Exhibit 10.15
Meredith Corporation
RESTRICTED STOCK
AWARD AGREEMENT
FOR EMPLOYEES
2008
You have been awarded Restricted Stock under the Meredith
Corporation 2004 Stock Incentive Plan (the "Plan"), as specified in
the attached Notice of Grant of Award and Award Agreement (the
"Notice").
The terms of the Plan shall govern this instrument in all respects;
and, in the event of a conflict between the terms of the Plan and
any provision of this Agreement, the Plan shall control.
THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.
THIS AGREEMENT (the "Agreement"), effective as of the date set
forth in the attached Notice, is between Meredith Corporation, an
Iowa corporation (the "Company"), and the Grantee named in the
Notice (the "Grantee"), pursuant to the provisions of the
Plan. The parties hereto agree as follows:
l. Grant of Shares . Pursuant to action of the Compensation Committee of
the Board of Directors of the Company (the "Committee"), the
Company hereby grants to the Grantee the number of shares of Common
Stock of the Company, $1.00 par value (the "Shares"), as set forth
in the attached Notice, subject to the Restrictions (the
"Restrictions") set forth in Section 2 and the other terms and
conditions of the Plan and this Agreement. With respect to
this grant of Shares, the date of grant, the number of Shares
granted and the date or dates of the lapse of the Restrictions have
been set forth in the Notice attached hereto. Concurrently
with this grant, the Company will transfer an amount equal to $1.00
(the par value thereof) from the Company's Additional Paid-in
Capital account to the Company's Common Stock account for each of
the Shares that are the subject of this grant, so that said Shares
are fully paid and non-assessable. The Shares will be
registered on the books of the Company's transfer agent in the
Grantee's name. The Grantee shall have all the rights of a
stockholder with respect to the Shares, including the right to vote
and to receive all dividends or other distributions paid or made
with respect to the Shares. Any securities of the Company
which may be issued with respect to such Shares by virtue of any
stock split, combination, stock dividend or recapitalization shall
be deemed to be "Shares" hereunder and shall be subject to all the
terms and conditions of the Plan and this Agreement.
It is intended, pursuant to Treas. Reg.
section 1.409A-1(b)(6), that the Shares be excluded from the
application of the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended, including any regulations or
guidance promulgated thereunder ("Code section 409A"). The Company
reserves the unilateral right to amend this Agreement upon written
notice to the Grantee to prevent unintended tax consequences under
Code section 409A with respect to the Shares.
2. Restrictions . Until and to the
extent that the Restrictions imposed by this Section 2 have lapsed
pursuant to Sections 3 or 4 below, the Shares shall not be sold,
exchanged, assigned, transferred, pledged or otherwise disposed of,
and shall be subject to forfeiture as set forth in Section 5
below.
3. Lapse of Restrictions by Passage of Time
. The Restrictions shall lapse and have no further force
or effect with respect to the Shares of this grant at the time or
times set forth in the Notice.
4. Death, Disability or Retirement .
In the event of the death, disability or retirement of the Grantee
prior to the lapse of the Restrictions on any or all of the Shares,
the Restrictions on all such Shares shall lapse and have no further
effect as of the date of death, disability or retirement. For
these purposes, "disability" shall mean the Grantee's inability to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or otherwise is a
disability that satisfies the definition of disability in Treas.
Reg. section 1.409A-3(i)(4) or any successor provision thereto; and
"retirement" shall mean the termination of the Grantee's employment
by retirement in accordance with the then established rules of the
Company's tax-qualified retirement plan. The retirement
accelerated vesting feature may result in FICA/Medicare taxation at
a time earlier than from the date of lapse of restrictions by
passage of time when the Grantee is retirement eligible on the
award date or becomes retirement eligible during the restriction
period set forth in the Notice.
5. Forfeiture of Shares . In the
event of the termination of the Grantee's employment by the Company
for any reason (including resignation or discharge with or without
cause) other than death, disability or retirement, all of the
Shares then subject to the Restrictions shall be forfeited and
transferred to the Company without consideration to the Grantee or
his or her executor, administrator, personal representative or
heirs ("Representative"). The Company is hereby authorized to cause
the transfer into its name all Shares that are forfeited to the
Company pursuant to this section.
6. Election to Convert Shares into
Common Stock Equivalents for Deferral Purposes. In the sole
discretion of the Committee, the Grantee may elect to convert any
or all Shares into an equal number of common stock equivalents
("CSEs"). Any such election must be made irrevocably in writing not
later than 30 days after the date set forth in the Notice. The
Committee shall have the authority to establish the terms of such
deferral, including the permissible payment time or times for the
CSEs which the Grantee may have the ability to elect.
It is intended that the CSEs meet the
requirements of paragraphs (2), (3), and (4) of Section 409A of the
Code, including the regulations and guidance promulgated thereunder
("Code section 409A"). The terms and provisions of this Section 6,
and the provisions of any written election made with respect to the
CSEs, should be interpreted and applied in a manner consistent with
such requirements.
The CSEs shall be subject to any conditions provided in the form of
written election executed by the Grantee, and to the following
provisions of this Section 6:
(i) Adjustments. If the number of outstanding
shares of Common Stock of the Company is changed as a result of
stock dividend, stock split or the like without additional
consideration to the Company, the number of CSEs in the Grantee's
account shall be adjusted to correspond to such change;
(ii) Dividend Equivalents. To compensate for
the dividends the Grantee would have received had the Grantee owned
Shares equal to the number of CSEs credited to his or her account,
there shall be c
