Exhibit 10.24
This document constitutes part
of the prospectus covering
securities that have been registered under the Securities Act of
1933.
Walter Industries, Inc.
Long-Term Incentive Award Plan
Restricted Stock Unit Award Agreement
THIS AGREEMENT
, effective as of the Date of Grant
set forth below, represents a grant of restricted stock units
(“RSUs”) by Walter Industries, Inc., a Delaware
corporation (the “Company”), to the Participant named
below, pursuant to the provisions of the Amended 1995 Long-Term
Incentive Stock Plan of Walter Industries, Inc. (the
“Plan”). You have been selected to receive a grant of
RSUs pursuant to the Plan, as specified below.
The Plan provides a complete
description of the terms and conditions governing the grant of
RSUs. If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan’s terms shall
completely supersede and replace the conflicting terms of this
Agreement. All capitalized terms shall have the meanings ascribed
to them in the Plan, unless specifically set forth otherwise
herein.
Participant
: Gregory E. Hyland
Date of Grant
: September 16, 2005
Number of RSUs Granted
: 35,000
Purchase Price
: None
Share Price Targets
:
|
December 31, 2006
|
|
$
|
53.01
|
|
|
December 31, 2007
|
|
$
|
58.31
|
|
|
Deceember 31, 2008
|
|
$
|
64.14
|
|
|
December 31, 2009
|
|
$
|
70.56
|
|
|
December 31, 2010
|
|
$
|
77.61
|
|
|
December 31, 2011
|
|
$
|
85.37
|
|
|
September 16, 2012
|
|
$
|
91.82
|
|
The parties hereto agree as
follows:
1.
Employment With the Company . Except as may otherwise be provided in
Section 6, the RSUs granted hereunder are granted on the
condition that the Participant remains an Employee of the Company
or its Subsidiaries from the Date of Grant through (and including)
the vesting date, as set forth in Section 2 (referred to
herein as the “Period of Restriction”).
This grant of RSUs shall not confer
any right to the Participant (or any other Participant) to be
granted RSUs or other Awards in the future under the
Plan.
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2.
Vesting . RSUs shall vest
one hundred percent (100%) at the end of the seventh anniversary
following the Date of Grant; provided, however, if the
predetermined Share Price Targets (as set forth on page 1) are
achieved and you remain employed by the Company, vesting of the
RSUs shall accelerate as follows:
(a)
Twenty-five percent (25%) of the
total number of RSUs granted shall vest on December 31, 2006
(i.e., you must be employed by the Company on such date and achieve
the Share Price Target to vest) if the closing price of the
Company’s stock is at least equal to fifty-three dollars and
one cent ($53.01) for any period of sixty (60) consecutive calendar
days preceding December 31, 2006.
(b)
Fifty percent (50%) of the total
number of RSUs granted, less the number of any RSUs previously
vested, shall vest on December 31, 2007 (i.e., you must be
employed by the Company on such date and achieve the Share Price
Target to vest) if the closing price of the Company’s stock
is at least equal to fifty-eight dollars and thirty-one cents
($58.31) for any period of sixty (60) consecutive calendar days
preceding December 31, 2007.
(c)
Seventy-five percent (75%) of the
total number of RSUs granted, less the number of any RSUs
previously vested, shall vest on December 31, 2008 (i.e., you
must be employed by the Company on such date and achieve the Share
Price Target to vest) if the closing price of the Company’s
stock is at least equal to sixty-four dollars and fourteen cents
($64.14) for any period of sixty (60) consecutive calendar days
preceding December 31, 2008.
(d)
One hundred percent (100%) of the
total number of RSUs granted, less the number of any RSUs
previously vested, shall vest on December 31, 2009 (i.e., you
must be employed by the Company on such date and achieve the Share
Price Target to vest) if the closing price of the Company’s
stock is at least equal to seventy dollars and fifty-six cents
($70.56) for any period of sixty (60) consecutive calendar days
preceding December 31, 2009.
(e)
One hundred percent (100%) of the
total number of RSUs granted, less the number of any RSUs
previously vested, shall vest at any time up to and including
December 31, 2010 if the closing price of the Company’s
stock is at least equal to seventy-seven dollars and sixty-one
cents ($77.61) for any period of sixty (60) consecutive calendar
days preceding December 31, 2010. Unless otherwise elected in
a properly executed Deferral Election Form, payout will occur as
soon as administratively feasible after fulfilling the Share Price
Target goal.
(f)
One hundred percent (100%) of the
total number of RSUs granted, less the number of any RSUs
previously vested, shall vest at any time up to and including
December 31, 2011 if the closing price of the Company’s
stock is at least equal to eighty-five dollars and thirty-seven
cents ($85.37) for any period of sixty (60) consecutive calendar
days preceding December 31, 2011. Unless otherwise elected in
a properly executed Deferral Election Form, payout will occur as
soon as administratively feasible after fulfilling the Share Price
Target goal.
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