EXHIBIT 10.2
FORM OF
RESTRICTED STOCK
UNIT
AWARD AGREEMENT
This Restricted Stock Unit Award
Agreement (the “Agreement”) is made as of
, 200 (the “Grant
Date”) between Leggett & Platt, Incorporated, (the
“Company”) and [Director]
(“you”).
1. Grant. The Company has granted
you [
] Restricted Stock Units (“RSUs” or the
“Award”), subject to the terms of this
Agreement.
2. Vesting. Except as provided in
Section 6, the Award will vest in its entirety on the day
preceding the date of the 2009 Annual Meeting of Shareholders (the
“Vesting Date”).
3. Distribution. The Award will be
settled in shares of the Company’s common stock on the date
(the “Distribution Date”) you specified in the attached
Distribution Election form, which is incorporated into this
Agreement. You will be issued one share of the Company’s
common stock for each vested RSU, including units credited to your
account as Dividend Equivalents pursuant to Section 4.
Fractional shares will be rounded to the nearest whole
share.
4. Dividend Equivalents. On the date
a cash dividend is paid on common stock, the Company will credit
Dividend Equivalents to your account equal to:
|
|
(a)
|
the per share
cash dividend multiplied by the number of stock units credited to
your account on the dividend record date
|
|
|
(b)
|
divided by 80%
of the closing price of the Company’s stock on the dividend
payment date.
|
5. Termination of Service. Except as
provided in Section 6, if you cease to serve as a director of
the Company for any reason before the Vesting Date, your right to
this Award, including any Dividend Equivalents, will terminate
immediately upon such termination of service.
6. Early Vesting. If your
termination of service is due to one of the following events, your
Award will vest as follows:
|
|
(a)
|
Death. If you
die before the Award is vested, your Award will vest on the date of
your death. The Company will issue shares to the designated
beneficiary of your Award in accordance with your Distribution
Election. If there is no designated beneficiary, the shares will be
issued to the administrator, executor or personal representative of
your estate.
|
|
|
(b)
|
Disability.
“Disability” means the inability to substantially
perform your duties and responsibilities as a director by reason of
any accident or illness that can be expected to result in death or
to last for a continuous period of not less than one year. If your
service is terminated due to Disability, your Award will vest on
the date of your Disability termination.
|
|
|
(c)
|
Change in
Control. If your service is terminated due to a Change in Control
of the Company (as defined in the Flexible Stock Plan), your Award
will vest upon the Change in Control.
|
7. Transferability. The Award may
not be transferred, assigned, pledged or otherwise encumbered
un
