Exhibit 10.46
ITT CORPORATION
2003 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director
NOTICE OF RESTRICTED STOCK UNIT
AWARD
ITT Corporation (the
“Company”) grants to the Director named below, in
accordance with the terms of the ITT Corporation 2003 Equity
Incentive Plan (the “Plan”) and this Restricted Stock
Unit award agreement (this “Agreement”), the number of
Restricted Stock Units (the “Restricted Stock Units” or
the “Award”) provided as follows:
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RESTRICTED STOCK UNITS
GRANTED
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Except as provided in Section 3 of
this Agreement, the Restricted Stock Units will vest on the
following date(s), subject to the Director’s continued
service as a director of the Company:
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Restricted
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Stock Units
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Day
before the Regular Annual Meeting of Shareholders in
200[9]
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100% of
Award
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AGREEMENT
1. Grant of
Award . The Company hereby grants to the
Director the Restricted Stock Units, subject to the terms,
definitions and provisions of the Plan and this Agreement. All
terms, provisions, and conditions applicable to the Restricted
Stock Units set forth in the Plan and not set forth herein are
incorporated by reference. To the extent any provision hereof is
inconsistent with a provision of the Plan the provisions of the
Plan will govern. All capitalized terms that are used in this
Agreement and not otherwise defined herein shall have the meanings
ascribed to them in the Plan.
2.
Vesting and Settlement of Award .
a. Right to
Award . This Award shall vest in accordance
with the vesting schedule set forth above (the “Vesting
Schedule”) and with the applicable provisions of the Plan and
this Agreement.
b.
Settlement of Award . Except as otherwise
provided in a deferral agreement duly executed by the Director on a
form prescribed by the Company for such elections and timely filed
with the Company, the vested portion of this Award shall be settled
(and any related dividend equivalents shall be paid) on or as soon
as practicable following the vesting date set forth in the Vesting
Schedule or in Section 3 of this Agreement, as the case may
be, but in no event later than the following dates, as applicable:
(i) if the vesting date is the vesting date set forth in the
Vesting Schedule above, the last day of the calendar year in which
the vesting date occurs or (ii) if the vesting date is a
separation from service described in Section 3 of this
Agreement, the date that is 90 days following the date of such
separation from service.
The Company may require
the Director to furnish or execute such documents as the Company
shall reasonably deem necessary (i) to evidence such
settlement and (ii) to comply with or satisfy the requirements
of the Securities Act of 1933, as amended, the Exchange Act or any
applicable laws. If the Director dies before the settlement of all
or a portion of the Award, the vested but unsettled portion of the
Award may be settled by
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delivery of Shares (and payment of
related dividend equivalents) to the Participant’s designated
beneficiary or, if no such beneficiary has been designated, the
Participant’s estate.
c. Method of
Settlement . The Company shall deliver to the
Director one Share for each vested Restricted Stock Unit. Share
certificates shall be issued in the name of the Director (or in the
name of the Director’s designated beneficiary or estate, as
the case may be, if the Director dies prior to
settlement).
d. Dividend
Equivalents . If a cash dividend is declared on
the Shares, the Director shall be credited with a dividend
equivalent in an amount of cash equal to the number of Restricted
Stock Units held by the
