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Exhibit 10.35
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement") is made this
day of
, 20 , by and between Arthur J.
Gallagher & Co., a Delaware corporation (the "Company"),
and
(the "Employee").
WHEREAS, the Company desires to grant an award of Restricted
Stock to the Employee under and pursuant to the Company’s
Restricted Stock Plan (the "Plan"); and
WHEREAS, the Company desires to evidence the award of Restricted
Stock to the Employee and to have the Employee acknowledge the
terms and conditions of the award of Restricted Stock by this
Agreement; and
WHEREAS, the Compensation Committee of the Board of Directors of
the Company has approved this award of Restricted Stock;
NOW, THEREFORE, IT IS AGREED:
1. Grant of Restricted Stock. Subject to the terms and
conditions of the Plan and this Agreement, the Company hereby
grants to the Employee, a Restricted Stock award with respect to
shares of common stock, $1.00 par value, of the Company ("Common
Stock").
2. Vesting. This award of Restricted Stock shall vest
[vesting schedule varies by award]. The restrictions set forth in
this paragraph shall apply to the Restricted Stock until the
Restricted Stock vests. Subject to the provisions of this
Agreement, the grant of Restricted Stock may not be revoked.
The Employee shall not have a beneficial ownership interest in,
or any of the rights and privileges of a stockholder as to, the
Restricted Stock, including the right to receive dividends and the
right to vote such Restricted Stock until such Restricted Stock
vests and is issued or transferred to the Employee in accordance
with the terms of this Agreement. An account established by the
Company on behalf of the Employee shall be credited with the amount
of all dividends that would have been paid on the shares of
Restricted Stock if such shares were actually held by the Employee
("Dividend Equivalents"). Such Dividend Equivalents shall be
subject to the same vesting conditions applicable to the Restricted
Stock to which they relate, and upon the vesting of a share of
Restricted Stock, the Dividend Equivalents related to such share
shall be paid to the Employee in cash, without earnings thereon.
Notwithstanding the foregoing, the Employee shall not be entitled
to delivery of the stock certificate representing the shares of
Common Stock subject to the Restricted Stock award or to the
Dividend Equivalents related to such shares until the shares have
vested; the Restricted Stock may not be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of until
vested; all of the unvested Restricted Stock shall be forfeited and
all rights of the Employee to such unvested Restricted Stock shall
terminate without further obligation on the part of the Company
under the circumstances set forth in the next paragraph; and all
unvested Restricted Stock shall vest under the circumstances set
forth in the next paragraph.
In order to earn and vest in the award of
Restricted Stock, the Employee must at the time of vesting either
(i) remain employed as an active, regular, full-time employee
of the Company or one of its Subsidiaries through the applicable
vesting date, or (ii) have been terminated by the Company
prior to such vesting date for any reason other than for cause;
provided that any unvested portion of the award of Restricted Stock
will become fully
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