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Exhibit
10.3
NEW JERSEY RESOURCES CORPORATION
2007 Stock Award and Incentive Plan
Restricted Stock Agreement
This Restricted Stock Agreement
(the "Agreement"), which includes the attached "Terms and
Conditions of Restricted Stock" (the "Terms and Conditions"),
confirms the grant on
___, 200___(the "Grant Date") by NEW JERSEY RESOURCES CORPORATION,
a New Jersey corporation (the "Company"), to
("Employee"), under Section 6(d) of the 2007 Stock Award and
Incentive Plan (the "Plan"), of Restricted Stock as follows:
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Number granted:
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shares of Restricted Stock
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Fair Market Value
at Grant Date:
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$
per share
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How Restricted Stock
Vests : The Restricted Stock, if not previously forfeited,
will vest on the dates and as to the number of shares in the
following table:
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Number of Shares That
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Stated Vesting Date
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Vest at that Date
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_________, 200__
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33.33
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%
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_________, 200__
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33.33
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%
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_________, 200__
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33.33
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%
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In addition, if not previously
forfeited, the Restricted Stock will become immediately vested in
full upon a Change in Control, and will become vested upon the
occurrence of certain events relating to Termination of Employment
to the extent provided in Section 3 of the attached Terms and
Conditions. The terms "vest" and "vesting" mean that the Restricted
Stock has become transferable and non-forfeitable. If Employee has
a Termination of Employment prior to a Stated Vesting Date and
shares of Restricted Stock are not otherwise deemed vested by that
date, such Restricted Stock will be immediately forfeited.
Forfeited Restricted Stock ceases to be outstanding and in no event
will thereafter result in any delivery of shares of Stock to
Employee.
The Restricted Stock is subject to
the terms and conditions of the Plan and this Agreement, including
the attached Terms and Conditions. The number and kind of shares of
Restricted Stock and other terms of the Restricted Stock are
subject to adjustment in accordance with Section 4(b) of the
attached Terms and Conditions and Section 11(c) of the Plan.
Capitalized terms used in this Agreement but not defined herein
shall have the same meanings as in the Plan.
Employee acknowledges and agrees
that (i) Restricted Stock is nontransferable, except as
provided in Section 2 of the attached Terms and Conditions and
Section 11(b) of the Plan, (ii) the Restricted Stock is
subject to forfeiture in the event of Employee’s Termination
of Employment in certain circumstances prior to vesting, as
specified in Section 3 of the attached Terms and Conditions,
and (iii) sales of the shares of Stock following vesting of
the Restricted Stock will be subject to the Company’s policy
regulating trading by employees,
IN WITNESS WHEREOF, NEW JERSEY
RESOURCES CORPORATION has caused this Agreement to be executed by
its officer thereunto duly authorized, and Employee has duly
executed this Agreement, by which each has agreed to the terms of
this Agreement.
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EMPLOYEE
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NEW JERSEY RESOURCES CORPORATION
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By:
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[Employee Name]
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[Name]
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[Title]
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TERMS AND
CONDITIONS OF RESTRICTED STOCK
The following Terms and Conditions
apply to the Restricted Stock granted to Employee by NEW JERSEY
RESOURCES CORPORATION (the "Company"), and Restricted Stock
resulting from Dividend Equivalents (as defined below), if any, as
specified in the Restricted Stock Agreement (of which these Terms
and Conditions form a part). Certain terms of the Restricted Stock,
including the number of shares granted and vesting date(s), are set
forth on the preceding pages, which is an integral part of this
Agreement.
1. General .
The Restricted Stock is granted to Employee under the
Company’s 2007 Stock Award and Incentive Plan (the "Plan"), a
copy of which has been previously delivered to Employee and/or is
available upon request to the Corporate Benefits Department. All of
the applicable terms, conditions and other provisions of the Plan
are incorporated by reference herein. Capitalized terms used in
this Agreement but not defined herein shall have the same meanings
as in the Plan. If there is any conflict between the provisions of
this document and mandatory provisions of the Plan, the provisions
of the Plan govern. Employee agrees to be bound by all of the terms
and provisions of the Plan (as presently in effect or later
amended), the rules and regulations under the Plan adopted from
time to time, and the decisions and determinations of the
Leadership Development and Compensation Committee of the
Company’s Board of Directors (the "Committee") made from time
to time.
2.
Nontransferability . Until such time as the
Restricted Stock has become vested in accordance with the terms of
this Agreement, Employee may not transfer Restricted Stock or any
rights hereunder to any third party other than by will or the laws
of descent and distribution. This restriction on transfer precludes
any sale, assignment, pledge, or other encumbrance or disposition
of the shares of Restricted Stock (except for forfeitures to the
Company).
3. Termination
Provisions . The following provisions will govern the
vesting and forfeiture of the Restricted Stock that is outstanding
at the time of Employee’s Termination of Employment (as
defined below), unless otherwise determined by the Committee
(subject to Section 7(a) hereof):
(a) Death, Disability or
Retirement. In the event of Employee’s Termination of
Employment due to death, Disability or Retirement (as defined
below), a Pro-Rata Portion of the outstanding Restricted Stock will
vest immediately. Any portion of the outstanding Restricted Stock
not vested at the date of Termination will be forfeited.
(b) Termination by the Company
or Voluntarily by Employee. In the event of Employee’s
Termination of Employment by the Company for any reason or by
Employee voluntarily (other than a Retirement), any portion of the
outstanding Restricted Stock not vested at the date of Termination
will be forfeited.
(c) C ertain Definitions .
The following definitions apply for purposes of this Agreement:
(i) "Disability" means Employee
has been incapable of substantially fulfilling the positions,
duties, responsibilities and obligations of his employment because
of physical, mental or emotional incapacity resulting from injury,
sickness or disease for a period of at least six consecutive
months. The Company and Employee shall agree on the identity of a
physician to resolve any question as to Employee’s
disability. If the Company and Employee cannot agree on the
physician to make such determination, then the Company and Employee
shall each select a physician and those physicians shall jointly
select a third physician, who shall make the determination. The
determination of any such physician shall be final and conclusive
for all purposes of this Agreement.
(ii) "Pro Rata Portion" means, for
each tranche of Restricted Stock, a fraction the numerator of which
is the number of days that have elapsed from the Grant Date to the
date of Employee’s Termination of Employment and the
denominator of which is the
3
number of days from the Grant
Date to the Stated Vesting Date for that tranche. A "tranche" is
that portion of the Restricted Stock that has a unique Stated
Vesting Date.
(iii) "Retirement" means the
Employee terminates employment at or after age 65, or at or after
age 55 with 20 or more years of service.
(iv) "Subsidiary" means any
subsidiary corporation of the Company within the meaning of Section
424(f) of the Code ("Section 424(f) Corporation") and any
partnership, limited liability company or joint venture in which
either the Company or Section 424(f) Corporation is at least a
fifty percent (50%) equity participant.
(v) "Termination of Employment"
and "Termination" means the earliest time at which Employee is not
employed by the Company or a Subsidiary of the Company and is not
serving as a non-employee director of the Company or a Subsidiary
of the Company.
4. Dividends and
Adjustments.
(a) Divi
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