EXHIBIT 10.15
WALGREEN CO.
LONG-TERM PERFORMANCE INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This document
(referred to below as the “Agreement” or the
“Award Agreement”) spells out the terms and conditions
of the Restricted Stock Award provided by Walgreen Co. , an
Illinois corporation (the “Company”), to the individual
employee designated above (the “Employee”) pursuant to
the Walgreen Co. Long-Term Performance Incentive Plan and related
plan documents (the “Plan”) on and as of the Award Date
designated above. Except as otherwise defined herein,
capitalized terms used in this Agreement have the respective
meanings set forth in the Plan.
The parties
hereto agree as follows:
1.
Grant of Restricted
Stock . Pursuant to the approval and
direction of the Compensation Committee of the Company’s
Board of Directors (the “Committee”) under Sections
3.2, 5 and 6 of the Plan, the Company hereby grants to the
Employee, the number of shares of Company common stock (the
“Common Stock”) specified above (the “Restricted
Stock”), subject to the terms and conditions of the Plan and
this Agreement.
2.
Restrictions
. The Restricted Stock
may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, whether voluntarily or involuntarily or
by operation of law, until the termination of the applicable Period
of Restriction (as defined in Section 4 below) or as otherwise
provided in the Plan or this Agreement. Except as set
forth in Section 9 below, the Employee will be treated as the owner
of the shares of Restricted Stock and shall have all of the rights
of a shareholder, including, but not limited to, the right to vote
such shares.
3.
Restricted Stock
Certificates . The stock certificate(s)
representing the Restricted Stock shall be issued or held in book
entry form promptly following the Award Date. If a stock
certificate is issued, it shall be delivered to the Secretary of
the Company or such other custodian as may be designated by the
Company, to be held until the end of the Period of Restriction or
until the Restricted Stock is forfeited. The
certificates representing shares of Restricted Stock granted
pursuant to this Agreement shall bear a legend in substantially the
form set forth below:
The
transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including, without limitation, forfeiture events) contained in the
Walgreen Co. Long-Term Performance Incentive Plan and an underlying
Award Agreement applicable to the registered owner
hereof. Copies of such Plan and Award Agreement are on
file in the office of the Secretary of Walgreen Co., 200 Wilmot
Road, Deerfield, IL 60015. Walgreen Co. will
furnish to the recordholder of the certificate, without charge and
upon written request at its principal place of business, a copy of
such Plan and Award Agreement. Walgreen Co. reserves the
right to refuse to record the transfer of this certificate until
all such restrictions are satisfied, all such terms are complied
with and all such conditions are satisfied.
4.
Period of Restriction
. Subject to the
provisions of the Plan and this Agreement, unless vested or
forfeited earlier as described in Section 5, 6, or 7 of this
Agreement, as applicable, the Restricted Stock awarded hereunder
shall become vested and freely transferable as of the vesting date
or dates indicated in the introduction to this
Agreement. The period prior to the vesting date with
respect to a share of Restricted Stock is referred to as the
“Period of Restriction.”
5.
Vesting upon Termination due to
Retirement, Disability or Death . If, while the Restricted Stock is
subject to a Period of Restriction, the Employee terminates
employment with the Company (or a Subsidiary of the Company if the
Employee is then in the employ of such Subsidiary) by reason of
Retirement (as defined in the Plan), Disability (as defined in the
Plan) or death, then the portion of the Restricted Stock subject to
a Period of Restriction shall become fully vested as of the date of
employment termination without regard to the Period of Restriction
set forth in Section 4 of this Agreement. The term
“Subsidiary” is defined in the Plan and means a
corporation with respect to which the Company directly or
indirectly owns 50% or more of the voting power.
6.
Forfeiture upon Termination due
to Reason other than Retirement, Disability or Death
. If, while the
Restricted Stock is subject to a Period of Restriction, the
Employee’s employment with the Company (or a Subsidiary of
the Company if the Employee is then in the employ of such
Subsidiary) terminates for a reason other than the Employee’s
Retirement, Disability or death, then the Employee shall forfeit
any portion of the Restricted Stock that is subject to a Period of
Restriction on the date of such employment termination.
7.
Vesting upon Change of
Control . In
the event of a “Change of Control” of the Company as
defined in Section 11.2 of the Plan, pursuant to Section 11.1 of
the Plan the Restricted Stock shall cease to be subject to the
Period of Restriction set forth in Section 4 of this
Agreement.
8.
Settlement Following Change of
Control . Notwithstanding any provision of
this Agreement to the contrary, in connection with or after the
occurrence of a Change of Control as defined in Section 11.2 of the
Plan, the Company may, in its sole discretion, fulfill its
obligation with respect to all or any portion of the Restricted
Stock that ceases to be subject to a Period of Restriction in
conjunction with the Change of Control by:
(a)
delivery of (i) the number of shares
of Common Stock that have ceased to be subject to a Period of
Restriction or (ii) such other ownership interest as such shares of
Common Stock may be converted into by virtue of the Change of
Control transaction;
(b)
payment of cash in an amount equal
to the fair market value of the Common Stock at that time;
or
(c)
delivery of any combination of
shares of Common Stock (or other converted ownership interest) and
cash having an aggregate fair market value equal to the fair market
value of the Common Stock at that time.
9.
Dividends . If any dividends are paid in shares
of Common Stock, the dividend shares shall be subject to the same
restrictions as the shares of Restricted Stock with respect to
which they were paid. Cash dividends shall also be
subject to the same restrictions as the corresponding shares of
Restricted Stock, such that the dividends will become vested and be
paid if and when the corresponding shares of Restricted Stock cease
to be subject to a Period of Restriction in accordance with Section
4, 5, or 7 of this Agreement; provided, however that cash dividends
will not be subject to this restriction for any portion of the
shares of Restricted Stock with respect to which the Employee has
filed an election under Section 83(b) of the Internal Revenue Code
to be taxed on the shares as of the Award Date.
10.
Adjustment in
Capitalization . In the event of any change in the
Common Stock of the Company, the provisions of Section 10.2 of the
Plan shall govern such that the number of shares of Restricted
Stock subject to this Agreement shall be equitably adjusted by the
Committee.
11.
Delivery of Stock
Certificates . Subject to the requirements of
Sections 12 and 13 below, as promptly as practicable after shares
of Restricted Stock cease to be subject to a Period of Restriction
in accordance with Section 4, 5, or 7 of this Agreement, the
Company shall cause to be issued and delivered to the Employee, the
Employee’s legal representative, or a brokerage account for
the benefit of the Employee, as the case may be, certificates for
the vested shares of Common Stock.
12.
Tax Withholding
. Whenever a Period of
Restriction applicable to the Employee’s rights to some or
all of the Restricted Stock lapses as provided in Section 4, 5, or
7 of this Agreement, the Company or its agent shall notify the
Employee of the related amount of tax that must be withheld under
applicable tax laws. Regardless of any action the Company, any
Subsidiary of the Company, or the Employee’s employer takes
with respect to any or all income tax, social security, payroll
tax, payment on account or other tax-related withholding
(“Tax”) that the Employee is required to bear pursuant
to all applicable laws, the Employee hereby acknowledges and agrees
that the ultimate liability for all Tax is and remains the
responsibility of the Employee.
Prior to
receipt of any shares that correspond to Restricted Stock that
vests in accordance with this Agreement, the Employee shall pay or
make adequate arrangements satisfactory to the Company and/or any
Subsidiary of the Company to satisfy all withholding and payment on
account obligations of the Company and/or any Subsidiary of the
Company. In this regard, the Employee authorizes the
Company and/or any Subsidiary of the Company to withhold all
applicable Tax legally payable by the Employee from the
Employee’s wages or other cash compensation paid to the
Employee by the Company and/or any Subsidiary of the Company or
from the proceeds of the sale of shares. Alternatively,
or in addition, the Company may sell or arrange for the sale of
Common Stock that the Employee is due to acquire to satisfy the
withholding obligation for Tax and/or withhold any Common Stock,
provided that the Company sells or withholds only the amount of
Common Stock necessary to satisfy the minimum withholding
amount. Finally, the Employee agrees to pay the Company
or any Subsidiary of the Company any amount of any Tax that the
Company or any Subsidiary of the Company may be required to
withhold as a result of the Employee’s participation in the
Plan that cannot be satisfied by the means previously
described. The Company may refuse to deliver Common
Stock if the Employee fails to comply with its obligations in
connection with the tax as described in this section.
The Company
advises the Employee to consult his or her legal and/or tax
advisors with respect to the tax consequences for the Employee
under the Plan.
13.
Securities Laws
. This award is a private
offer that may be accepted only by an individual who is an employee
of the Company or a Subsidiary of the Company and who satisfies the
eligibility requirements outlined in the Plan and the
Committee’s administrative procedures. If a
Registration Statement under the Securities Act of 1933, as
amended, is not in effect with respect to the shares of Common
Stock to be issued pursuant to this Agreement, the Employee hereby
represents that he or she is acquiring the shares of Common Stock
for investment and with no present intention of selling or
transferring them and that he or she will not sell or otherwise
transfer the shares except in compliance with all applicable
securities laws and requirements of any stock exchange on which the
shares of Common Stock may then be listed.
14.
No Employment or Compensation
Rights . Participation in the Plan is
subject to all of the terms and conditions of the Plan and this
Agreement. This Agreement shall not confer upon the
Employee any right to continuation of employment by the Company or
its Subsidiaries, nor shall this Agreement interfere in any way
with the Company’s or its Subsidiaries’ right to
terminate Employee’s employment at any
time. Neither the Plan nor this Agreement forms any part
of any contract of employment between the Company or any Subsidiary
and the Employee, and neither the Plan nor this Agreement confers
on the Employee any legal or equitable rights (other than those
related to the Restricted Stock award) against the Comp
