Exhibit 10.9
FORM OF
RESTRICTED STOCK AGREEMENT
UNDER THE STEWART ENTERPRISES, INC.
2007 STOCK INCENTIVE PLAN
THIS AGREEMENT (the
“Agreement”) is effective as of ________, by and
between Stewart Enterprises, Inc., a Louisiana corporation,
(“SEI”) and ________ ________(“Award
Recipient”).
WHEREAS, SEI maintains the 2007 Stock
Incentive Plan (the “Plan”), under which the
Compensation Committee of the Board of Directors of SEI (the
“Committee”) may, among other things, grant restricted
shares (the “Restricted Stock”) of SEI’s
Class A common stock, no par value per share (the
“Common Stock”), to key employees of SEI and its
subsidiaries (collectively, the “Company”) as the
Committee may determine, subject to terms, conditions, or
restrictions as it may deem appropriate;
WHEREAS, pursuant to the Plan, the
Committee has awarded to the Award Recipient shares of Restricted
Stock.
NOW, THEREFORE, in consideration of
the premises, it is agreed with respect to the Restricted Stock as
follows:
1.
AWARD OF SHARES
Section 1.1 Under the terms of
the Plan, the Committee hereby awards to the Award Recipient, in
consideration of future services, ______ shares of Restricted
Stock.
Section 1.2 All awards hereunder
are subject to the terms, conditions, and restrictions set forth in
the Plan and in this Agreement. The definition of all capitalized
terms used herein and not otherwise defined herein shall be as
provided in the Plan.
2.
VESTING
Subject to the provisions of the Plan
and the other provisions of this Agreement and subject to the Award
Recipient remaining employed by the Company on the applicable
vesting dates, the shares of Restricted Stock granted hereby vest
as follows:
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1
3.
RESTRICTIONS ON RESTRICTED STOCK
In addition to the conditions and
restrictions provided in the Plan, the shares of Restricted Stock
and the right to vote the Restricted Stock and to receive dividends
thereon may not be sold, assigned, transferred, exchanged, pledged,
hypothecated or otherwise encumbered prior to vesting. Subject to
the restrictions on transfer provided in this Section 3, the
Award Recipient shall be entitled to all rights of a shareholder of
SEI with respect to the Restricted Stock, including the right to
vote the shares and receive dividends and/or other distributions
declared thereon.
4.
TERMINATION OF EMPLOYMENT
Termination of the Award
Recipient’s employment shall result in forfeiture of all
unvested Restricted Stock.
5.
STOCK CERTIFICATES
Section 5.1 The stock
certificates evidencing the Restricted Stock shall be retained by
SEI until the lapse of restrictions under the terms hereof. SEI
shall place a legend, in the form specified in the Plan, on the
stock certificates restricting the transferability of the shares of
Restricted Stock.
Section 5.2 Upon the lapse of
restrictions on shares of Restricted Stock, SEI shall cause a stock
certificate without a restrictive legend to be issued with respect
to the vested Restricted Stock in the name of the Award Recipient
or his nominee within 30 days. Upon receipt of such stock
certificate, the Award Recipient is free to hold or dispose of the
shares represented
