EXHIBIT (10)(p)
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LANDAUER, INC.
RESTRICTED STOCK AWARD AGREEMENT
FOR KEY EMPLOYEES
UNDER THE 2005 LONG-TERM INCENTIVE PLAN
Landauer,
Inc., a Delaware corporation (the "Company"), hereby grants
to ________________ (the "Holder") as of
____________ (the
"Grant Date"),
pursuant to the provisions of the Landauer,
Inc. 2005 Long-Term Incentive
Plan (the "Plan"), a restricted stock award
(the "Award") of _____ shares
of the Company's Common Stock, $.10 par
value ("Shares"), upon and subject
to the restrictions, terms and conditions
set forth below.
Capitalized
terms not defined herein shall have the
meanings specified in the Plan.
1. AWARD SUBJECT TO
ACCEPTANCE OF AGREEMENT. The Award shall be
null and void unless the Holder shall (a)
accept this Agreement by
executing it in the space provided below
and returning it to the Company
and (b) if requested by the Company,
execute and return one or more
irrevocable stock powers to facilitate the
transfer to the Company (or its
assignee or nominee) of the Shares subject
to the Award if Shares are
forfeited pursuant to Section 4 hereof or
if required under applicable laws
or regulations. As soon as practicable after the
Holder has executed this
Agreement and, if requested by the Company,
such stock power or powers, and
returned the same to the Company, the
Company shall cause to be issued in
the Holder's name the total number of
Shares subject to the Award.
2.
RIGHTS AS
A STOCKHOLDER. The
Holder shall have the right to
vote the Shares subject to the Award and to
receive dividends and other
distributions thereon unless and until such
Shares are forfeited pursuant
to Section 4(c) hereof; provided, however,
that a dividend or other
distribution with respect to such Shares
(including, without limitation, a
stock dividend or stock split), other than
a regular cash dividend, shall
be subject to the same restrictions as the
Shares with respect to which
such dividend or other distribution was
made (and if the Holder shall have
received such dividend or other
distribution, the Holder shall deliver the
same to the Company and shall, if requested
by the Company, execute and
return one or more irrevocable stock powers
related thereto).
3.
CUSTODY
AND DELIVERY OF CERTIFICATES REPRESENTING SHARES. The
Shares subject to the Award shall be held
by the Company or by a custodian
in book entry form, with restrictions on
the Shares duly noted, until such
Award shall have vested pursuant to Section
4 hereof, and as soon
thereafter as practicable, the vested
Shares shall be delivered to the
Holder as the Holder shall direct.
Alternatively, in the
sole discretion
of the Company, the Company shall hold a
certificate or certificates
representing the Shares subject to the
Award until such Award shall have
vested, in whole or in part, pursuant to
Section 4 hereof, and the Company
shall as soon thereafter as practicable,
deliver the certificate or
certificates for the vested Shares to the
Holder and destroy the stock
power or powers relating to the vested
Shares delivered by the Holder
pursuant to Section 1 hereof. If such stock power or powers also
relate to
unvested Shares, the Company may require,
as a condition precedent to
delivery of any certificate pursuant to
this Section 3, the execution and
delivery to the Company of one or more
stock powers relating to such
unvested Shares.
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4. VESTING.
(a)
Subject to
earlier vesting pursuant to Section 4(b) hereof or
in accordance with Section 6.8 of the Plan,
the Award shall vest with
respect to _____ Shares on each of the
first and second anniversaries of
the Grant Date and with respect to _____
Shares on the third anniversary of
the Grant Date.
(b)
If the Holder
ceases to be employed by the Company by reason of
Disability, by reason of retirement on or
after age 65 (or prior to age 65
with the consent of the Committee), or by
reason of the Holder's death,
each Share subject to the Award shall vest
in full as of the date that the
Holder ceases to be employed by the Company
or the date of death, as the
case may be.
(c)
If the Holder
ceases to be employed by the Company for any
reason other than Disability, retirement on
or after age 65 (or prior to
age 65 with the consent of the Committee),
or death, termination by the
Company without "Cause", or by the Holder for "Good Reason"
(as such terms
are defined in the Holder's Employment
Agreement with the Company) or
termination following a "Change in Control"
(as defined in the Landauer,
Inc. Executive Special Severance Plan) each
Share subject to the A
