Exhibit 10.4
RESTRICTED STOCK
AGREEMENT
REDDY ICE HOLDINGS, INC.
2005 LONG TERM INCENTIVE AND
SHARE AWARD PLAN, AS AMENDED
GRANTEE:
[
]
NO. OF SHARES:
[
]
This Agreement (the “
Agreement ”) evidences the award of 26,000
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,
[ ],
effective as of April 14, 2009 (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 .
(a)
All of the Award Shares are
nonvested and forfeitable as of the Grant Date.
(b)
So long as your Service with the
Company is continuous from the Grant Date through the applicable
date upon which vesting is scheduled to occur, 33.3% of the Award
Shares will vest and become nonforfeitable on January 1, 2010,
33.3% of the Award Shares will vest and become nonforfeitable on
January 1, 2011, and the remaining Award Shares will vest and
become nonforfeitable on January 1, 2012, such that 100% of
the Award Shares will be vested and nonforfeitable on
January 1, 2012 (each a “ Vesting Date
”) . The extent to which the Award Shares are
vested and nonforfeitable as of a particular date is rounded down
to the nearest whole share. However, vesting and
nonforfeitability is rounded up to 100% on the final Vesting
Date.
(c)
Unless otherwise determined by the
Committee, none of the Award Shares will become vested and
nonforfeitable after your Service with the Company
ceases.
(d)
If before all of your Award Shares
vest and become nonforfeitable, your Service with the Company
terminates as a result of your death, then as of such termination
you shall be deemed to be vested in a number of Award Shares under
Section 2(b) equal to (i) the total number of Award
Shares that would vest and become nonforfeitable upon the next
scheduled Vesting Date, multiplied by (ii) a fraction, the
numerator of which is the total number of days measured from the
last Vesting Date to the date that your Service terminates and the
denominator of which is 365.
(e)
If before all of your Award Shares
vest and become nonforfeitable, your Service with the Company
terminates as a result of your Disability, your termination by the
Company without Cause, or
1
your termination with Good Reason, then as of
such termination you shall be deemed to have continued Service for
an additional [ ] months (the “ Deemed Service
Period ”) for purposes vesting and nonforfeitability
of Award Shares under Section 2(b). Any Award Shares
which would have vested and become nonforfeitable during the Deemed
Service Period shall vest and become nonforfeitable immediately
upon the termination of your Service as contemplated by this
Section 2(e).
3.
Restrictions on
Transfer .
(a)
Until an Award Share becomes vested
and nonforfeitable, it 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 3(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.
4.
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 Award
Shares become vested and nonforfeitable. Until the Award
Shares become vested and nonforfeitable, any share certificates
representing such 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 vesting of the
Award Shares, 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 such vested Award
Shares. Upon the request of the Committee, you shall deliver
to the Company a stock power, endorsed in blank, with respect to
any Award Shares that have been forfeited pursuant to this
Agreement.
5.
Tax Election and Tax
Withholding .
(a)
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.
2
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.
6.
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 6 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 Nature of
Agreement . The
terms and conditions of this Agreement shall apply with equal force
to any additional and/or substitute securities received by you in
exchange for, or by virtue of your ownership of, the Award Shares,
to the same extent as the Award Shares with respect to which such
additional and/or substitute securities are distributed, whether as
a result of any spin-off, stock split-up, stock dividend, stock
distribution, other reclassification of the Common Stock of the
Company, or similar event, except as otherwise determined by the
Committee. If the Award Shares are converted into or
exchanged for, or stockholders of the Company receive by reason of
any distribution in total or partial liquidation or pursuant to any
merger of the Company or acquisition of its assets, securities of
another entity, or other property (including cash), then the rights
of the Company under this Agreement shall inure to the benefit of
the Company’s successor, and this Agreement shall apply to
the securities or other property (including cash) received upon
such conversion, exchange or distribution in the same manner and to
the same extent as the Award Shares.
7.
Non-Guarantee of Employment or
Service Relationship . Nothing in the Plan or this Agreement
shall alter your at-will or other employment status or other
service relationship with the Company, nor be construed as a
contract of employment or service relationship between the Company
and you, or as a contractual right of you to continue in the employ
of, or in a service relationship with, the Company for any period
of time, or as a limitation of the right of the Company to
discharge you at any
