EXHIBIT 99.1
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LANDAUER, INC.
RESTRICTED STOCK AWARD AGREEMENT
UNDER 2005 LONG-TERM INCENTIVE PLAN
Landauer,
Inc., a Delaware corporation (the "Company"), hereby grants
to NAME (the "Holder") as of DATE (the "Grant Date"), pursuant to
the
provisions of the Landauer, Inc. 2005 Long-Term Incentive Plan
(the
"Plan"), a restricted stock award (the "Award") of NUMBER shares of
the
Company's Common Stock, $.10 par value ("Shares"), upon and subject
to the
restrictions, terms and conditions set forth below. Capitalized terms not
defined herein shall have the meanings specified in the Plan.
AWARD
SUBJECT TO ACCEPTANCE OF AGREEMENT. The Award shall be null
and void unless the Holder shall (a) accept this Agreement by
executing it
in the space provided below and returning it to the Company and (b)
if
requested by the Company, execute and return one or more
irrevocable stock
powers to facilitate the transfer to the Company (or its assignee
or
nominee) of the Shares subject to the Award if Shares are
forfeited
pursuant to Section 4 hereof or if required under applicable laws
or
regulations. As soon
as practicable after the Holder has executed this
Agreement and, if requested by the Company, such stock power or
powers, and
returned the same to the Company, the Company shall cause to be
issued in
the Holder's name the total number of Shares subject to the
Award.
RIGHTS AS
A STOCKHOLDER. The
Holder shall have the right to vote the
Shares subject to the Award and to receive dividends and other
distributions thereon unless and until such Shares are forfeited
pursuant
to Section 4 hereof; provided, however, that a dividend or
other
distribution with respect to such Shares (including, without
limitation, a
stock dividend or stock split), other than a regular cash dividend,
shall
be subject to the same restrictions as the Shares with respect to
which
such dividend or other distribution was made (and if the Holder
shall have
received such dividend or other distribution, the Holder shall
deliver the
same to the Company and shall, if requested by the Company, execute
and
return one or more irrevocable stock powers related thereto).
CUSTODY
AND DELIVERY OF CERTIFICATES REPRESENTING SHARES. The Shares
subject to the Award shall be held by the Company or by a custodian
in book
entry form, with restrictions on the Shares duly noted, until such
Award
shall have vested pursuant to Section 4 hereof, and as soon
thereafter as
practicable, the vested Shares shall be delivered to the Holder as
the
Holder shall direct.
Alternatively, in the sole discretion of the Company,
the Company shall hold a certificate or certificates representing
the
Shares subject to the Award until such Award shall have vested, in
whole or
in part, pursuant to Section 4 hereof, and the Company shall as
soon
thereafter as practicable, deliver the certificate or certificates
for the
vested Shares to the Holder and destroy the stock power or powers
relating
to the vested Shares delivered by the Holder pursuant to Section 1
hereof.
If such stock power or powers also relate to unvested Shares, the
Company
may require, as a condition precedent to delivery of any
certificate
pursuant to this Section 3, the execution and delivery to the
Company of
one or more stock powers relating to such unvested Shares.
The Company
shall pay all original issue or transfer taxes and all fees and
expenses
incident to the delivery of Shares to the Holder.
VESTING.
One-third
of the Shares subject to the Award shall vest upon the
achievement of certain performance milestones outlined on the
attached
"Landauer Inc. Performance Based Restricted Stock". One third of the
Shares subject to the Award shall vest on September 30, 2008, and
the
remaining one-third of the Shares subject to the Award shall vest
on
September 30, 2009.
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If the
Holder ceases to be employed by the Company by reason of
Disability or by reason of the Holder's death, each Share subject
to the
Award which has not previously vested shall vest in full as of the
date
that the Holder ceases to be employed by the Company.
If the
Holder ceases to be employed by the Company by reason of
retirement on or after age 65 (or prior to age 65 with the consent
of the
Committee), the Award shall vest with respect to the number of
Shares
subject to the Award which have not previously vested multiplied by
a
fraction whose numerator is the number of days between the Grant
Date and
the date on which the Holder's employment terminates (including the
date of
such termination) and the denominator of which the number of days
between
the Grant Date and September 30, 2009.
If the
Holder ceases to be employed by the Company by reason of
involuntary termination without cause, the Award shall vest with
respect to
the number of Shares subject to the Award which have not previously
vested
multiplied by a fraction whose numerator is the number of days
between the
Grant Date and the date on which the Holder's employment
terminates
(including the date of such termination) and the denominator of
which the
number of days between the Grant Date and September 30, 2009.
Notwith-
standing this provision, where the Holder is employed pursuant to
an
employm
