Exhibit 10.8
MATTHEWS INTERNATIONAL CORPORATION
1992 Stock Incentive Plan (as amended through April 25,
2006)
Restricted Share Agreement For Employees
MATTHEWS
INTERNATIONAL CORPORATION , a Pennsylvania
corporation (the "Corporation"), and __________________, an
eligible employee of the Corporation or one of its
Subsidiaries (the "Awardee"), for good and valuable
consideration the receipt and adequacy of which are hereby
acknowledged and intending to be legally bound hereby, agree
as follows:
1.
Stock Award . The Corporation hereby
confirms the award to the Awardee of ______ shares of Class A
Common Stock, par value $1.00 per share, of the Corporation
(the “Class A Common Stock”) under and subject to
the terms and conditions of the Corporation’s 1992 Stock
Incentive Plan (as amended through April 25, 2006) (the
“Plan”) and this Agreement (the "Restricted
Stock"). The Plan is incorporated by reference and
made a part of this Agreement as though set forth in full
herein. Terms which are capitalized but not defined
in this Agreement have the same meaning as in the Plan unless
the context otherwise requires. This Restricted
Stock award shall be effective as of November 12, 2007 (the
"Effective Date"), provided that this Agreement is executed by
the Awardee and delivered to the Corporation. As of
the Effective Date, the Awardee shall be a shareholder of the
Corporation with respect to the Restricted Stock and shall
have all the rights of a shareholder with respect to the
Restricted Stock, including the right to vote the Restricted
Stock and to receive all dividends and other distributions
paid with respect to the Restricted Stock, subject to the
restrictions of the Plan and this Agreement.
2.
Acceptance of Restricted Share Award . The
Awardee accepts the award of the Restricted Stock
confirmed hereby, subject to the restrictions of the Plan and
this Agreement.
3.
Performance-Based Restrictions . The
restrictions set forth in this Section 3 shall apply with
respect to _____________ (_____) shares of the Restricted
Stock (the “Performance Restricted
Stock”).
A.
General . If (i) the Awardee remains continuously
employed with the Corporation and its Subsidiaries until the
date(s) described in the following table (the “Performance
Vesting Date(s)”), (ii) the shares of Performance Restricted
Stock set forth in the table with respect to each respective
Performance Vesting Date have not been previously forfeited to the
Corporation pursuant to Section 5, and (iii) the restrictions
imposed under this Agreement on such shares have not previously
lapsed pursuant to Section 6, the restrictions imposed on the
following respective numbers of shares of the Performance
Restricted Stock shall lapse (except for the restriction set forth
in Section 5 for the period set forth in Section 5), such shares
shall become vested, and the Corporation shall instruct its
transfer agent that such shares are no longer to be designated as
restricted on the transfer agent’s book-entry records of the
owners of the Class A Common Stock, as of the following respective
date(s):
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Performance Vesting Dates
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Number of Shares of Performance Restricted Stock on Which the
Restrictions Shall Lapse
and Which Shall Vest
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(a)The
first date, if any, prior to November 12, 2012 on which the
fair market value per share of the Class A Common Stock has
equaled or exceeded $48.09 for a period of ten (10)
consecutive trading days;
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[Insert
1/3 of the number of shares of the Performance Restricted
Stock]
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(b)The
first date, if any, prior to November 12, 2012 on which the
fair market value per share of the Class A Common Stock has
equaled or exceeded $54.65 for a period of ten (10)
consecutive trading days; and
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[Insert
1/3 of the number of shares of the Performance Restricted
Stock]
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(c)The
first date, if any, prior to November 12, 2012 on which the
fair market value per share of the Class A Common Stock has
equaled or exceeded $61.21 for a period of ten (10)
consecutive trading days.
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[Insert
1/3 of the number of shares of the Performance Restricted
Stock]
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If
any event described in Section 8 of the Plan occurs, the
Committee shall make such adjustments to the amounts set forth
in (a) – (c) above as it deems appropriate and equitable
to prevent the dilution or enlargement of the rights of the
Awardee under this Agreement.
The
fair market value per share of the Class A Common Stock for
purposes of this Agreement shall be determined under Section
5(H) of the Plan, and such fair market value per share of the
Class A Common Stock on the Effective Date is
$43.715. If the Awardee’s employment with the
Corporation and its Subsidiaries terminates prior to a
Performance Vesting Date for any reason other than as a result
of the Awardee’s death or permanent disability (as
defined in Section 3.B.), voluntary termination of the
Awardee’s employment with the consent of the Corporation
(with such a voluntary termination by the Awardee requiring
the written consent of the Committee or, in the case of an
awardee other than the Chief Executive Officer of the
Corporation, such Chief Executive Officer) (a “Voluntary
Termination With Consent”), or the Awardee’s
retirement under any retirement plan of the Corporation or one
of its Subsidiaries, and the employment and stock performance
restrictions with respect to such Performance Vesting Date
have not previously lapsed pursuant to Section 6, the shares
of the Performance Restricted Stock set forth in the table
above in this Section 3.A. with respect to such Performance
Vesting Date which have not been previously forfeited to the
Corporation pursuant to Section 5 shall, upon such termination
of employment and without any further action, be forfeited to
the Corporation by the Awardee and cease to be issued and
outstanding shares of the Class A Common Stock of the
Corporation. Any shares of the Performance
Restricted Stock (i) which have not been previously forfeited
to the Corporation pursuant to Section 5 or the immediately
preceding sentence, (ii) for which the employment and stock
performance restrictions have not previously lapsed pursuant
to Section 6, and (iii) which have not vested prior to
November 12, 2012 pursuant to the foregoing table shall, on
November 12, 2012 and without any further action, be forfeited
to the Corporation by the Awardee and cease to be issued and
outstanding shares of the Class A Common Stock of the
Corporation.
B.
Certain Terminations of Employment . If the
Awardee’s employment with the Corporation and its
Subsidiaries terminates as a result of the Awardee’s
death or permanent disability (within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986 as
amended (the “Code”) or any successor
section), a Voluntary Termination With Consent, or the
Awardee’s retirement under any retirement plan of the
Corporation or one of its Subsidiaries, and the employment and
stock performance restrictions have not previously lapsed with
respect to shares of the Performance Restricted Stock pursuant
to Sections 3.A. or 6, such shares of the Performance
Restricted Stock which have not been previously forfeited to
the Corporation pursuant to Section 5 or the last sentence of
Section 3.A. shall continue to be eligible for vesting under
the stock performance conditions set forth in Section 3.A.(a),
(b) and (c) and shall become vested pursuant to the table set
forth in Section 3.A., if (and at the time) the Performance
Vesting Dates described in Section 3.A.(a), (b) and (c),
respectively, occur within two years after the date of
termination of employment of the Awardee. Sections
5 and 6 and the last sentence of Section 3.A. shall continue
to apply to shares of Performance Restricted Stock during such
two-year period or, in the case of Section 6 and the last
sentence of Section 3.A, if earlier, until such shares of
Performance Restricted Stock become vested pursuant to the
table set forth in Section 3.A. The Corporation
shall instruct its transfer agent to no longer designate as
restricted on the transfer agent’s book-entry records of
the owners of the Class A Common Stock any shares of the
Performance Restricted Stock which become vested pursuant to
this Section 3.B, provided that Section 5 shall continue to
apply to such shares to the extent set forth in Section 5 for
the period set forth in Section 5. Any such shares
of the Performance Restricted Stock on which the employment
and stock performance restrictions under Section 3 of this
Agreement have not previously lapsed, which have not been
previously forfeited, and which have not become vested as of
the close of business on the two-year anniversary of the date
of termination of employment of the Awardee shall, without any
further action, be forfeited to the Corporation by the Awardee
at such time and cease to be issued and outstanding shares of
the Class A Common Stock of the Corporation.
4.
Time-Based
Restrictions . The restrictions set forth
in this Section 4 shall apply to all of the shares of the
Restricted Stock which are not Performance Restricted Stock (
i.e. , the remaining ____ (___) shares of Restricted
Stock) (the “Time-Based Restricted
Stock”).
A.
General . If, on or before November 12, 2010 (the
“Vesting Date”), the Awardee’s employment with
the Corporation and its Subsidiaries terminates for any reason
other than as a result of (i) the Awardee’s death or
permanent disability (as defined in Section 3.B.), (ii) a Voluntary
Termination With Consent, or (iii) the Awardee’s retirement
under any retirement plan of the Corporation or one of its
subsidiaries, and this restriction has not previously lapsed
pursuant to Section 6, the shares of the Time-Based Restricted
Stock which have not been previously forfeited to the Corporation
shall, upon such termination of employment and without any further
action, be forfeited to the Corporation by the Awardee and cease to
be issued and outstanding shares of the Class A Common Stock of the
Corporation. If (i) the Awardee remains an employee of
the Corporation and its Subsidiaries until the Vesting Date, (ii)
the shares of the Time-Based Restricted Stock have not been
previously forfeited to the Corporation pursuant to
Sec
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