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Exhibit 10.3
WINN-DIXIE STORES, INC.
EQUITY INCENTIVE PLAN
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT is made by and between WINN-DIXIE STORES,
INC. , a Florida corporation (the "Company"), and
, ("Grantee"), as of
, 200_.
RECITALS
A. The Company has adopted and approved the Winn-Dixie Stores,
Inc. Equity Incentive Plan (the "Plan"), a copy of which is
attached to this Agreement; and
B. The Committee appointed to administer the Plan has determined
that Grantee is eligible to participate in the Plan and that it
would be to the advantage and best interest of the Company and its
stockholders to grant the award of Restricted Stock Units (as
defined below) provided for herein to Grantee; and
C. This Agreement is prepared in conjunction with and under the
terms of the Plan. Terms used herein but not otherwise defined
herein shall have the meanings ascribed to such terms in the Plan;
and
D. Grantee has accepted the grant of the Restricted Stock Units
and agreed to the terms and conditions hereinafter stated.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND
OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS
FOLLOWS:
ARTICLE I
GRANT OF RESTRICTED STOCK UNITS
Section 1.1 - Grant of Restricted Stock Units.
Subject to the provisions of this Agreement and the provisions
of the Plan, the Company has granted effective [INSERT GRANT DATE]
(the "Effective Date") to Grantee units evidencing a right to
receive [INSERT NUMBER OF RSUs] shares of the Company’s
common stock, par value $.001 per share ("Stock") (the "Restricted
Stock Units" or "Restricted Stock Unit Award").
ARTICLE II
RESTRICTIONS AND VESTING PERIOD
Section 2.1 - Restrictions.
The Restricted Stock Units granted hereunder may not be sold,
assigned, transferred, pledged, hypothecated or otherwise
encumbered or disposed of, other than by will or the laws of
descent and distribution.
Section 2.2 - Vesting Period.
Subject to the forfeiture provisions set forth in
Section 4.1, the Restricted Stock Units shall become vested
and shares of Stock shall become deliverable in three equal
installments on June 30, 200_, June 30, 200_ and
June 30, 200_ (the "Vesting Period").
Section 2.3 - Accelerated Vesting.
If during the Vesting Period a Change in Control occurs, all
Restricted Stock Units shall become 100 percent vested and paid out
as of the date of such Change in Control or promptly thereafter, in
each case, in accordance with the terms of the Plan.
Section 2.4 - Post-Termination Vesting.
If during the Vesting Period the Grantee’s employment or
service terminates as a result of the Company’s termination
of the Grantee without Cause (other than as a result of death or
Disability) or the Grantee’s resignation for Good Reason and
the Grantee continues to comply with Section 7.1 of this
Agreement, the Restricted Stock Unit Award shall continue to vest
pursuant to Section 2.2 following the date of such termination
of the Grantee’s employment or service. For purposes of this
Agreement, "Disability" means (i) the Grantee’s inability to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, (ii) the Grantee is,
by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not
less than three months under an accident or health plan covering
employees of the Company or (iii) the Grantee’s inability due
to any physical or mental impairment to perform his substantial job
functions for a period of 180 days
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