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Exhibit
10.2
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 Norman H. Wesley (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 50,000 Restricted Stock Units (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 . The Award will become fully vested
and payable on January 1, 2011 (or the first day thereafter on
which the New York Stock Exchange is open for business), if the
Executive either (a) remains employed through
December 31, 2010, or (b) strictly adheres to the
restrictive covenants set forth in the Severance and Retirement
Agreement between the Executive and the Company dated
September 19, 2007 (the “Retirement Agreement”)
until December 31, 2010. Notwithstanding the provisions of
this paragraph, all Restricted Stock Units granted to the Executive
will fully vest and become payable upon the Executive’s death
or Disability.
If the Executive terminates
his employment with the Company for any reason other than death or
Disability prior to December 31, 2010, and fails to strictly
adhere to the restrictive covenants set forth in the Retirement
Agreement until December 31, 2010, 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. In the event of a breach of any of the
restrictive covenants set forth in the Retirement Agreement or any
other agreement between the Company and the Executive, in addition
to any other penalties or restrictions that may apply under any
employment agreement, state law, or otherwise, the Executive shall
forfeit any and all Restricted Stock Units granted to him under
this Agreement and any and all rights to receive any payments due
to the Executive under this Agreement.
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.
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 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. 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.
8. Securities Law
Requirements . The Company shall not be obligated to
deliver any shares of Common Stock until they have been listed (or
authorized for listing upon official notice of issuance) upon each
stock exchange upon which outstanding shares of such class at the
time are listed nor until there has been compliance with such laws
or regulations as the Company may deem applicable. The Company
shall use its best efforts to affect such
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