Exhibit 10.54
2006 ITT EDUCATIONAL SERVICES,
INC.
EQUITY COMPENSATION
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
This Agreement
(“Agreement”), effective as of the
day of
, 2 , is by
and between ITT Educational Services, Inc. (“Company”)
and
(“Grantee”).
The Grantee now serves the Company
or a Subsidiary as either an Employee or a Non-Employee Director,
and in recognition of the Grantee’s valued services, the
Company, through the Company, desires to provide an opportunity for
the Grantee to increase his or her stock ownership in the Company
pursuant to the provisions of the 2006 ITT Educational Services,
Inc. Equity Compensation Plan (“Plan”).
In consideration of the terms and
conditions of this Agreement and the Plan, the terms of which are
incorporated as a part of this Agreement, the parties agree as
follows:
1. Grant of Restricted Stock
. The Company hereby awards the Grantee
Shares of Restricted Stock.
2. Representations of the
Grantee . The Grantee hereby (a) accepts the Award of
Restricted Stock described in paragraph 1 of this Agreement,
(b) agrees that the Restricted Stock will be held by him or
her and his or her successors subject to (and will not be disposed
of except in accordance with) all of the restrictions, terms and
conditions contained in this Agreement and the Plan, and
(c) agrees that any certificates issued for the Restricted
Stock may bear the following legend or such other legend as the
Company, from time to time, deems appropriate:
“The transferability of this
certificate and the shares represented hereby are subject to the
terms and conditions (including forfeiture) contained in the 2006
ITT Educational Services, Inc. Equity Compensation Plan
(“Plan”) and an award agreement entered into between
the registered owner and ITT Educational Services, Inc. Copies of
the Plan and award agreement are on file in the office of the
Secretary of ITT Educational Services, Inc.”
3. Vesting/Period of
Restriction . Subject to the terms of the Plan and this
Agreement, including paragraph 8 below, the Period of Restriction
will expire, restrictions on the Restricted Stock will lapse, and
all of the Shares of Restricted Stock subject to this Award will
become fully vested and not subject to forfeiture at the time the
Company selects below:
(a) on
, 2
(time-based
restriction – at least 3 years); or
(b) on the date or dates the
Performance Measures are achieved, as specified in Attachment A to
this Agreement (performance-based restriction – at least one
year).
4. Non-transferability .
Except as otherwise provided in this Agreement or the Plan, the
Grantee may not sell, assign, transfer, pledge or otherwise dispose
of or encumber any of the Shares of Restricted Stock, or any
interest therein, until the Period of Restriction expires, upon
which the restrictions will lapse and his or her rights in the
Shares will vest. Any purported sale, assignment, transfer, pledge
or other disposition or encumbrance in violation of this Agreement
or the Plan will be void and of no effect.
5. Issuance of Certificates .
The Company, in its discretion, may either (i) make a
bookkeeping entry that reflects the Restricted Stock granted
pursuant to this Award, and refrain from issuing stock certificates
to the Grantee until the Period of Restriction expires or the
restrictions otherwise lapse, (ii) issue, at
- 1 -
a time the Company deems appropriate, stock
certificates for the Restricted Stock registered in the
Grantee’s name that the Company or its designee will hold
until the Period of Restriction expires or the restrictions
otherwise lapse, or (iii) issue, at a time the Company deems
appropriate, stock certificates for the Restricted Stock registered
in the Grantee’s name that bear whatever legend the Company
determines appropriate, including, but not limited to, the legend
in paragraph 2 of this Agreement. If the Company issues stock
certificates before the Period of Restriction expires or the
restrictions otherwise lapse, the Grantee will execute and deliver
to the Company or its designee a stock power endorsed in blank
relating to the Restricted Stock, and the Company or its designee
will hold the stock certificates until the Period of Restriction
expires or the restrictions otherwise lapse. To the extent the
Grantee vests in the Restricted Stock, the Company or its designee
will promptly provide the Grantee (or, in the case of his death,
his designated beneficiary, if applicable) a certificate for the
appropriate number of Shares.
6. Voting Rights . To the
extent permitted or required by Applicable Law, as determined by
the Company, the Grantee may exercise full voting rights with
respect to the Shares of Restricted Stock subject to this Award
during the Period of Restriction.
7. Dividends and Other
Distributions . During the Period of Restriction, (i) the
Grantee [will/will not] receive all regular cash Dividends paid
with respect to the Shares of Restricted Stock subject to this
Award while they are so held, and (ii) all other distributions
paid with respect to the Restricted Stock will be credited to the
Grantee subject to the same restrictions on transferability and
forfeitability as the Restricted Stock with respect to which
they
