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Exhibit 10.1
LSB CORPORATION
2006 STOCK OPTION AND INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
A. THIS RESTRICTED STOCK AGREEMENT, dated __________________, is
for a
total of ____________________ shares (the "Shares") of common
stock, par value
$.10 per share (the "Common Stock"), of LSB Corporation (the
"Company") granted
to ____________________ (the "Grantee"), effective as of
______________________
(the "Grant Date") and subject in all respects to the terms and
conditions of
the LSB Corporation 2006 Stock Option and Incentive Plan (the
"Plan"), which is
incorporated herein by reference. All capitalized terms in this
Agreement that
are not defined herein have the meanings given to them in the
Plan.
B. Upon the Grantee's execution and delivery to the Company of
this
Agreement, the Shares shall be fully vested and not forfeitable,
except as
provided in Paragraph L of this Restricted Stock Agreement.
C. The Shares awarded hereunder shall be subject to a one-year
restriction
on transfer provided in this Restricted Stock Agreement and shall
hereinafter be
referred to as the "Restricted Stock." Except for Permitted
Transfers (as
defined below), no Transfer (as defined below) of any Share of the
Restricted
Stock, or any interest in the Restricted Stock, may be made by the
Grantee or
any other holder of the Restricted Stock to any Person (as defined
below),
whether voluntarily or by operation of law, before
___________________ (the
"Anniversary Date").
D. As a condition precedent to any Permitted Transfer of the
Restricted
Stock, or any interest in the Restricted Stock, by the Grantee or
any other
holder of the Restricted Stock, the transferee shall be required to
execute a
counterpart of this Agreement and agree to be bound by the terms
hereof as if
the transferee were the Grantee. Each transferee shall hold the
Restricted
Stock, or any interest in the Restricted Stock, subject to all of
the provisions
of this Agreement, including Paragraph L, and shall make no further
Transfer
except as permitted under this Agreement.
E. The Restricted Stock shall be evidenced by one or more
certificates,
each of which shall be inscribed conspicuously with the following
restrictive
legend:
REFERENCE IS MADE TO THAT CERTAIN RESTRICTED STOCK AGREEMENT
DATED
DECEMBER 21, 2006 (THE "AGREEMENT") TO WHICH LSB CORPORATION
(THE
"COMPANY") IS A PARTY. THE TRANSFER OF THE STOCK REPRESENTED BY
THIS
INSTRUMENT (AS DEFINED IN THE AGREEMENT) IS RESTRICTED AS STATED
IN
THE AGREEMENT. A COPY OF THE
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AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL
EXECUTIVE
OFFICES OF THE COMPANY.
F. The Grantee and any other holder of the Restricted Stock shall
have the
right to vote and to receive any dividend declared on the
Restricted Stock,
provided in each case that the applicable record date is prior the
Repurchase
Date (as defined below), if applicable.
G. Upon the execution of this Restricted Stock Agreement, the
Grantee shall
receive a certificate or certificates representing the Restricted
Stock. Upon
receipt of the certificate representing the Restricted Stock, the
Grantee shall
execute and return to the Company a stock power or powers endorsed
in blank
covering all the Restricted Stock. The certificate or certificates
representing
the Restricted Stock, together with such stock power(s), shall be
held by the
Company's Chief Financial Officer, as escrow agent (the "Escrow
Agent"), until
the earlier of the Anniversary Date or the Repurchase Date.
H. In the event a Change in Control occurs before the Anniversary
Date, the
transfer restrictions on the Restricted Stock provided under this
Agreement
shall terminate and each holder of the Restricted Stoc
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