Exhibit 10.18
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 2006 Ashland Inc. Incentive Plan (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: Karen Willett. 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 2006 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: __________, ____ ___________________________________
Participant
Signature Guaranteed By:
Not Required_______________________
(Name of Bank)
By:________________________________
(Signature of Officer)
___________________________________
(Title of Officer)
TO BE EXECUTED BY A DULY
AUTHORIZED OFFICER OF THE
BANK