LANCASTER COLONY
CORPORATION
RESTRICTED STOCK AWARD
AGREEMENT
This Restricted
Stock Award Agreement (this “ Agreement
”) is dated as of February 27, 2008, by and between
Lancaster Colony Corporation, an Ohio corporation (the “
Company ”), and «name», a Service
Provider for the Company (the “ Grantee
”).
WHEREAS, the
Company desired to award Restricted Stock to the Grantee in
accordance with the provisions of the Plan; and
WHEREAS, the
Grantee wishes to accept such award; and
WHEREAS, the
execution of this Agreement has been authorized by a resolution of
the Compensation Committee (the “ Committee
”) of the Board of Directors (the “ Board
”) of the Company that was duly adopted on February 27,
2008; and
WHEREAS, the
Company hereby confirms to the Grantee the grant, effective on
February 27, 2008 (the “ Grant Date
”), pursuant to the 2005 Stock Plan (the “Plan”),
of «shares» Shares of Restricted Stock (“
Awarded Shares ”) subject to the terms and
conditions of the Plan and the terms and conditions described
below.
WHEREAS, the
parties hereto understand and agree that any terms used and not
defined herein have the same meanings as in the Plan.
NOW, THEREFORE,
the Company and the Grantee hereby agree as follows:
1.
Provisions of the Plan Controlling . The Grantee
specifically understands and agrees that the Awarded Shares are
being granted under the Plan, and are being granted to the Grantee
as Restricted Stock pursuant to the Plan, copies of which Plan the
Grantee acknowledges the Grantee has read, understands and by which
the Grantee agrees to be bound. The provisions of the Plan are
incorporated herein by reference. In the event of a conflict
between the terms and conditions of the Plan and this Agreement,
the provisions of the Plan will control.
2.
Vesting of Awarded Shares .
(a) Except as
provided in Section 2(b) , the Awarded Shares
shall be forfeited to the Company for no consideration in the event
the Grantee (i) voluntarily ceases to retain Continuous Status
as an Employee or Consultant prior to the third anniversary of the
Grant Date or (ii) ceases to retain Continuous Status as an
Employee or Consultant as a result of being terminated by the
Company, with or without cause, prior to the third anniversary of
the Grant Date.
(b) The Awarded
Shares shall be fully vested in the Grantee and no longer subject
to a risk of forfeiture pursuant to Section 2(a)
upon the occurrence of the earliest of the following events (the
“ Vesting Date ”):
(i) the date on
which the Company undergoes a Change in Control;
(ii) the date on
which the Grantee dies or ceases to retain Continuous Status as an
Employee or Consultant as a result of the Grantee’s
Disability; and
(iii) the third
anniversary of the Grant Date.
3.
Dividend and Voting Rights .
(a) Dividends
payable with respect to the Awarded Shares during the period prior
to the Vesting Date shall be paid to the Grantee in the same manner
as paid on the Common Stock of the Company, unless the Grantee
forfeits the Shares pursuant to Section 2(a)
hereof, in which case the Grantee shall also forfeit the right to
receive any dividends not paid prior to such forfeiture.
(b) The Grantee
shall have the right to vote any Awarded Shares; provided ,
that such voting rights shall lapse with respect to any Awarded
Shares that are forfeited to the Company pursuant to this
Agreement.
4.
Additional Shares . If the Company pays a stock dividend or
declares a stock split on or with respect to any of its Common
Stock, or otherwise distributes securities of the Company to the
holders of its Common Stock, the shares of stock or other
securities of the Company issued with respect to the Awarded Shares
then subject to the restrictions contained in this Agreement shall
be held in escrow and shall be distributed to the Grantee on the
Vesting Date, unless the Grantee forfeits the Awarded Shares
pursuant to Section 2(a) hereof, in which case
the Grantee shall also forfeit the right to receive such stock
dividend or other securities. If the Company shall distribute to
its stockholders shares of stock of another corporation, the shares
of stock of such other corporation distributed with respect to the
Awarded Shares then subject to the restrictions contained in this
Agreement shall be held in escrow and shall be distributed to the
Grantee on such Vesting Date, unless the Grantee forfeits the
Awarded Shares pursuant to Section 2(a) hereof,
in which case the Grantee shall also forfeit the right to receive
such stock.
5. Effect
of Change in Control . In the event of a Change in Control, the
Awarded Shares will be affected in accordance with Section 15
of the Plan.
6.
Adjustments . The Awarded Shares shall be subject to
adjustment in accordance with Section 15 of the
Plan.
7.
Legends . To the extent certificates representing the
Awarded Shares are issued to the Grantee pursuant to this
Agreement, such certificates shall have endorsed thereon legends
substantially as follows (or in such oth
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