Exhibit 10(e)
PACCAR Inc
RESTRICTED STOCK AND
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE
DIRECTORS
FORM OF RESTRICTED STOCK
GRANT AGREEMENT
This RESTRICTED STOCK GRANT
AGREEMENT (the “AGREEMENT”) is entered into as of the
(date)(the “GRANT DATE”) between PACCAR Inc (the
“COMPANY”) and (director)(the
“GRANTEE”). Any term capitalized but not defined
in this AGREEMENT will have the meaning set forth in the PACCAR Inc
RESTRICTED STOCK AND DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS (the “PLAN”).
The PLAN provides for the grant of
RESTRICTED STOCK to the COMPANY’S NON-EMPLOYEE
DIRECTORS. Accordingly, the COMPANY and the GRANTEE hereby
agree as follows:
1.
Grant . The COMPANY hereby grants to the GRANTEE
a RESTRICTED STOCK GRANT (the “GRANT”) of (#) shares of
COMMON STOCK. The GRANT will be subject to the terms and
conditions of the PLAN and this AGREEMENT. The GRANT
constitutes the right, subject to the terms and conditions of the
PLAN and this AGREEMENT, to distribution of the shares of
RESTRICTED STOCK.
2.
Stock Certificates
. The COMPANY will set up a
book entry RESTRICTED STOCK account for each NON-EMPLOYEE DIRECTOR
with the COMPANY’s transfer agent for the RESTRICTED STOCK as
soon as practicable. The COMPANY will distribute the COMMON
STOCK certificates to the GRANTEE or, if applicable, his or her
beneficiary, when the stock becomes unrestricted in accordance with
Section 4 of this AGREEMENT.
3.
Rights as Stockholder
. On and after the GRANT DATE,
and except to the extent provided in the PLAN and this AGREEMENT,
the GRANTEE will be entitled to all of the rights of a stockholder
with respect to the RESTRICTED STOCK, including the right to vote
the RESTRICTED STOCK and to receive dividends and other
distributions payable with respect to the RESTRICTED
STOCK.
4.
Removal of
Restrictions . The
RESTRICTED STOCK may not be sold or otherwise transferred (except
as provided in Section 9) until the earlier of: (a) the
third anniversary of the GRANT DATE; (b) the TERMINATION of
service as a director by reason of MANDATORY RETIREMENT, disability
or death in accordance with Section 10 of the PLAN; or
(c) a change of control of the COMPANY as provided in
Section 11 of the PLAN.
5.
Forfeiture of RESTRICTED
STOCK . The
RESTRICTED STOCK grant shall be forfeited and the GRANTEE shall
cease to be a shareholder with respect to such forfeited stock if
service as a director is terminated before the third anniversary of
the GRANT DATE for any reason other than those specified in
Section 4 above. In such circumstances the forfeited
shares shall be deemed canceled and no longer outstanding as of the
date of TERMINATION.
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