PERFORMANCE UNIT GRANT
AWARD AGREEMENT
This AGREEMENT
(“Agreement”) is made as of February 10, 2009, by
and between Service Corporation International, a Texas corporation
(the “Company”), and
(the “Employee”)
WHEREAS, the
Compensation Committee (“Compensation Committee”) of
the Board of Directors of the Company has determined that it is to
the advantage and interest of the Company to grant to the Employee
the performance units grant provided for herein in consideration of
services provided by Employee and to provide focus on the
longer-term success of the Company.
NOW, THEREFORE,
the Company and the Employee hereby agree as follows:
1.
Grant of Award . Pursuant to the Company’s Amended
1996 Incentive Plan (“Plan”), Employee is hereby
granted as of January 1, 2009, a Performance Unit Grant Award
(the “Award”), subject to the terms and conditions set
forth below, with respect to
performance units (“Units”). The Units covered by the
Award shall vest in accordance with Section 2 — Vesting.
If the Award becomes payable, Employee will be entitled to receive,
net of applicable withholding or applicable social security taxes,
a cash payment representing the product of (i) the number of
Units vested and (ii) the Performance Settlement Factor as
determined using Schedule B, attached hereto and made a part
of this Agreement. If the Award becomes payable, the Award will be
paid to the Employee as soon as practicable after the end of the
Performance Cycle, but no later than March 15, 2012.
(a)
Vesting for Continuous Employment . If the Employee is
employed by the Company (or any Affiliate thereof) continuously
during the Performance Cycle, the Award will vest 100%.
(b)
Vesting for Death, Disability and Termination by the Company
without Cause . In the event of the termination of
Employee’s employment with the Company (or any Affiliate
thereof) prior to the end of the Performance Cycle due to the
Employee’s death, Disability or termination by the Company
without cause, the Award will vest, in accordance with the
following calculation. The number of Performance Units under the
Award to be vested is determined by the number of active months of
employment by the Employee during the Performance Cycle divided by
36 (which is the number of months in the “Performance
Cycle” as set forth in Schedule A).
Performance
Unit Plan Grant Agreement
Performance Year 2009
(c)
Discretionary Vesting for Retirement . In the event of the
termination of Employee’s employment with the Company (or any
Affiliate thereof) prior to the end of the Performance Cycle due to
the Employee’s retirement on or after attainment of age 60
with 10 years of service or retirement on or after attainment
of age 55 with 20 years of service, the Award will vest, if
the Compensation Committee, in its sole discretion by meeting or
unanimous consent occurring prior to the date of resignation,
causes the Award to vest, in which event the Award will vest in
accordance with the following calculation. The number of
Performance Units under the Award to be vested is determined by the
number of active months of employment by the Employee during the
Performance Cycle divided by 36 (which is the number of months in
the “Performance Cycle” as set forth in
Schedule A).
(d) No
Vesting regarding Termination for Cause or Termination by
Employee . In the event of a termination by the Company for
cause of Employee’s employment with the Company (or any
Affiliate thereof), or if the Employee terminates his/her
employment with the Company (or any Affiliate thereof), any unpaid
Award shall be forfeited in its entirety.
(e)
Vesting for Change of Control . In the event of a Change of
Control of the Company, the Award will be vested and paid at
target.
3.
Transfer Restrictions . This Award is non-transferable
otherwise than by will or by the laws of descent and distribution,
and may not otherwise be assigned, pledged or hypothecated and
shall not be subject to execution, attachment or similar process.
Upon any attempt by the Employee (or the Employee’s successor
in interest after the Employee’s death) to effect any such
disposition, or upon the levy of any such process, the Award may
immediately become null and void, at the discretion of the
Compensation Committee.
4.
Tax . The Employee will pay ordinary income tax and all
associated employment taxes (FICA) when the Award is
paid.
5.
Miscellaneous . This Agreement (a) shall be binding
upon and inure to the benefit of any successor of the Company,
(b) shall be governed by the laws of the State of Texas and
any applicable laws of the United States, and (c) may not be
amended without the written consent of both the Company and the
Employee. No contract or
|
