Exhibit 10.35
L ONGS D RUG S TORES C ORPORATION
1995 LONG-TERM INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
FOR NON-EMPLOYEE
DIRECTORS
Longs Drug Stores Corporation (the
“Company”) desiring to provide you,
«FIRSTNAME» «LASTNAME», with a
proprietary interest in the success of the Company and its
subsidiaries, and an incentive to continue to perform services as a
member of the Board of Directors of the Company, hereby grants, as
of October 12, 2004, and you hereby accept, subject to all of the
terms and conditions of this Agreement, 1,750 restricted shares of
the Common Stock of the Company (the “Award”). This
Award is subject to the Longs Drug Stores Corporation 1995
Long-Term Incentive Plan, as it may be amended from time to time,
which is incorporated herein by this reference, and the following
terms and conditions:
A. Retention, Legending, and
Delivery of Share Certificates
1. The shares subject to this Award
shall (a) be retained by the Company, or a party selected by the
Company, unless and until they vest in accordance with the schedule
provided below, and (b) bear a legend indicating that they may not
be sold by you until the one year anniversary of termination of
your Service on the Board of Directors of the Company (the
“One Year Anniversary Date”). These shares will vest in
annual installments over a four (4) year period from the date of
this Award (the “Vesting Period”) provided you continue
to render Service during the Vesting Period. For this Award, the
time-based restrictions will lapse in installments, and the shares
will vest as follows:
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Completed Years of Vesting
From Date of Award
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Percentage of Total
Shares which Vest
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Less than 1
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0%
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1, but less than 2
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25%
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2, but less than 3
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50%
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3, but less than 4
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75%
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4 or more
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100%
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For purposes of this Paragraph A.1,
a “Completed Year of Vesting” shall mean 365 days of
active Service. Notwithstanding the above vesting schedule, your
unvested restricted stock shall fully vest upon a Change in
Corporate Control or upon your Normal Retirement.
2. You shall not be entitled to the
delivery of any certificate representing shares subject to this
Award unless and until the shares vest and until you make
satisfactory arrangements to pay all applicable federal, state, and
other taxes that may be owing as contemplated in Sections 3 and 4
below. The release of any vested restricted stock to you shall be
effected within ninety (90) days following the applicable date(s)
of vesting of shares pursuant to this Agreement. The removal of the
legend affixed to any vested restricted stock distributed to you
shall be effected as soon as practicable after the One Year
Anniversary Date.
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3. Generally, you will realize
taxable income each time restricted shares vest. You must make
arrangements to satisfy such tax obligations by remitting a check
in an amount to satisfy at least the legally required minimum
withholding or by instructing the Company to sell a sufficient
number of the vested shares to satisfy the required minimum
withholding amount. The shares will not be distributed to you until
satisfactory arrangements are made to pay all applicable federal,
state, and other taxes that may be owing.
4. You have the right to make an
election to be taxed on the Award in the year the Award is made
(under Section 83(b) of the Code). If you choose to make this
election, you must provide the Company with a copy of the election
filed with the Internal Revenue Service within thirty (30) days
from the date of grant of this Award. Once vested, the shares will
be distributed to you promptly following the making of
satisfactor
