Exhibit 10.7
CF INDUSTRIES HOLDINGS, INC.
2009 EQUITY AND INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
Name of Grantee: [Name]
Restricted Stock: [# of Shares]
Grant Date: [Date]
Vesting Date: [Vesting Terms]
Capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms as defined in
the CF Industries Holdings, Inc. 2009 Equity and Incentive
Plan (the “Plan”). Please review this Award
Agreement and promptly return a signed copy to Wendy Jablow Spertus
in order to render the grant effective.
1.
You have been granted the shares of Restricted Stock shown above
pursuant to the Plan and subject to the terms and conditions of the
Plan and this Award Agreement.
2
From the Grant Date until the Vesting Date, you may not sell,
assign, transfer, donate, pledge or otherwise dispose of the
Restricted Stock (except by will or the laws of descent and
distribution) unless the shares of Restricted Stock shall have
vested prior to the Vesting Date as described herein.
3.
Each certificate representing Restricted Stock shall bear the
following legend:
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AS
SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER,
A COPY OF WHICH IS ON FILE WITH THE COMPANY.
You shall be entitled to have such
legend removed from such certificate when the restrictions referred
to in Section 2 with respect to the Restricted Stock have
lapsed. Prior to the vesting of the Restricted Stock, the
Company may retain physical possession of the share certificates
for the shares of Restricted Stock.
4.
Transfer restrictions on, and the risk of forfeiture with respect
to, the Restricted Stock shall lapse on the Vesting Date, subject
to earlier lapse upon a Change in Control as provided for in
Section 7(b) of the Plan or as otherwise provided
herein.
5.
If your employment with the Company and its Subsidiaries shall
terminate for any reason other than due to your death or Disability
(as defined below) prior to the date the restrictions on your
Restricted Stock shall have lapsed, the Restricted Stock shall be
forfeited. In the event of termination of your employment due
to your death or Disability, the restrictions and forfeiture
conditions applicable to the Restricted Stock shall lapse as
of
