|
Exhibit
10.34
WCI COMMUNITIES,
INC.
RESTRICTED STOCK UNIT
AGREEMENT
2004 Stock Incentive Plan
of WCI Communities, Inc.
This Restricted Stock Unit
Agreement is entered into as of the
day of
,
20 the (“Grant Date”) by and
between WCI Communities, Inc., a Delaware corporation (the
“Company”) and “ First_Name ”
“ Last_Name ” (the
“Participant”).
RECITALS
In consideration of the
services performed and to be performed by Participant, the Company
has determined that it is in the best interests of the Company to
grant Participant an award payable in common stock of the Company
pursuant to the 2004 Stock Incentive Plan of WCI Communities, Inc.
(the “Plan”), which has been approved by the
Company’s shareholders, and which award shall carry certain
restrictions for vesting and delivery to Participant. Capitalized
terms used herein shall have the meaning ascribed to them in the
Plan, a copy of which is available to Participant from the
Company’s Human Resources Department, and the terms of the
Plan are incorporated into this Agreement by reference.
TERMS AND CONDITIONS OF
RESTRICTED STOCK UNITS
1. Grant of Restricted
Stock Unit. The Company hereby grants to Participant units
covering “ Shares_Written_Out ” (“
Shares ”) shares of the Company’s common stock
(the “Restricted Stock Units”) on the terms and
conditions set forth herein. Shares corresponding to the number of
Restricted Stock Units (“RSU Shares”) granted herein
are to be delivered to Participant upon determination that the
Participant has fully complied with the condition precedent to
receipt of the RSU Shares as specified below in Section
3.
2. Delivery of Stock
Certificate. A certificate in the amount of the RSU Shares
shall be registered in the name of the Participant and delivered to
Participant after the lapse of the restrictions applicable to such
Restricted Stock Units as set forth in Section 3
.
3. Vesting of Restricted
Stock Units/Condition Precedent. The Restricted Stock Units
shall vest upon the third anniversary of the Grant Date (the
“Vesting Date”), and as soon as practicable thereafter,
but no later than March 15 of the year following the year in which
the Vesting Date occurs, subject to the Participant remaining in
the continuous employ of the Company from the grant date through
the Vesting Date, except as provided in Sections 5 and 8, below the
RSU Shares shall be delivered to Participant.
4. Nontransferability.
Participant may not sell, assign, transfer, pledge or otherwise
encumber the Restricted Stock Units. Upon any attempted transfer,
assignment, pledge, hypothecation or other disposition of the
Restricted Stock Units, or any right or privilege conferred hereby,
contrary to the provisions hereof, or upon the levy of any
attachment or similar process upon the Restricted Stock Units, or
any right or privilege conferred hereby, the Restricted Stock Units
and such rights or privileges, shall immediately become null and
void.
5. Termination of
Restricted Stock Units. Except as otherwise provided in this
Agreement, the Restricted Stock Units shall be cancelled upon
Participant’s termination of employment for any reason prior
to the Vesting Date. In the event that Participant dies while
employed by the Company or in the event that Participant’s
employment is terminated by the Company for reason of disability
(the “Death/Disability Termination”), a pro
Page 1 – Restricted Stock Unit
Agreement
rata percentage of the RSU Shares that
corresponds to the number of full months elapsed from the Grant
Date to the date of Participant’s Death/Disability
Termination will be delivered to the Participant or
Participant’s personal representative no later than March 15
of the year following the year in which the Death/Disability
Termination occurs. Any portion of the RSU Shares remaining shall
be returned to the Plan. For the purposes of this Agreement, a
Participant’s employment shall be considered to have
terminated by reason of disability upon determination that he/she
is disabled under the Company’s long term disability policy.
By way of example only, Participant is granted 100 Restricted Stock
Units which vest in 36 months. Participant dies during month 28
after the Grant Date. Participant’s estate shall be entitled
to receive 27/36ths of the 100 Restricted Stock Units, and
therefore will re
| 
