EXHIBIT 10.2
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LANDAUER, INC.
PERFORMANCE SHARE AWARD AGREEMENT
UNDER INCENTIVE COMPENSATION PLAN
Landauer,
Inc., a Delaware corporation (the "Company"), hereby grants
to NAME (the "Holder") as of DATE (the "Grant Date"), pursuant to
the
provisions of the Landauer, Inc. Incentive Compensation Plan (the
"Plan"),
a performance share award (the "Award") of NUMBER 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
registered
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 unless and until such Shares
are
forfeited pursuant to Section 4 hereof. Dividends or other
distributions
with respect to such Shares (including, without limitation, regular
cash
dividends, a stock dividend or stock split) 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) and shall be paid
(without
interest) to the Holder as soon as practicable after the vesting of
the
Shares.
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. The
Company shall pay all original issue or transfer
taxes and all fees and expenses incident to the delivery of Shares
to the
Holder.
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4.
VESTING.
(a) The Shares
subject to the Award shall vest upon the
achievement of certain performance milestones outlined on the
attached
DOCUMENT or contained herein.
(b)
If the Holder
ceases to be employed by the Company by
reason of Disability or by reason of the Holder's death, each Share
subject
to the Award which has not previously vested shall vest in full as
of the
date that the Holder ceases to be employed by the Company.
(c) If the
Holder ceases to be employed by the Company by
reason of retirement on or after age 65 (or prior to age 65 with
the
consent of the Committee), the Award shall vest with respect to the
number
of Shares subject to the Award which have not previously vested
multiplied
by a fraction whose numerator is the number of days between the
Grant Date
and the date on which the Holder's employment terminates (including
the
date of such termination) and the denominator of which is the
number of
days in the Performance Period.
(d) If the
Holder ceases to be employed by the Company by
reason of involuntary termination without cause, the Award shall
vest with
respect to the number of Shares subject to the Award which have
not
previously vested multiplied by a fraction whose numerator is the
number of
days between the Grant Date and the date on which the Holder's
employment
terminates (including the date of such termination) and the
denominator of
which is the number of days in the Performance Period. Not
