Exhibit
10.5
RESTRICTED STOCK UNIT AWARD
AGREEMENT
[Date of
Grant]
This RESTRICTED STOCK UNIT AWARD
AGREEMENT (this “Agreement”) is entered into as of the
date first written above by and between PPG Industries, Inc. (the
“Company”) and [Full Name] (the
“Participant”).
The Company maintains the PPG
Industries, Inc. Omnibus Incentive Plan (as amended from time to
time, the “Plan”), which is incorporated into and forms
a part of this Agreement, and the Participant has been selected by
the Officers-Directors Compensation Committee or its designee (as
applicable, the “Committee”) to receive an Award under
the Plan. Capitalized terms used in this Agreement shall, unless
defined elsewhere in this Agreement, have the respective meanings
given to such terms in the Plan.
The Award of Restricted Stock Units
shall be confirmed by a separate Grant Notice to which this
Agreement is attached (the “Grant Notice”), specifying
the Date of Grant of the Award, the number of Restricted Stock
Units granted and the Award Goals (as defined in the Grant Notice)
applicable to such Restricted Stock Units. Each Restricted Stock
Unit is a bookkeeping entry representing the equivalent in value of
a share of Common Stock. Such Award shall be subject to the terms
and conditions of this Agreement and such Grant Notice shall be
deemed incorporated by reference into this Agreement.
NOW, THEREFORE, the Company and the
Participant, intending to be legally bound, agree as
follows:
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1.
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Terms and
Conditions of the Award .
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A.
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This Agreement
sets forth the terms and conditions applicable to the Award of
Restricted Stock Units confirmed in the Grant Notice. The Award of
Restricted Stock Units is made under Article VII of the Plan.
Unless and until the Restricted Stock Units are vested in the
manner set forth in paragraph 1.F. and 2.A. hereof, the Participant
shall have no right to settlement of any such Restricted Stock
Units.
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B.
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The Committee
may terminate the Award at any time on or prior to the Vesting Date
(as defined in the Grant Notice) if, in its sole discretion, the
Committee determines that the Participant is no longer in a
position to have a substantial opportunity to influence the
long-term growth of the Company.
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C.
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Prior to settlement of any vested
Restricted Stock Units, such Restricted Stock Units will represent
an unsecured obligation of the Company, payable (if at
all)
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only from the general assets of
the Company. The Company’s obligations under this Agreement
shall be unfunded and unsecured, and no special or separate fund
shall be established and no other segregation of assets shall be
made and the Participant shall have no greater rights than an
unsecured general creditor of the Company. Except as otherwise
specifically provided in the Grant Notice or this Agreement, the
Participant shall have no rights as a stockholder of the Company by
virtue of any Restricted Stock Units granted under this Award
unless and until such Award is determined to be vested and
resulting shares of Common Stock are issued to the
Participant.
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D.
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If the
Participant’s employment with the Company terminates prior to
the Vesting Date but after the first anniversary of the Date of
Grant because of retirement, disability or job elimination (each,
as determined in the Committee’s sole discretion), the
Participant shall be entitled to the same Award to which the
Participant would have been entitled had the Participant’s
employment continued through the Vesting Date, and such Award shall
be paid as soon as practicable following the Vesting Date, subject
to paragraph 2.C. hereof; provided , however, that the
Committee, in its sole discretion, may determine that the
Participant will be entitled to a lesser Award. In the event of the
Participant’s death during his or her employment with the
Company prior to the Vesting Date but after the first anniversary
of the Date of Grant, the Participant’s Award shall be deemed
fully vested and such Award shall be paid to the
Participant’s Beneficiary as promptly as practicable
following the Participant’s death (the “Accelerated
Payout Date”), subject to paragraph 2.C. hereof;
provided , however, that the Committee, in its sole
discretion, may determine that the Participant will be entitled to
a lesser Award.
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E.
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If the
Participant’s employment with the Company terminates prior to
the Vesting Date for any reason other than retirement, disability,
job elimination or death, or for any reason before the first
anniversary of the Date of Grant, the Participant’s Award
shall be forfeited on the date of such termination; provided
, however, that the Committee, in its sole discretion, may
determine that the Participant will be entitled to a full or
partial payout with respect to the Award, in which case the Award
shall be paid as soon as practicable following the Vesting Date,
subject to paragraph 2.C. hereof.
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F.
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The Committee
shall determine the extent, if any, to which the applicable Award
Goals have been attained and the extent, if any, to which the Award
has been earned by the Participant, as of the end of the Award
Period or such other date as the Committee may select in its sole
discretion. The Committee shall have the negative discretion to
reduce or eliminate any payout for the Award.
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G.
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In the event that, during the
Change in Control Period (as hereinafter defined), the Participant
is subject to an Involuntary Termination (as hereinafter defined),
then a number of Restricted Stock Units determined by the
Committee, in its sole discretion, but in no event fewer than the
number of Restricted Stock Units that
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would become vested at the
“target” level, shall become fully vested, and the
payout of the Award shall be made as soon as practicable following
the date of the Involuntary Termination, subject to paragraph 2.C.
hereof. The Company and the Participant shall take all steps
necessary (including with regard to post-termination services by
the Participant) to ensure that an Involuntary Termination
constitutes a “separation from service” within the
meaning of Section 409A of the Code, and notwithstanding
anything contained herein to the contrary, the date on which a
separation from service takes place for reasons resulting in an
Involuntary Termination shall be the date of the Involuntary
Termination.
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If the Participant is a party to a
Change in Control Employment Agreement with the Company (a
“Change in Control Agreement”), “Change in
Control Period” for purposes of this Agreement shall have the
meaning ascribed to the term “Employment Period,” as
defined in the Change in Control Agreement, and if the Participant
is not a party to a Change in Control Agreement, the term shall
mean the period commencing on the date of a Change in Control (as
defined in the Plan) and ending on the earlier of the
Participant’s date of Retirement and the Vesting Date.
“Retirement” for purposes of this paragraph 1.G. shall
mean termination of employment on or after (i) the
Participant’s “normal retirement date,” as
defined in the PPG Industries, Inc. Retirement Income Plan,
provided such termination is voluntary, or (ii) if the Company
may subject the Participant to compulsory retirement under the Age
Discrimination in Employment Act (29 U.S.C. Section 621 et.
seq.) (ADEA) as a “bona fide executive or a high policy
maker,” the Participant’s “normal retirement
date.”
“Involuntary
Termination” for purposes of this Agreement shall mean, if
the Participant is a party to a Change in Control Agreement, a
termination of the Participant’s employment that gives rise
to payments and benefits under Section 6 of the Change in
Control Agreement, and if the Participant is not a party to a
Change in Control Agreement, shall mean a termination by the
Company for any reason other than Cause, death or Disability (as
the terms are hereinafter defined). “Cause” for
purposes of a Participant who is not a party to a Change in Control
Agreement shall mean (i) the failure of the Participant to
perform substantially the Participant’s duties with the
Company or one of its affiliates (other than any such failure
resulting from incapacity due to physical or mental illness), or
(ii) the engaging by the Participant in illegal conduct or
gross misconduct. “Disability” for purposes of this
Agreement shall mean disability which, after the expiration of more
than 52 weeks after its commencement, is determined to be total and
permanent by a physician selected by the Company or its
insurers.
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2.
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Payout on
Account of Awards .
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A.
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Upon attainment of the Award
Goals and satisfaction of all other applicable conditions as to the
issuance of the Restricted Stock Units, and otherwise subject to
this Agreement and the terms of the Plan, the Participant shall be
entitled to the number of shares of Common Stock constituting the
Award as determined by the
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Committee in accordance with
paragraph 1.F. The Participant shall be entitled to receive a
payout of the vested Award in the form of cash, shares of Common
Stock or a combination of cash and shares, less any Tax-Related
Items as defined in paragraph 7, as determined by the Committee in
its sole discretion. The amount of any cash to be paid in lieu of
Common Stock shall be determined on the basis of the Fair Market
Value of the Common Stock as of the applicable Payout Date (as
defined below).
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B.
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Any shares of
Common Stock issued to the Participant with respect to his or her
Award shall be subject to such restrictions as the Committee may
deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, the New York Stock
Exchange and any applicable state or foreign securities
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