Exhibit 10.1
WARNER MUSIC GROUP
CORP.
DIRECTOR RESTRICTED STOCK AWARD
AGREEMENT
THIS DIRECTOR RESTRICTED STOCK AWARD
AGREEMENT (the “ Agreement ”), is made,
effective as of the 4th day of November, 2005 (hereinafter the
“ Date of Grant ”), between Warner Music Group
Corp., a Delaware corporation, (the “ Company
”), and Shelby W. Bonnie (the “ Director
”).
R
E C I
T A L S :
WHEREAS, the Company has adopted the
Warner Music Group Corp. 2005 Omnibus Award Plan (the “
Plan ”), pursuant to which awards of restricted shares
of the Company’s Common Stock may be granted to persons
including members of the Board of Directors of the Company (the
“ Board ”); and
WHEREAS, the Board has determined
that it is in the best interests of the Company and its
stockholders to grant the restricted stock award provided for
herein (the “ Restricted Stock Award ”) to the
Director in connection with the Director’s services to the
Company, such grant to be subject to the terms set forth
herein.
NOW THEREFORE, in consideration of
the mutual covenants hereinafter set forth, the parties hereto
agree as follows:
1. Incorporation by Reference,
Etc . The provisions of the Plan are hereby incorporated herein
by reference. Except as otherwise expressly set forth herein, this
Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this
Agreement shall have the definitions set forth in the Plan. The
Board shall have final authority to interpret and construe the Plan
and this Agreement and to make any and all determinations under
them, and its decision shall be binding and conclusive upon the
Director and his legal representative in respect of any questions
arising under the Plan or this Agreement.
2. Grant of Restricted Stock
Award . The Company hereby grants on the Date of Grant to the
Director a Restricted Stock Award consisting of 1,555 shares of
Common Stock (hereinafter called the “ Restricted
Shares ”), on the terms and conditions set forth in this
Agreement and as otherwise provided in the Plan. The Restricted
Shares shall vest in accordance with Section 3(a)
hereof.
3. Terms and Conditions
.
(a) Vesting . Except as
otherwise provided in the Plan and this Agreement, and contingent
upon the Director’s continued membership on the Board, one
hundred percent (100%) of the Restricted Shares shall vest and
become non-forfeitable on the first anniversary of the Award Date
(such anniversary, the “ Vesting Date
”).
(b) Taxes . The Director
shall pay to the Company promptly upon request, and in any event at
the time the Director recognizes taxable income in respect of the
Restricted Stock Award, an amount equal to the taxes, if any, the
Company determines it is required to withhold under applicable tax
laws with respect to the Restricted Shares. Such payment shall be
made in the form of cash.
(c) Certificates .
Certificates evidencing the Restricted Shares shall be issued by
the Company and shall be registered in the Director’s name on
the stock transfer books of the Company promptly after the date
hereof, but shall remain in the physical custody of the Company or
its designee at all times prior to, in the case of any particular
Restricted Shares, the applicable Vesting Date. As a condition to
the receipt of this Restricted Stock Award, the Director shall
deliver to the Company a stock power, duly endorsed in blank,
relating to the Restricted Shares.
(d) Effect of Termination of
Services .
(i) Except as provided in subsection
(ii) of this Section 3(d), unvested Restricted Shares
shall be forfeited without consideration by the Director at any
time prior to the Vesting Date upon the Director’s cessation
of Board membership.
(ii) Upon the Director’s
cessation of Board membership due to death or Disability, any
remaining unvested Restricted Shares shall vest on the date of such
termination.
(e) Rights as a Stockholder;
Dividends . The Director shall be the record owner of the
Restricted Shares unless and until such shares are forfeited
pursuant to Section 3(d) hereof or sold or otherwise disposed
of, and as record owner shall be entitled to all rights of a common
stockholder of the Company, in
