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Exhibit
10.1
FORM OF
FORTUNE BRANDS, INC. 2007
LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT
AGREEMENT
This RESTRICTED STOCK UNIT
AGREEMENT (the “Agreement”) is entered into effective
as of
, 2008 (the “Award Date”), by and between Fortune
Brands, Inc., a Delaware corporation (the “Company”),
and [Executive] (the “Executive”). All terms
capitalized but not defined herein shall have the meaning set forth
in the Fortune Brands, Inc. 2007 Long-Term Incentive Plan (the
“Plan”).
1. Purpose .
The purpose of this Agreement is to provide additional compensation
for past and future service to the Company and its Subsidiaries in
the form of a stock equivalent ownership interest to the Executive
under the Plan. This Agreement is intended to provide compensation
in addition to any outstanding grants under the Plan.
2. Award .
Subject to the terms of this Agreement, the Company hereby awards
the Executive the number of Restricted Stock Units set forth in
Appendix A (the “Award”), effective as of the Award
Date.
3. Restricted Stock
Units . Each Restricted Stock Unit is a notional amount
that represents one unvested share of the Company’s Common
Stock. Each Restricted Stock Unit constitutes the right, subject to
the terms and conditions of the Plan and this Agreement, to
distribution of a share of Common Stock if and when the Restricted
Stock Unit vests. The Restricted Stock Units shall be credited to a
Restricted Stock Unit Account (the “Account”)
established and maintained for the Executive. The Account shall be
the record of the Award under this Agreement, is solely for
accounting purposes and shall not require a segregation of any
Company assets.
4. Vesting of
Restricted Stock Units .
(a) The Award will become
fully vested and payable on January 31, 2011 (or the first day
thereafter on which the New York Stock Exchange is open for
business), if (i) the Executive remains employed through
December 31, 2010, subject to paragraphs (b), (c) and
(d) and Sections 5 and 6 below, and (ii) the Company
attains the Performance Goals during the 2008-2010 Performance
Period, as set forth in Appendix A.
(b) A portion of the Award
may vest on an accelerated schedule if the Company attains the
established Performance Goals during the 2008 and 2009 Performance
Periods, as set forth in Appendix A. The accelerated vesting
schedule is as follows:
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Performance
Period
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Percentage of Award That Will Vest
If Performance Goals Are Attained |
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Vesting
Date
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2008
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1 / 3 |
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January 31, 2009* |
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2009
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1 / 3 |
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January 31, 2010* |
- 1 -
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(or the first day thereafter on which the New York Stock
Exchange is open for business). |
(c) The vesting schedules
provided above in paragraph (b) of this Section 4 will
apply if the Company attains the Performance Goals for the
applicable Performance Period set forth on Appendix A.
(d) Notwithstanding the
provisions of paragraph (a) above, all Restricted Stock Units
granted to the Executive (i) will fully vest and become
payable upon the Executive’s death or Disability, and
(ii) will fully vest upon the Executive’s termination of
employment with the Company due to Retirement, and become payable,
subject to the attainment of the Performance Goals for the
applicable Performance Periods, when it otherwise would have been
payable under this Section.
5. Changes in Capital
or Corporate Structure and Change in Control . In the event
of a Change in Capital or Corporate Structure or a Change in
Control of the Company, the Executive’s rights with respect
to any Restricted Stock Units awarded under this Agreement shall be
governed by the terms and conditions of the Plan.
6. Distribution of
Restricted Stock Units . The Company will distribute the
vested Restricted Stock Units to the Executive in shares of Common
Stock as soon as practicable following the applicable vesting date,
or as otherwise provided in Section 4(d). In the event of the
Executive’s death, distribution of Common Stock due under
this Agreement shall be made as soon as practicable following the
Executive’s death to the appointed and qualified executor or
other personal representative of the Executive to be distributed in
accordance with the Executive’s will or applicable intestacy
law; or in the event that there shall be no such representative
duly appointed and qualified within six months after the date of
the Executive’s death, then to such persons as, at the date
of his/her death, would be entitled to share in the distribution of
the Executive’s personal estate under the provisions of the
applicable statute then in force governing the descent of intestate
property, in the proportion specified in such statute. In the event
of the Executive’s Disability, distribution of Common Stock
due under this Agreement shall be made as soon as practicable
following the Executive’s Disability to the Executive or the
Executive’s other personal representative.
7. Forfeitures
. If the Executive terminates his/her employment with the Company
for any reason other than death, Disability or Retirement prior to
the applicable vesting date, the Executive’s rights with
respect to the unvested Restricted Stock Units will terminate and
be forfeited and neither the Executive nor the Executive’s
heirs, personal representatives, successors or assigns shall have
any future rights with respect to any such Restricted Stock
Units.
8. Stockholder
Records . The Executive shall not have any rights of a
stockholder as a result of receiving an Award under this Agreement
until such shares of Common Stock have been recorded on the
Company’s official stockholder records as having been issued
or transferred.
9. Securities Law
Requirements . The Company shall not be obligated to
deliver any shares of Common Stock until
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