement entered
into between the registered owner and Ashland Inc."
The Restricted Stock will vest according to the Vesting Schedule
and may not be sold, assigned, transferred, pledged, or otherwise
encumbered (except to the extent such shares shall have vested) until such
date. Unless otherwise determined and directed by the Personnel and
Compensation Committee (the "Committee"), in the case of the Participant's
termination for any reason prior to the lapse of all restrictions on the
Restricted Stock, all such Restricted Stock which has not vested will be
forfeited. Except for such restrictions described above, the Participant
will have all rights of a shareholder with respect to the shares of
Restricted Stock including, but not limited to, the right to vote and to
receive dividends if and when paid.
As the Restricted Stock vests, you will owe applicable federal
income and employment taxes and state and local income and employment taxes
at the Vesting Date of the shares of Restricted Stock. The amount of taxes
due in each instance is based on the fair market value of the shares on the
Vesting Date.
Nothing contained in this Agreement or in the Plan shall confer
upon the Participant any right to remain in the service of Ashland.
Subject to the terms and conditions specified herein and of the
Plan, the Restricted Stock shall be confirmed by execution of this
Agreement and delivery thereof no later than _______________ to Ashland,
which is located at 3499 Blazer Parkway, Lexington, KY 40509 Attention:
Shane Davis. THE RIGHT TO THE RESTRICTED STOCK UNDER THE PLAN SHALL EXPIRE
IF NOT ACCEPTED BY ______________ AS SET FORTH ABOVE.
IN WITNESS WHEREOF, ASHLAND has caused this instrument to be
executed and delivered effective as of the day and year first above
written. This Restricted Stock Agreement shall not be valid unless signed
by a Vice President, Human Resources of Ashland.
ASHLAND INC.
By:
Vice President, Human Resources
I hereby elect to receive my award of Restricted Stock subject to the
terms and conditions of the Amended and Restated Ashland Inc. Incentive
Plan. My election to accept the award of Restricted Stock is effective
_________________, which is the date that the grant was approved by the
Ashland Inc. Board of Directors.
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{Insert Name} Date
STOCK POWER Exhibit A
FOR VALUE RECEIVED, __________________________________________ hereby
sells, assigns and transfers unto ______________________________________
(________) Shares of the _____________________________ Capital Stock of
___________________________ standing in _________________________ name on
the books of said ____________________________________ represented by
Certificate No. __________ herewith and do hereby irrevocably constitute
and appoint ________________________________ attorney to transfer the said
stock on the books of the within named Company with full power of
substitution in the premises.
Dated: __________, ____
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Participant
Signature Guaranteed By:
Not Required
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(Name of Bank)
By:
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(Signature of Officer)
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(Title of Officer)
TO BE EXECUTED BY A DULY AUTHORIZED
OFFICER OF THE BANK