50 of the Top 250 law firms use our Products every day
Exhibit 10.5
RSU GRANT LETTER
Date
Name
Street Address
City, State Zip Code
Dear Name:
American Woodmark Corporation (the “Company”) has
granted to you an award of restricted stock units (the
“Award”). Your Award is subject to the terms set forth
in this letter and in the American Woodmark Corporation 2004
Amended and Restated Stock Incentive Plan For Employees (the
“Plan”) , a copy of which is attached. Capitalized
terms that are not defined in this letter shall have the meaning
assigned to them under the Plan.
The terms of your Award are as follows:
|
I.
|
In consideration of your agreements contained in
this letter, the Company hereby grants you ______ restricted stock
units (RSUs). Each RSU represents the right to receive one share of
the voting common stock of the Company.
|
|
II.
|
Your Award carries the following
provisions:
|
|
A.
|
The Award will mature on __________________ (the
“Maturity Date”). In order to receive the full Award,
you must be an employee of the Company on the Maturity Date and
must have maintained continuous employment from ____________
(“the Award Date) through the Maturity Date. In the event
employment is terminated at any time for any reason other than
retirement, death or disability under the conditions defined herein
between the Award Date and the Maturity Date, the full amount of
the Award will be forfeited.
|
|
B.
|
In the event you become separated from the
Company because of retirement, death or disability, you will
receive a pro-rated portion of the Award. The number of shares
received will be determined by dividing the number of days between
the Award Date and your separation date by the number of days
between the Award date and the Maturity Date and multiplying by the
number of RSUs of the Award.
|
For purposes of applying this
section B., retirement and disability are defined as follows:
|
·
|
Retirement: You separate from the
Company’s employ, having attained both a) at least ten years
of service in the Company’s employ, and b) the age of
55.
|
|
·
|
Disability: You become unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for
a continuous period of not less than 12 months, as determined by
the Compensation Committee of the Company’s Board of
Directors in its reasonable discretion.
|
|
C.
|
In the event of a Change of Control any time
before the Maturity Date, you will receive the full amount of the
Award if you are an employee on the date of Change of Control and
have maintained continuous employment from the Award Date through
the date of Change of Control. “Change of Control” is
defined for the purposes of this Section as:
|
(i) The acquisition
by any unrelated person of beneficial ownership (as that term is
used for purposes of the Securities Exchange Act of 1934) of 50% or
more of the then outstanding shares of common stock
|
