Exhibit 10.2
RESTRICTED STOCK
AGREEMENT
REDDY ICE HOLDINGS,
INC.
2005 LONG TERM INCENTIVE AND
SHARE AWARD
PLAN, AS AMENDED
GRANTEE: PAUL D.
SMITH
NO. OF SHARES:
20,000
This Agreement (the “
Agreement ”) evidences the award of 20,000
restricted shares (each, an “ Award Share
,” and collectively, the “ Award Shares
”) of the common stock, $0.01 par value per share (“
Common Stock ”), of Reddy Ice
Holdings, Inc., a Delaware corporation (the “
Company ”), granted to you, Paul D. Smith,
effective as of September 15, 2008 (the “ Grant
Date ”), pursuant to the Reddy Ice
Holdings, Inc. 2005 Long Term Incentive and Share Award Plan,
as amended (the “ Plan ”) and conditioned
upon your agreement to the terms described below. All of the
provisions of the Plan are expressly incorporated into this
Agreement.
1.
Terminology . Unless otherwise provided in this
Agreement, capitalized words used herein are defined in the
Glossary at the end of this Agreement.
2.
Vesting . All of the Award Shares immediately vest
upon the execution of this Agreement, but are subject to forfeiture
if you are terminated by the Company for Cause or you terminate
your employment with the Company without Good Reason prior to the
one year anniversary of the Grant Date (the “
Anniversary ”).
4.
Restrictions on Transfer .
(a)
Prior to the Anniversary, Award Shares may not be sold, assigned,
transferred, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise), except by will or the
laws of descent and distribution, and shall not be subject to
execution, attachment or similar process.
(b)
Any attempt to dispose of any such Award Shares in contravention of
the restrictions set forth in Section 4(a) shall be null
and void and without effect. The Company shall not be
required to (i) transfer on its books any Award Shares that
have been sold or transferred in contravention of this Agreement or
(ii) treat as the owner of Award Shares, or otherwise accord
voting, dividend or liquidation rights to, any transferee to whom
Award Shares have been transferred in contravention of this
Agreement.
5.
Stock Certificates . You are reflected as the owner of
record of the Award Shares as of the Grant Date on the
Company’s books. The Company or an escrow agent
appointed by the Committee will hold in escrow the share
certificates for safekeeping, or the Company may otherwise retain
the Award Shares in uncertificated book entry form, until the
Anniversary. Until the Anniversary, any share certificates
representing the Award Shares will include a legend to the effect
that you may not sell, assign, transfer, pledge, or hypothecate the
Award Shares. All regular cash dividends on the Award Shares
held by the Company will be paid directly to you on the dividend
payment date. As soon as practicable after the Anniversary,
the Company will deliver a share certificate to you, or deliver
shares electronically or in
certificate form to your designated broker on
your behalf, for the Award Shares. Upon the request of
the Administrator, you shall deliver to the Company a stock power,
endorsed in blank, with respect to the Award Shares that have been
forfeited pursuant to this Agreement.
6.
Tax Election and Tax Withholding .
(a)
The Company has agreed to provide to you a tax
“gross-up” with respect to the Award Shares as set
forth in the Employment Agreement. Except as contemplated by
the tax “gross-up”, you hereby agree to make adequate
provision for foreign, federal, state and local taxes required by
law to be withheld, if any, which arise in connection with the
grant of the Award Shares. The Company shall have the right
to deduct from any compensation or any other payment of any kind
due you (including withholding the issuance or delivery of shares
of Common Stock or redeeming Award Shares) the amount of any
federal, state, local or foreign taxes required by law to be
withheld as a result of the grant of the Award Shares in whole or
in part; provided, however, that the value of the shares of Common
Stock withheld or redeemed may not exceed the statutory minimum
withholding amount required by law. In lieu of such
deduction, the Company may require you to make a cash payment to
the Company equal to the amount required to be withheld. If
you do not make such payment when requested, the Company may refuse
to issue any Common Stock certificate under this Agreement until
arrangements satisfactory to the Committee for such payment have
been made.
(b)
You hereby acknowledge that you have been advised by the Company to
seek independent tax advice from your own advisors regarding the
availability and advisability of making an election under
Section 83(b) of the Internal Revenue Code of 1986, as
amended, and that any such election, if made, must be made within
30 days of the Grant Date. You expressly acknowledge that you
are solely responsible for filing any such
Section 83(b) election with the appropriate governmental
authorities, irrespective of the fact that such election is also
delivered to the Company. You may not rely on the Company or
any of its officers, directors or employees for tax or legal advice
regarding this award. You acknowledge that you have sought
tax and legal advice from your own advisors regarding this award or
have voluntarily and knowingly foregone such
consultation.
7.
Adjustments for Corporate Transactions and Other Events
.
(a)
Stock Dividend, Stock Split and Reverse Stock Split .
Upon a stock dividend of, or stock split or reverse
stock split affecting, the Common Stock, the number of Award Shares
and the number of such Award Shares that are nonvested and
forfeitable shall, without further action of the Committee, be
adjusted to reflect such event. The Committee shall make
adjustments, in its discretion, to address the treatment of
fractional shares with respect to the Award Shares as a result of
the stock dividend, stock split or reverse stock split; provided
that such adjustments do not result in the issuance of fractional
Award Shares. Adjustments under this Section 7 will be
made by the Committee, whose determination as to what adjustments,
if any, will be made and the extent thereof will be final, binding
and conclusive.
(b)
Binding N
