EXHIBIT 10.21
CF INDUSTRIES HOLDINGS, INC.
2005 EQUITY AND INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
Name of Grantee:
[Name]
Restricted Stock:
[# Shares]
Grant Date:
[Date]
Vesting Date: All
shares of Restricted Stock will vest on the third anniversary of
the Grant Date, but shall be subject to forfeiture or accelerated
vesting as described herein.
Capitalized terms
used but not otherwise defined herein shall have the meaning
ascribed to such terms as defined in the CF Industries
Holdings, Inc. 2005 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.
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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.&nb
