Sign In Sign In

Search:

Search Assist: On | Off

Home / IndustryIntelligence / Retail / Award Agreements

Retail

Award Agreements

Page 1 of 51 2 3 4 5

Preview Full Doc	2003	Long Term Incentive Award Agreement Long Term Incentive Award Agreement (8K) Doc #177120: Click preview link for longer preview. LONG TERM INCENTIVE AWARD AGREEMENT Dated: _________________, 2003 To: [Name of Participant] Pursuant to the KMART Long Term Incentive Plan (the "Plan"), KMART Holding Corporation (the "Corporation") hereby grants you the right to receive long term incentive compensation (your "Award") upon the terms and conditions set forth in this Agreement and in the Plan, a copy of which is attached hereto. In the event of any inconsistency between this Agreement or any other document or communication to you on the one hand, and the Plan on the other hand, the latter shall supersede and control. 1. The amount of your Award shall equal the average annual salary and target bonuses paid to you during the three-year plan period (annualized for 2003). 2. Your entitlement to your Award is conditioned upon the Corporation and its Subsidiaries (as defined in Paragraph 1(f) of the Plan) having cumulative "EBITDA" of at least $1,508 million for the period from August 1, 2003 to the end of the 2005 fiscal year of the Corporation (the "Performance Goal"). For this purpose, "EBITDA" shall mean earnings before interest, taxes, depreciation and amortization, exclusive of extraordinary, unusual or non-recurring items, based on the audited consolidated financial statements of the Corporation prepared in accordance with generally accepted accounting principles consistently applied. 3. Subject to the provisions of this Paragraph 3, if the Performance Goal is attained, you may elect, subject to the terms of the Plan, to receive your Award in cash, in common stock of the Corporation, or in any combination thereof. If you elect to receive stock, you shall be entitled to receive that number of shares of stock having a value on the date of payment of your Award equal to the amount of your Award that you elect to receive in stock. The stock utilized to pay your Award in stock will be purchased by the Corporation in the open market, and the Corporation reserves the right to decline to honor an election by you to receive your Award in stock under circumstances where it would be unlawful for the Corporation to purchase its own stock to honor your election to receive your Award in stock. 177120	Kmart Holding Kmart Holding Corp. ( Department & Discount )
Preview Full Doc	2003	Restricted Stock Award Agreement for Officers Under the 2001 Stock Incentive Plan Restricted Stock Award Agreement for Officers Under the 2001 Stock Incentive Plan (11K) Doc #177237: Click preview link for longer preview. CHRONIMED INC. RESTRICTED STOCK AWARD AGREEMENT FOR OFFICERS UNDER THE 2001 STOCK INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is entered into by and between CHRONIMED INC. (the "COMPANY") and _________________ (the "RECIPIENT"), effective as of ________, 200__ (the "GRANT DATE"). The Company hereby awards to the Recipient a Restricted Stock Award for _________________ (________) shares of Common Stock (the "RESTRICTED STOCK") under the Chronimed Inc. 2001 Stock Incentive Plan (the "PLAN"), under the following terms and conditions. 1. GOVERNING PLAN. This Agreement is governed by the Plan which is incorporated into this Agreement by reference. Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in the Plan. The Recipient agrees to be bound by the terms and conditions of the Plan, which control in case of any conflict with this Agreement, except as otherwise specifically provided for in the Plan. 2. PURCHASE PRICE. The Recipient shall not be required to pay any consideration for the Restricted Stock. 3. ISSUANCE OF RESTRICTED STOCK; VESTING; DIVIDEND AND VOTING RIGHTS. The shares of Restricted Stock awarded under this Agreement will be issued in the form of a Common Stock certificate upon the Grant Date (a "Restricted Share Certificate"). Upon vesting of shares represented by a Restricted Share Certificate, as described in Section 3.1, Recipient will surrender the affected Restricted Share Certificate and receive a certificate for the vested shares (a "Vested Share Certificate") and a replacement Restricted Share Certificate representing remaining unvested shares. A Vested Share Certificate and any Restricted Share Certificate shall be delivered to the Recipient as soon as administratively feasible, but in no event more than 15 days following the vesting date and Recipient's surrender of an affected Restricted Share Certificate. 3.1 VESTING. The Recipient will vest in the right to receive shares of Restricted Stock, free from the restrictions of this Agreement, in accordance with the following vesting schedule, unless vesting is accelerated as provided in Section 3.2: {TABLE} {CAPTION} -------------------------------------------------------------------------------- VESTING DATE VESTED PORTION OF RESTRICTED STOCK AWARD -------------------------------------------------------------------------------- {S} {C} First Anniversary of Grant Date _________ shares -------------------------------------------------------------------------------- Second Anniversary of Grant Date _________ shares -------------------------------------------------------------------------------- Third Anniversary of Grant Date _________ shares -------------------------------------------------------------------------------- Fourth Anniversary of Grant Date _________ shares -------------------------------------------------------------------------------- {/TABLE} 3.2 ACCELERATION. The Fair Market Value of the Common Stock as of the Grant Date was $______ per share. If for a period of five consecutive trading days occurring at any time after the Grant Date, the Fair Market Value of Common Stock has been equal to or greater than $______ (a price which is 60 percent greater than the Fair Market Value of the Common Stock on the Grant Date) then, on the first date that this requirement is satisfied, if the Recipient is then an employee of the Company, this Restricted Stock Award and all portions of the Restricted Stock Award that 177237	Chronimed Inc. Chronimed Inc. ( Drugs ) As referenced in this Restricted Stock Award Agreement for Officers Under the 2001 Stock Incentive Plan: CHRONIMED INC – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}c79640exv10w1.txt {DESCRIPTION}FORM OF RESTRICTED STOCK GRANT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.1 CHRONIMED INC . RESTRICTED STOCK AWARD AGREEMENT FOR OFFICERS UNDER THE 2001 STOCK INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is entered into _____________ CHRONIMED INC – AWARD AGREEMENT FOR OFFICERS UNDER THE 2001 STOCK INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is entered into by and between CHRONIMED INC . (the "COMPANY") and _________________ (the "RECIPIENT"), effective as of ________, 200__ (the "GRANT DATE"). The Company hereby awards to the Recipient a _____________ Chronimed Inc – The Company hereby awards to the Recipient a Restricted Stock Award for _________________ (________) shares of Common Stock (the "RESTRICTED STOCK") under the Chronimed Inc . 2001 Stock Incentive Plan (the "PLAN"), under the following terms and conditions. 1. GOVERNING PLAN. This Agreement is governed by the Plan _____________ CHRONIMED INC – for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. CHRONIMED INC . ACCEPTED: By ____________________________________ ________________________________ Its ___________________________________ Recipient E-3 {/TEXT} {/DOCUMENT} _____________ dt 490160 ;	Chronimed Chronimed Inc. ( Drugs ) As referenced in this Restricted Stock Award Agreement for Officers Under the 2001 Stock Incentive Plan: CHRONIMED INC. – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}c79640exv10w1.txt {DESCRIPTION}FORM OF RESTRICTED STOCK GRANT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.1 CHRONIMED INC. RESTRICTED STOCK AWARD AGREEMENT FOR OFFICERS UNDER THE 2001 STOCK INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is entered into by and between CHRONIMED INC. (the "COMPANY") _____________ CHRONIMED INC. – EXHIBIT 10.1 CHRONIMED INC. RESTRICTED STOCK AWARD AGREEMENT FOR OFFICERS UNDER THE 2001 STOCK INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is entered into by and between CHRONIMED INC. (the "COMPANY") and _________________ (the "RECIPIENT"), effective as of ________, 200__ (the "GRANT DATE"). The Company hereby awards to the Recipient a Restricted Stock Award for _________________ (________) shares _____________ Chronimed Inc. – as of ________, 200__ (the "GRANT DATE"). The Company hereby awards to the Recipient a Restricted Stock Award for _________________ (________) shares of Common Stock (the "RESTRICTED STOCK") under the Chronimed Inc. 2001 Stock Incentive Plan (the "PLAN"), under the following terms and conditions. 1. GOVERNING PLAN. This Agreement is governed by the Plan which is incorporated into this Agreement by _____________ CHRONIMED INC. – following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. CHRONIMED INC. ACCEPTED: By ____________________________________ ________________________________ Its ___________________________________ Recipient E-3 {/TEXT} {/DOCUMENT} _____________ dt 1506320
Preview Full Doc	2003	Employee Award Agreement Employee Award Agreement (9K) Doc #177249: Click preview link for longer preview. EMPLOYEE AWARD AGREEMENT RESTRICTED STOCK PURSUANT TO THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN This Award Agreement (the "Agreement") is made effective as of the 3rd day of June 2003 (the "Date of Grant"), between THE BOMBAY COMPANY, INC., a Delaware corporation (the "Company"), and JAMES D. CARREKER, an employee of the Company or one of its subsidiaries (the "Employee"). RECITALS A. The Company and Employee are parties to that certain Employment Agreement, dated August 20, 2003 (the Employment Agreement"), whereby Employee may from time to time receive grants of restricted shares of the Company's $1.00 par value common stock (the "Shares"). Capitalized terms used in this Agreement but not defined herein shall have the meanings given to them under the Employment Agreement. B. The Company desires to carry out the purposes of The Bombay Company, Inc. 1996 Long Term Incentive Stock Plan (the "Plan") and the Employment Agreement by affording Employee the opportunity to obtain Shares in accordance with the terms of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 177249	Bombay Bombay Company, Inc. ( Specialty ) As referenced in this Employee Award Agreement: BOMBAY COMPANY, INC. – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}4 {FILENAME}ex10bjdcstockgrant.txt {DESCRIPTION}EX 10 - EXEC RESTRICTED STOCK GRANT AGREEMENT {TEXT} EXHIBIT 10(B) EMPLOYEE AWARD AGREEMENT RESTRICTED STOCK PURSUANT TO THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN This Award Agreement (the "Agreement") is made effective as of the 3rd day of June 2003 (the "Date of Grant"), between THE BOMBAY _____________ BOMBAY COMPANY, INC. – COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN This Award Agreement (the "Agreement") is made effective as of the 3rd day of June 2003 (the "Date of Grant"), between THE BOMBAY COMPANY, INC. , a Delaware corporation (the "Company"), and JAMES D. CARREKER, an employee of the Company or one of its subsidiaries (the "Employee"). RECITALS A. The Company and Employee are parties _____________ Bombay Company, Inc. – used in this Agreement but not defined herein shall have the meanings given to them under the Employment Agreement. B. The Company desires to carry out the purposes of The Bombay Company, Inc. 1996 Long Term Incentive Stock Plan (the "Plan") and the Employment Agreement by affording Employee the opportunity to obtain Shares in accordance with the terms of this Agreement. AGREEMENT _____________ BOMBAY COMPANY, INC. – shall control. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written. THE BOMBAY COMPANY, INC. By: /S/MICHAEL J. VEITENHEIMER Michael J. Veitenheimer Vice President, Secretary and General Counsel Accepted and Agreed: /S/JAMES D. CARREKER Date: AUGUST 20, 2003 James D. Carreker {/TEXT} {/ _____________ dt 1444248 ;	James D. Carreker
Preview Full Doc	2003	Employee Award Agreement Employee Award Agreement (14K) Doc #177250: Click preview link for longer preview. EMPLOYEE AWARD AGREEMENT NON-QUALIFIED AND INCENTIVE STOCK OPTIONS PURSUANT TO THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN This Award Agreement (the "Agreement") is made effective as of the 3rd day of June, 2003, between THE BOMBAY COMPANY, INC., a Delaware corporation (the "Company"), and JAMES D. CARREKER, an employee of the Company or one of its subsidiaries (the "Employee"). RECITALS A. The Company and Employee are parties to that certain Employment Agreement, dated August 20, 2003 (the Employment Agreement"), whereby Employee may from time to time receive option grants to purchase shares of the Company's $1.00 par value common stock (the "Shares"). Capitalized terms used in this Agreement but not defined herein shall have the meanings given to them under the Employment Agreement. B. The Company desires to carry out the purposes of The Bombay Company, Inc. 1996 Long Term Incentive Stock Plan (the "Plan") by affording Employee the opportunity to purchase Shares in accordance with the terms of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Grant of Award. The Company hereby grants to Employee the right and option (the "Option" or the "Award") to purchase an aggregate of 400,000 Shares (the "Option Shares"), such Shares being subject to adjustment as provided in paragraph 8 hereof, and on the terms and conditions herein set forth. Of the Shares granted pursuant to this Option, 32,502 Shares are granted as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (an "Incentive Stock Option"), and such Shares are referred to herein as "ISO Shares." The remaining 367,498 Option Shares are granted as a Non-Qualified Option (a "Non-Qualified Option"), and such Shares are referred to herein as "NQO Shares." 177250	Bombay Bombay Company, Inc. ( Specialty ) As referenced in this Employee Award Agreement: BOMBAY COMPANY, INC. – EX-10 {SEQUENCE}5 {FILENAME}ex10cjdcoption.txt {DESCRIPTION}EX 10 - EXEC STOCK OPTION AGREEMENT {TEXT} EXHIBIT 10(C) EMPLOYEE AWARD AGREEMENT NON-QUALIFIED AND INCENTIVE STOCK OPTIONS PURSUANT TO THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN This Award Agreement (the "Agreement") is made effective as of the 3rd day of June, 2003, between THE BOMBAY COMPANY, INC., a Delaware _____________ BOMBAY COMPANY, INC. – PURSUANT TO THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN This Award Agreement (the "Agreement") is made effective as of the 3rd day of June, 2003, between THE BOMBAY COMPANY, INC. , a Delaware corporation (the "Company"), and JAMES D. CARREKER, an employee of the Company or one of its subsidiaries (the "Employee"). RECITALS A. The Company and Employee are parties _____________ Bombay Company, Inc. – used in this Agreement but not defined herein shall have the meanings given to them under the Employment Agreement. B. The Company desires to carry out the purposes of The Bombay Company, Inc. 1996 Long Term Incentive Stock Plan (the "Plan") by affording Employee the opportunity to purchase Shares in accordance with the terms of this Agreement. AGREEMENT NOW THEREFORE, in consideration _____________ BOMBAY COMPANY, INC. – shall control. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the date first above written. THE BOMBAY COMPANY, INC. By: /S/ MICHAEL J. VEITENHEIMER Michael J. Veitenheimer, Vice President, Secretary and General Counsel Accepted and Agreed: /S/ JAMES D. CARREKER Date: AUGUST 20, 2003 James D. Carreker {/TEXT} {/ _____________ dt 1444249 ;	James D. Carreker
Preview Full Doc	2003	Restricted Stock Award Agreement Restricted Stock Award Agreement (21K) Doc #177531: Click preview link for longer preview. RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the "Agreement") made as of February 2, 2003 by and between Foot Locker, Inc., a New York corporation with its principal office located at 112 West 34th Street, New York, New York 10120 (the "Company") and Matthew D. Serra (the "Executive"). On November 20, 2002, the Compensation and Management Resources Committee of the Board of Directors of the Company approved the grant to the Executive effective February 2, 2003 (the "Date of Grant") of an award of 240,000 shares of Restricted Stock, 140,000 shares granted under the 1995 Stock Option and Award Plan (the "1995 Plan") and 100,000 shares granted under the 1998 Stock Option and Award Plan (the "1998 Plan"; the 1995 Plan and the 1998 Plan being hereinafter referred to as the "Plans") , subject to the terms of the Plans and the restrictions set forth in this Agreement. 1. Grant of Shares The Company is transferring to the Executive 240,000 shares of validly issued Common Stock of the Company, par value $.01 per share (the "Restricted Stock"). Such shares are fully paid and nonassessable and upon transfer shall be validly issued and outstanding. The shares are subject to certain restrictions pursuant to Section 3 hereof, which restrictions shall expire as provided in Section 3.3 hereof. 2. Restrictions on Transfer The Employee shall not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Stock, except as set forth in this Agreement. Any attempted sale, transfer, pledge, hypothecation, assignment or other disposition of the shares in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue "stop transfer" instructions to its transfer agent. 3. Restricted Stock 3.1 Deposit of Certificates. The Executive will deposit with and deliver to the Company the stock certificate or certificates representing the Restricted Stock, each duly endorsed in blank or accompanied by stock powers duly executed in blank. In the event the Executive receives a stock dividend on the Restricted Stock or the Restricted Stock is split or the Executive receives any other shares, securities, monies, or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock or any part thereof, or resulting from a split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Executive in respect of the Restricted Stock (collectively the "RS Property"), the Executive will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions, including that of this Section 3.1, as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "Restricted Stock." 3.2 Rights with Regard to the Restricted Stock. The Restricted Stock has been transferred from either the Company's treasury or newly issued stock and, therefore, upon delivery to the Executive will constitute issued and outstanding shares of Common Stock for all corporate purposes. From and after the date of transfer, the Executive will have the right to vote the Restricted Stock, to receive and retain all regular cash dividends payable to record holders of Common Stock on and after the transfer of the Restricted Stock (although such dividends shall be treated, to the extent required by law, as additional compensation for tax purposes if paid on Restricted Stock), and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to the Restricted Stock, with the exceptions that (i) the Executive will not be entitled to delivery of the stock certificate or certificates representing the Restricted Stock until the restriction period shall have expired and unless all other vesting requirements with respect thereto shall have been 177531	Foot Locker, Inc. Foot Locker, Inc. ( Apparel ) As referenced in this Restricted Stock Award Agreement: Foot Locker, Inc – EXHIBIT 10.22 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the "Agreement") made as of February 2, 2003 by and between Foot Locker, Inc ., a New York corporation with its principal office located at 112 West 34th Street, New York, New York 10120 (the "Company") and _____________ FOOT LOCKER, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. FOOT LOCKER, INC . By:/s/ Laurie Petrucci ---------------------------- Senior Vice President /s/ Matthew D. Serra ---------------------------- Matthew D. Serra ACKNOWLEDGMENT STATE OF NEW YORK ) ) s.s.: COUNTY _____________ dt 507753 ;	Matthew D. Serra
Preview Full Doc	2003	Restricted Stock Unit Award Agreement Restricted Stock Unit Award Agreement (21K) Doc #177579: Click preview link for longer preview. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of October 20, 1997, is entered into between SUPERVALU INC., a Delaware corporation (the "Company"), and Jeffrey Noddle, a key employee of the Company (the "Participant"). The Company, pursuant to its 1993 Stock Plan (the "Plan"), desires to carry out the purpose of the Plan by awarding to the Participant Restricted Stock Units, representing the right to receive shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock"), subject to the terms and conditions contained in this Agreement and in the Plan. Terms used in this Agreement which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. Accordingly, in consideration of the premises and the agreements contained herein, the parties hereto hereby agree as follows: 1. Grant of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to the Participant 30,000 Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, subject to the terms and conditions contained herein (the "Restricted Stock Units"). 2. Rights of the Participant with Respect to Restricted Stock Units The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested in accordance with Section 3 hereof. The Participant shall not be entitled to any rights of a stockholder of the Company's Common Stock solely by reason of this award of Restricted Stock Units. Neither the Participant nor the Participant's legal representatives shall have any of the rights and privileges of a stockholder of the Company with respect to shares of Common Stock issuable in payment of the Restricted Stock Units unless and until certificates for such shares shall have been issued pursuant to Section 4 hereof. 3. Vesting; Forfeiture (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in installments on the dates and in the amounts shown below if the Participant remains continuously employed by the Company or a subsidiary of the Company until such date. 177579	SUPERVALU SUPERVALU Inc. ( Grocery ) As referenced in this Restricted Stock Unit Award Agreement: SUPERVALU INC – TYPE}EX-10.27 {SEQUENCE}13 {FILENAME}dex1027.txt {DESCRIPTION}RESTRICTED STOCK UNIT AWARD AGREEMENT FOR JEFFREY NODDLE {TEXT} {PAGE} EXHIBIT 10.27 SUPERVALU INC . 1993 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of October 20, 1997, _____________ SUPERVALU INC – RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of October 20, 1997, is entered into between SUPERVALU INC ., a Delaware corporation (the "Company"), and Jeffrey Noddle, a key employee of the Company (the "Participant"). The Company, pursuant to its 1993 _____________ SUPERVALU INC – or any provision hereof. IN WITNESS WHEREOF, the Company and the Participant have signed this Agreement as of the date first above written. SUPERVALU INC . By: /s/ Michael W. Wright --------------------- Its: Chairman and CEO PARTICIPANT /s/ Jeffrey Noddle ------------------ Jeffrey Noddle -7- {/TEXT} {/DOCUMENT} _____________ dt 151756 ;	Jeffrey Noddle
Preview Full Doc	2003	Restricted Stock Award Agreement for Executive Officers Restricted Stock Award Agreement for Executive Officers (18K) Doc #177908: Click preview link for longer preview. WHITEHALL JEWELLERS, INC. RESTRICTED STOCK AWARD AGREEMENT FOR EXECUTIVE OFFICERS Whitehall Jewellers, Inc, a Delaware corporation (the "Company"), hereby grants to HUGH M. PATINKIN (the "Holder") as of JANUARY 28, 2003 (the "Grant Date"), pursuant to the provisions of the Company's 1997 Long-Term Incentive Plan (the "Plan"), a restricted stock award (the "Award) of 10,000 shares of the Company's Common Stock, $.001 par value ("Stock"), upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder shall (a) accept this Agreement by executing it in the space provided below and returning it to the Company and (b) execute and return one or more irrevocable stock powers to facilitate the transfer to the Company (or its assignee or nominee) of all or a portion of the shares subject to the Award, if shares are forfeited pursuant to Paragraph 4 hereof or if required under applicable laws or regulations. As soon as practicable after the Holder has executed this Agreement and such stock power or powers and returned the same to the Company, the Company shall cause to be issued in the Holder's name a stock certificate or certificates representing the total number of shares of Stock subject to the Award. 2. Rights as a Stockholder. The Holder shall have the right to vote the shares of Stock subject to the Award and to receive dividends and other distributions thereon unless and until, and only to the extent, such shares are forfeited pursuant to Paragraph 4 hereof; provided, however, that a dividend or other distribution with respect shares of Stock (including, without limitation, a stock dividend or stock split), other than a regular cash dividend, shall be delivered to the Company (and the Holder shall, if requested by the Company, execute and return one or more irrevocable stock powers related thereto) and shall be subject to the same restrictions as the shares of Stock with respect to which such dividend or other distribution was made. 3. Custody and Delivery of Certificates Representing Shares. The Company shall hold the certificate or certificates representing the shares of Stock subject to the Award until such Award shall have vested, in whole or in part, pursuant to Paragraph 4 hereof, and the Company shall as soon thereafter as practicable, subject to Section 6.3, deliver the certificate or certificates for the vested shares to the Holder and destroy the stock power or powers relating to the vested shares. If such stock power or powers also relates to unvested shares, the Company may require, as a condition precedent to delivery of any certificate pursuant to this Section 3, the execution and delivery to the Company of one or more stock powers relating to such unvested shares. 4. Restriction Period and Vesting. (a) The Award shall vest (i) with respect to one-third of the aggregate number of shares of Stock subject to the Award on each anniversary of the Grant Date during the years 2004 through 2006, inclusive, or (ii) earlier (x) pursuant to Section 4(b) hereof, (y) upon any termination of the Holder's employment with the Company unless such termination of employment constitutes a "Nonqualifying Termination," as such term is defined in the Holder's Severance Agreement with the Company dated MAY 7, 1996 (the "Severance Agreement"), or (z) upon a "Change in Control" as that term is defined in the Severance Agreement (the "Restriction Period"). 177908	Whitehall Whitehall Jewellers, Inc. ( Specialty ) As referenced in this Restricted Stock Award Agreement for Executive Officers: WHITEHALL JEWELLERS, INC. – {DOCUMENT} {TYPE}EX-11 {SEQUENCE}5 {FILENAME}c74746a3exv11.txt {DESCRIPTION}RESTRICTED STOCK AWARD AGREEMENT {TEXT} {PAGE} EXHIBIT 11 WHITEHALL JEWELLERS, INC. RESTRICTED STOCK AWARD AGREEMENT FOR EXECUTIVE OFFICERS Whitehall Jewellers, Inc, a Delaware corporation (the "Company"), hereby grants to HUGH M. PATINKIN (the "Holder") as of JANUARY 28, 2003 (the " _____________ Whitehall Jewellers, Inc, – {DOCUMENT} {TYPE}EX-11 {SEQUENCE}5 {FILENAME}c74746a3exv11.txt {DESCRIPTION}RESTRICTED STOCK AWARD AGREEMENT {TEXT} {PAGE} EXHIBIT 11 WHITEHALL JEWELLERS, INC. RESTRICTED STOCK AWARD AGREEMENT FOR EXECUTIVE OFFICERS Whitehall Jewellers, Inc, a Delaware corporation (the "Company"), hereby grants to HUGH M. PATINKIN (the "Holder") as of JANUARY 28, 2003 (the "Grant Date"), pursuant to the provisions of the Company's _____________ Whitehall Jewellers, Inc. – in accordance with this Agreement or the Plan. 7.3. Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Whitehall Jewellers, Inc. , 155 North Wacker Drive, Chicago, IL 60606, Attention: Secretary, and if to the Holder, to HUGH M. PATINKIN, WHITEHALL JEWELLERS, INC., 155 NORTH WACKER DRIVE, CHICAGO, IL 60606. All _____________ WHITEHALL JEWELLERS, INC. – Agreement shall be made, if to the Company, to Whitehall Jewellers, Inc., 155 North Wacker Drive, Chicago, IL 60606, Attention: Secretary, and if to the Holder, to HUGH M. PATINKIN, WHITEHALL JEWELLERS, INC. , 155 NORTH WACKER DRIVE, CHICAGO, IL 60606. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery to _____________ WHITEHALL JEWELLERS, INC. – 5. Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument. WHITEHALL JEWELLERS, INC. By: /s/ John R. Desjardins ---------------------- Name: John R. Desjardins Title: Executive Vice President Accepted this 6th day of February, 2003. /s/ Hugh M. Patinkin --------------------- HUGH M. PATINKIN 5 {/TEXT} {/ _____________ dt 1455936 ;	Hugh M. Patinkin
Preview Full Doc	2003	Restricted Stock Unit Award Agreement Restricted Stock Unit Award Agreement (12K) Doc #177909: Click preview link for longer preview. AMAZON.COM, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TO: <<Participant>> To encourage your continued employment with Amazon.com, Inc. (the Company) or its Subsidiaries, you have been granted this restricted stock unit award (the Award) pursuant to the Companys 1997 Stock Incentive Plan (the Plan). The Award represents the right to receive shares of Common Stock of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this Agreement). The terms of the Award are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan. The most important terms of the Award are summarized as follows: 1. Award Date: 2. Number of Restricted Stock Units Subject to this Award: 3. Vesting Base Date: 4. Vesting Schedule: The Award will vest according to the following schedule: Period of Participants Continuous Employment From the Vesting Base Date Percent of Total Award That is Vested [Optional: Notwithstanding the foregoing, if at any time you become an officer required to file reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, then with respect to any part of this Award that is then unvested, vesting shall in addition be contingent on and subject to satisfaction of such performance criteria for such performance period as the Plan Administrator shall establish with specific reference to this Award, and this Award shall be cancelled without the issuance of Common Stock if and to the extent any such performance criteria are not satisfied.] 177909	Amazon.com Amazon.com, Inc. ( Specialty ) As referenced in this Restricted Stock Unit Award Agreement: AMAZON.COM, INC. – THE SHARES ISSUABLE UPON VESTING OF THIS AWARD WILL NOT BE RELEASED TO YOU UNTIL ALL APPLICABLE WITHHOLDING TAXES HAVE BEEN COLLECTED FROM YOU OR HAVE OTHERWISE BEEN PROVIDED FOR. AMAZON.COM, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TO: <<Participant>> To encourage your continued employment with Amazon.com, Inc. (the Company) or its Subsidiaries, you have been granted _____________ Amazon.com, Inc. – BEEN COLLECTED FROM YOU OR HAVE OTHERWISE BEEN PROVIDED FOR. AMAZON.COM, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TO: <<Participant>> To encourage your continued employment with Amazon.com, Inc. (the Company) or its Subsidiaries, you have been granted this restricted stock unit award (the Award) pursuant to the Companys 1997 Stock Incentive Plan (the Plan). The Award represents _____________ AMAZON.COM, INC. – sign and return this Agreement, the Company is not obligated to provide you any benefit hereunder and may refuse to issue shares to you under this Award. Very truly yours, AMAZON.COM, INC. By: Name: Title: ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of (state, or country if other than U.S.), accept and agree to the terms of the Restricted Stock Unit _____________ dt 1542079
Preview Full Doc	2003	Restricted Stock Unit Award Agreement Restricted Stock Unit Award Agreement (9K) Doc #177910: Click preview link for longer preview. AMAZON.COM, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TO: <<Participant>> To encourage your continued service as a member of the Board of Directors of Amazon.com, Inc. (the Company), you have been granted this restricted stock unit award (the Award) pursuant to the Companys 1997 Stock Incentive Plan (the Plan). The Award represents the right to receive shares of Common Stock of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this Agreement). The terms of the Award are . . . 177910	Amazon.com Amazon.com, Inc. ( Specialty ) As referenced in this Restricted Stock Unit Award Agreement: AMAZON.COM, INC. – exv10w13 EX-10.13 7 v87419orexv10w13.htm EXHIBIT 10.13 EXHIBIT 10.13 AMAZON.COM, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TO: <<Participant>> To encourage your continued service as a member of the Board of Directors of Amazon.com, Inc. (the _____________ Amazon.com, Inc. – 10.13 AMAZON.COM, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TO: <<Participant>> To encourage your continued service as a member of the Board of Directors of Amazon.com, Inc. (the Company), you have been granted this restricted stock unit award (the Award) pursuant to the Companys 1997 Stock Incentive Plan (the Plan). The Award represents the right to _____________ AMAZON.COM, INC. – Award Agreement. Please acknowledge your acceptance of the terms and conditions of the Award by signing the original of this Agreement and returning it to the Company. Very truly yours, AMAZON.COM, INC. By: Name: Title: Page 4 ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of (state, or country if other than U.S.), accept the Restricted Stock Unit Award described in this _____________ dt 1542080
Preview Full Doc	2003	Restricted Stock Award Agreement Restricted Stock Award Agreement (24K) Doc #177926: Click preview link for longer preview. BARNEYS NEW YORK, INC. RESTRICTED STOCK AWARD AGREEMENT FEBRUARY 2, 2003 SECTION 1. GRANT OF STOCK AWARD. (a) STOCK AWARD. On the terms and conditions set forth in this Agreement, Barneys New York, Inc. ("COMPANY") hereby grants to Howard Socol ("Grantee") a restricted stock award equal to 200,000 shares of common stock ("GRANTED SHARES"), par value $.01 per share, of the Company upon the terms set forth herein. (b) DEFINED TERMS. Capitalized terms not otherwise defined herein (including Section 7 hereof) shall have the meaning set forth in the Employment Agreement dated January 8, 2001, as amended as of December 2, 2002, between the Company and Grantee ("EMPLOYMENT AGREEMENT"). SECTION 2. ISSUANCE OF SHARES (a) STOCK CERTIFICATES. The Company shall cause to be issued a certificate or certificates for the Granted Shares representing this award, registered in the name of the Grantee. (b) STOCKHOLDER RIGHTS. Until such time as the Company exercises the Right of Repurchase, the Grantee (or any successor in interest) shall have all the rights of a stockholder (including, without limitation, voting, dividend and liquidation rights) with respect to the Granted Shares, subject, however, to the restrictions of this Agreement. (c) ESCROW. For so long as Granted Shares are subject to the Right of Repurchase, the Company shall cause such certificate or certificates to be deposited in escrow. The Grantee shall deliver to the Company a duly-executed blank stock power (in the form attached hereto as Exhibit A). All regular cash dividends paid on Granted Shares shall be held in escrow and shall be paid to the Grantee as the Restricted Shares are no longer subject to the Right of Repurchase. Granted Shares together with any other assets or securities held in escrow hereunder, shall be (i) surrendered to the Company for repurchase and cancellation upon the Company's exercise of its Right of Repurchase, or (ii) released to the Grantee to the extent the Granted Shares are not Restricted Shares. In any event, all Granted Shares which have vested (and any other vested assets and securities attributable thereto) shall be released promptly following the date the Grantee's Service terminates. Any new, substituted or additional securities or other property described in Sections 4(e) and 5(e) below shall be immediately delivered to the Company to be held in escrow, but only to the extent the related Shares are at the time Restricted Shares. (d) SECTION 83(B) ELECTION. Section 83 of the Code provides that the Grantee is not subject to federal income tax until the Right of Repurchase with respect to the Granted Shares lapses. If the Grantee chooses, the Grantee may make an election under Section 83(b) of the Code, which would cause the Grantee to recognize income in the amount of the Fair Market Value of the Granted Shares 177926	Barneys Barneys New York, Inc. ( Apparel ) As referenced in this Restricted Stock Award Agreement: BARNEYS NEW YORK, INC. – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}jd2-6_ex5.txt {DESCRIPTION}5 {TEXT} Exhibit 5 BARNEYS NEW YORK, INC. RESTRICTED STOCK AWARD AGREEMENT FEBRUARY 2, 2003 SECTION 1. GRANT OF STOCK AWARD. (a) STOCK AWARD. On the terms and conditions set forth in this Agreement, Barneys New York, _____________ Barneys New York, Inc. – BARNEYS NEW YORK, INC. RESTRICTED STOCK AWARD AGREEMENT FEBRUARY 2, 2003 SECTION 1. GRANT OF STOCK AWARD. (a) STOCK AWARD. On the terms and conditions set forth in this Agreement, Barneys New York, Inc. ("COMPANY") hereby grants to Howard Socol ("Grantee") a restricted stock award equal to 200,000 shares of common stock ("GRANTED SHARES"), par value $.01 per share, of the Company _____________ BARNEYS NEW YORK, INC. – shall mean any person to whom the Grantee has directly or indirectly transferred any Granted Share. This Agreement has been executed as of the day and year first above written. BARNEYS NEW YORK, INC. By: /s/ Marc H. Perlowitz -------------------------------- Name: Marc H. Perlowitz Title: Executive Vice President /s/ Howard Socol ------------------------------- HOWARD SOCOL 6 {PAGE} EXHIBIT A STOCK POWER FOR VALUE RECEIVED the undersigned _____________ Barneys New York, Inc. – Name: Marc H. Perlowitz Title: Executive Vice President /s/ Howard Socol ------------------------------- HOWARD SOCOL 6 {PAGE} EXHIBIT A STOCK POWER FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Barneys New York, Inc. (the "Company"),________________________________________________ (_________________) shares of the common stock, par value $.01 per share, of the Company standing in his name on the books of the Company represented by _____________ Barneys New York, Inc. – New York Social Security Number: --------------------------------------------- (2) The property with respect to which the election is being made is _________ shares of the common stock, par value $.01 per share, of Barneys New York, Inc. (3) The property was issued on February 2, 2003. (4) The taxable year in which the election is being made is the calendar year 2003. (5) The property is _____________ dt 1506224 ;	Howard Socol
Preview Full Doc	2003	Restricted Stock Award Agreement Restricted Stock Award Agreement (22K) Doc #241171: Click preview link for longer preview. RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the "Agreement") made as of September 11, 2003 by and between Foot Locker, Inc., a New York corporation with its principal office located at 112 West 34th Street, New York, New York 10120 (the "Company") and Matthew D. Serra (the "Executive"). On September 11, 2003, the Compensation and Management Resources Committee of the Board of Directors of the Company approved the grant to the Executive, effective September 11, 2003 (the "Date of . . . 241171	Foot Locker, Inc. Foot Locker, Inc. ( Apparel ) As referenced in this Restricted Stock Award Agreement: Foot Locker, Inc – PAGE} EXHIBIT 10 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the "Agreement") made as of September 11, 2003 by and between Foot Locker, Inc ., a New York corporation with its principal office located at 112 West 34th Street, New York, New York 10120 (the "Company") and _____________ FOOT LOCKER, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. FOOT LOCKER, INC . By: /s/ Laurie Petrucci ---------------------- Senior Vice President 4 {PAGE} /s/ Matthew D. Serra ---------------------- Matthew D. Serra ACKNOWLEDGMENT STATE OF NEW YORK ) ) s. _____________ dt 507754
Preview Full Doc	2003	Restricted Stock Unit Award Agreement Restricted Stock Unit Award Agreement (21K) Doc #310551: Click preview link for longer preview. SUPERVALU INC. 1993 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of October 20, 1997, is entered into between SUPERVALU INC., a Delaware corporation (the "Company"), and Jeffrey Noddle, a key employee of the Company (the "Participant"). The Company, pursuant to its 1993 Stock Plan (the "Plan"), desires to carry out the purpose of the Plan by awarding to the Participant Restricted Stock Units, representing the right to receive shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock"), subject to the terms and conditions contained in this Agreement and in the Plan. Terms used in this Agreement which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. Accordingly, in consideration of the premises and the agreements contained herein, the parties hereto hereby agree as follows: 1. Grant of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to the Participant 30,000 Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, subject to the terms and conditions contained herein (the "Restricted Stock Units"). 2. Rights of the Participant with Respect to Restricted Stock Units The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested in accordance with Section 3 hereof. The Participant shall not be entitled to any rights of a stockholder of the Company's Common Stock solely by reason of this award of Restricted Stock Units. Neither the Participant nor the Participant's legal representatives shall have any of the rights and privileges of a stockholder of the Company with respect to shares of Common Stock issuable in payment of the Restricted Stock Units unless and until certificates for such shares shall have been issued pursuant to Section 4 hereof. 3. Vesting; Forfeiture (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in installments on the dates and in the amounts shown below if the Participant remains continuously employed by the Company or a subsidiary of the Company until such date. -1- {PAGE} Percentage of Date Restricted Stock Units Vested Participant's 56th Birthday 71% Participant's 57th Birthday 86% Participant's 58th Birthday 100% (b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions contained herein, upon the date of the consummation of a "Change of Control" as defined in the Change of Control Severance Agreement, dated April 10, 1990, or any successor agreement thereto, between the Company and the Participant (the "Severance Agreement"), prior to any termination of the Participant's employment with the Company or a subsidiary of the Company, all of the Restricted Stock Units granted to the Participant pursuant to this Agreement shall vest immediately. (c) Upon the Participant's termination of employment with the Company or a subsidiary of the Company, any Restricted Stock Units that have not vested pursuant to the vesting provisions set forth in either Section 3(a) or 3(b) above shall be forfeited and all associated rights shall lapse without value. (d) Subject to the terms and conditions of this Agreement, if the Participant dies before reaching age sixty (60), the Participant's legal representatives, beneficiaries or heirs, as the case may be, shall be entitled to the Restricted Stock Units that have vested pursuant to Section 3(a) or 3(b) above prior to the date of such death, but any Restricted Stock Units that have not so vested by such date shall be forfeited and all associated rights shall lapse without value. 4. Payment of Restricted Stock Units; Issuance of Shares (a) If all or a portion of the Restricted Stock Units vest pursuant to Section 3(a) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit that has vested pursuant to Section 3(a) above on the later of the following dates (the "Payment Date"): (i) the date the Participant reaches age 60; and (ii) the first anniversary of the date of the Participant's termination of employment with the Company or a subsidiary of the Company or the 30th day following the date of the Participant's death, if earlier. Promptly following the Payment Date, the Company shall cause to be issued one or more stock certificates, registered in the name of the Participant, evidencing the shares issued in payment of the Restricted Stock Units. -2- {PAGE} (b) If the Restricted Stock Units vest pursuant to Section 3(b) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit granted to the 310551	SUPERVALU SUPERVALU Inc. ( Grocery ) As referenced in this Restricted Stock Unit Award Agreement: SUPERVALU INC – TYPE}EX-10.27 {SEQUENCE}13 {FILENAME}dex1027.txt {DESCRIPTION}RESTRICTED STOCK UNIT AWARD AGREEMENT FOR JEFFREY NODDLE {TEXT} {PAGE} EXHIBIT 10.27 SUPERVALU INC . 1993 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of October 20, 1997, _____________ SUPERVALU INC – RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of October 20, 1997, is entered into between SUPERVALU INC ., a Delaware corporation (the "Company"), and Jeffrey Noddle, a key employee of the Company (the "Participant"). The Company, pursuant to its 1993 _____________ SUPERVALU INC – or any provision hereof. IN WITNESS WHEREOF, the Company and the Participant have signed this Agreement as of the date first above written. SUPERVALU INC . By: /s/ Michael W. Wright --------------------- Its: Chairman and CEO PARTICIPANT /s/ Jeffrey Noddle ------------------ Jeffrey Noddle -7- {/TEXT} {/DOCUMENT} _____________ dt 311356
Preview Full Doc	2001	Restricted Stock Unit Award Agreement Restricted Stock Unit Award Agreement (21K) Doc #310603: Click preview link for longer preview. SUPERVALU INC. 1993 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of June 28, 2000, is entered into between SUPERVALU INC., a Delaware corporation (the "Company"), and David L. Boehnen, a key employee of the Company (the "Participant"). The Company, pursuant to its 1993 Stock Plan (the "Plan"), desires to carry out the purpose of the Plan by awarding to the Participant Restricted Stock Units, representing the right to receive shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock"), subject to the terms and conditions contained in this Agreement and in the Plan. Terms used in this Agreement which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. Accordingly, in consideration of the premises and the agreements contained herein, the parties hereto hereby agree as follows: 1. Grant of Restricted Stock Units ------------------------------- The Company, effective as of the date of this Agreement, hereby grants to the Participant Thirty Thousand (30,000) Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, subject to the terms and conditions contained herein (the "Restricted Stock Units"). 2. Rights of the Participant with Respect to Restricted Stock Units ---------------------------------------------------------------- The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested in accordance with Section 3 hereof. The Participant shall not be entitled to any rights of a stockholder of the Company's Common Stock solely by reason of this award of Restricted Stock Units. Neither the Participant nor the Participant's legal representatives shall have any of the rights and privileges of a stockholder of the Company with respect to shares of Common Stock issuable in payment of the Restricted Stock Units unless and until certificates for such shares shall have been issued pursuant to Section 4 hereof. 3. Vesting; Forfeiture ------------------- (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in installments on the dates and in the amounts shown below if the Participant remains continuously employed by the Company or a subsidiary of the Company until such date. -1- {PAGE} Percentage of Date Restricted Stock Units Vested ---- ----------------------------- June 28, 2004 33 1/3% June 28, 2005 66 2/3% June 28, 2006 100 % (b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions contained herein, upon the date of the consummation of a "Change of Control" as defined in the Change of Control Severance Agreement, dated February 12, 1999, or any successor agreement thereto, between the Company and the Participant (the "Severance Agreement"), prior to any termination of the Participant's employment with the Company or a subsidiary of the Company, all of the Restricted Stock Units granted to the Participant pursuant to this Agreement shall vest immediately. (c) Upon the Participant's termination of employment with the Company or a subsidiary of the Company, any Restricted Stock Units that have not vested pursuant to the vesting provisions set forth in either Section 3(a) or 3(b) above shall be forfeited and all associated rights shall lapse without value. (d) Subject to the terms and conditions of this Agreement, if the Participant dies before reaching age sixty-two (62), the Participant's legal representatives, beneficiaries or heirs, as the case may be, shall be entitled to the Restricted Stock Units that have vested pursuant to Section 3(a) or 3(b) above prior to the date of such death, but any Restricted Stock Units that have not so vested by such date shall be forfeited and all associated rights shall lapse without value. 4. Payment of Restricted Stock Units; Issuance of Shares ----------------------------------------------------- (a) If all or a portion of the Restricted Stock Units vest pursuant to Section 3(a) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit that has vested pursuant to Section 3(a) above on the later of the following dates (the "Payment Date"): (i) the date the Participant reaches age 62; and (ii) the first anniversary of the date of the Participant's termination of employment with the Company or a subsidiary of the Company or the 30th day following the date of the Participant's death, if earlier. -2- {PAGE} Promptly following the Payment Date, the Company shall cause to be issued one or more stock certificates, registered in the name of the Participant, evidencing the shares issued in payment of the Restricted Stock Units. 310603	SUPERVALU SUPERVALU Inc. ( Grocery ) As referenced in this Restricted Stock Unit Award Agreement: SUPERVALU INC – TYPE}EX-10.26 {SEQUENCE}3 {FILENAME}dex1026.txt {DESCRIPTION}STOCK UNIT AWARD AGREEMENT FOR DAVID L. BOEHNEN {TEXT} {PAGE} Exhibit 10.26 SUPERVALU INC . 1993 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of June 28, 2000, _____________ SUPERVALU INC – RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of June 28, 2000, is entered into between SUPERVALU INC ., a Delaware corporation (the "Company"), and David L. Boehnen, a key employee of the Company (the "Participant"). The Company, pursuant to its _____________ SUPERVALU INC – or any provision hereof. IN WITNESS WHEREOF, the Company and the Participant have signed this Agreement as of the date first above written. SUPERVALU INC . By: /s/ Ronald C. Tortelli ------------------------------ Senior Vice President, Its: Human Resources ------------------------------ PARTICIPANT /s/ David L. Boehnen ---------------------------------- David L. Boehnen -7- {/TEXT} {/DOCUMENT} _____________ dt 311440
Preview Full Doc	2001	Restricted Stock Unit Award Agreement Restricted Stock Unit Award Agreement (21K) Doc #310604: Click preview link for longer preview. SUPERVALU INC. 1993 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of June 28, 2000, is entered into between SUPERVALU INC., a Delaware corporation (the "Company"), and Pamela K. Knous, a key employee of the Company (the "Participant"). The Company, pursuant to its 1993 Stock Plan (the "Plan"), desires to carry out the purpose of the Plan by awarding to the Participant Restricted Stock Units, representing the right to receive shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock"), subject to the terms and conditions contained in this Agreement and in the Plan. Terms used in this Agreement which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. Accordingly, in consideration of the premises and the agreements contained herein, the parties hereto hereby agree as follows: 1. Grant of Restricted Stock Units ------------------------------- The Company, effective as of the date of this Agreement, hereby grants to the Participant Thirty Thousand (30,000) Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, subject to the terms and conditions contained herein (the "Restricted Stock Units"). 2. Rights of the Participant with Respect to Restricted Stock Units ---------------------------------------------------------------- The rights of the Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested in accordance with Section 3 hereof. The Participant shall not be entitled to any rights of a stockholder of the Company's Common Stock solely by reason of this award of Restricted Stock Units. Neither the Participant nor the Participant's legal representatives shall have any of the rights and privileges of a stockholder of the Company with respect to shares of Common Stock issuable in payment of the Restricted Stock Units unless and until certificates for such shares shall have been issued pursuant to Section 4 hereof. 3. Vesting; Forfeiture ------------------- (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in installments on the dates and in the amounts shown below if the Participant remains continuously employed by the Company or a subsidiary of the Company until such date. -1- {PAGE} Percentage of Date Restricted Stock Units Vested ---- ----------------------------- June 28, 2005 33 1/3% June 28, 2006 66 2/3% June 28, 2007 100% (b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions contained herein, upon the date of the consummation of a "Change of Control" as defined in the Change of Control Severance Agreement, dated February 12, 1999, or any successor agreement thereto, between the Company and the Participant (the "Severance Agreement"), prior to any termination of the Participant's employment with the Company or a subsidiary of the Company, all of the Restricted Stock Units granted to the Participant pursuant to this Agreement shall vest immediately. (c) Upon the Participant's termination of employment with the Company or a subsidiary of the Company, any Restricted Stock Units that have not vested pursuant to the vesting provisions set forth in either Section 3(a) or 3(b) above shall be forfeited and all associated rights shall lapse without value. (d) Subject to the terms and conditions of this Agreement, if the Participant dies before reaching age fifty-seven (57), the Participant's legal representatives, beneficiaries or heirs, as the case may be, shall be entitled to the Restricted Stock Units that have vested pursuant to Section 3(a) or 3(b) above prior to the date of such death, but any Restricted Stock Units that have not so vested by such date shall be forfeited and all associated rights shall lapse without value. 4. Payment of Restricted Stock Units; Issuance of Shares ----------------------------------------------------- (a) If all or a portion of the Restricted Stock Units vest pursuant to Section 3(a) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit that has vested pursuant to Section 3(a) above on the later of the following dates (the "Payment Date"): (i) the date the Participant reaches age 57; and (ii) the first anniversary of the date of the Participant's termination of employment with the Company or a subsidiary of the Company or the 30th day following the date of the Participant's death, if earlier. -2- {PAGE} Promptly following the Payment Date, the Company shall cause to be issued one or more stock certificates, registered in the name of the Participant, evidencing the shares issued in payment of the Restricted Stock Units. 310604	SUPERVALU SUPERVALU Inc. ( Grocery ) As referenced in this Restricted Stock Unit Award Agreement: SUPERVALU INC – TYPE}EX-10.27 {SEQUENCE}4 {FILENAME}dex1027.txt {DESCRIPTION}STOCK UNIT AWARD AGREEMENT FOR PAMELA K. KNOUS {TEXT} {PAGE} Exhibit 10.27 SUPERVALU INC . 1993 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of June 28, 2000, _____________ SUPERVALU INC – RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of June 28, 2000, is entered into between SUPERVALU INC ., a Delaware corporation (the "Company"), and Pamela K. Knous, a key employee of the Company (the "Participant"). The Company, pursuant to its _____________ SUPERVALU INC – or any provision hereof. IN WITNESS WHEREOF, the Company and the Participant have signed this Agreement as of the date first above written. SUPERVALU INC . By: /s/ Ronald C. Tortelli ---------------------------------- Senior Vice President, Its: Human Resources ---------------------------------- PARTICIPANT /s/ Pamela K. Knous -------------------------------------- Pamela K. Knous -7- {/TEXT} {/DOCUMENT} _____________ dt 311443
Preview Full Doc	2005	Deferred Share Award Deferred Share Award (10K) Doc #1041849: Click preview link for longer preview. THE HOME DEPOT, INC. NONEMPLOYEE DIRECTOR DEFERRED SHARE AWARD (<DATE> award; shares) This Deferred Share Award (the Award) is made as of the <DAY> day of <MONTH>, <YEAR> by THE HOME DEPOT, INC., a Delaware corporation (the Company) to <NONEMPLOYEE DIRECTORS NAME> (Director). W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan (the Plan) which is administered by the Leadership Development and Compensation Committee of the Companys Board of Directors (the Committee); and WHEREAS, Director is a member of the Board of Directors (the Board) eligible to receive grants of Awards under the Plan; and WHEREAS, the Board has approved the grant to Director of this award of deferred shares under the terms of the Plan representing Directors annual stock retainer for service on the Board (the Award) and to promote Directors long-term interests in the success of the Company; and WHEREAS, to comply with the terms of the Plan and to further the interests of the Company and Director, the Company herein sets forth the terms of such award in writing, as follow; 1. Stock Award. The Company hereby grants to Director an award of shares of the $.05 par value common stock of the Company, subject to the conditions set forth herein. Such shares are hereinafter referred to as the Deferred Shares. 2. Delivery of Shares. A stock certificate representing the Deferred Shares shall be transferred to Director on or as soon as practicable after the earlier of (i) the date on which Director ceases to be a member of the Board by reason of his or her death, retirement or disability as defined by Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the Code); or (ii) the first anniversary of the date on which Director ceases to be a member of the Board for any reason other than death, retirement or disability as defined by Code Section 409A(a)(2)(C) ; or (iii) the date on which the Director ceases to be a member of the Board in connection with a Change in Control of the Company (as defined in Section 7); service terminations within six (6) months before or after the occurrence of a Change in Control shall be deemed to be in connection with a Change in Control. For purposes of this Award, Director shall be considered to have retired if he or she does not seek reelection to the Board due to any Company policy imposing a maximum age for service on the Board or a maximum length of service on the Board. 1041849	Home Depot Home Depot, Inc. ( Retail ) As referenced in this Deferred Share Award: HOME DEPOT, INC – Form of Deferred Share Award (Nonemployee Directors) EX-10.2 3 dex102.htm FORM OF DEFERRED SHARE AWARD (NONEMPLOYEE DIRECTORS) Exhibit 10.2 THE HOME DEPOT, INC . NONEMPLOYEE DIRECTOR DEFERRED SHARE AWARD (<DATE> award; shares) This Deferred Share Award (the Award) is made as of the <DAY> day of <MONTH>, & _____________ HOME DEPOT, INC – AWARD (<DATE> award; shares) This Deferred Share Award (the Award) is made as of the <DAY> day of <MONTH>, <YEAR> by THE HOME DEPOT, INC ., a Delaware corporation (the Company) to <NONEMPLOYEE DIRECTORS NAME> (Director). W I T N E S S E T H: WHEREAS, the Company has adopted The Home _____________ Home Depot, Inc – DEPOT, INC., a Delaware corporation (the Company) to <NONEMPLOYEE DIRECTORS NAME> (Director). W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc . 2005 Omnibus Stock Incentive Plan (the Plan) which is administered by the Leadership Development and Compensation Committee of the Companys Board of Directors (the Committee); and WHEREAS, Director is _____________ HOME DEPOT, INC – only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof. BOARD OF DIRECTORS OF THE HOME DEPOT, INC . By: Robert L. Nardelli, Chairman 4 _____________ dt 1412295
Preview Full Doc	2005	Deferred Share Award Deferred Share Award (23K) Doc #1041851: Click preview link for longer preview. DEFERRED SHARE AWARD ([DATE] Award For NUMBER Deferred Shares) This Deferred Share Award is made to [U.S. EXECUTIVE OFFICER NAME] this day of , 20 , by THE HOME DEPOT, INC., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan which is administered by the Committee; and WHEREAS, Executive is an officer and employee of the Company eligible to receive an award of Deferred Shares under the Plan; and WHEREAS, the Committee conducted its annual review of the Executives performance and compensation [ADD FOLLOWING FOR CEO AWARDS: and the independent members of the Companys Board of Directors approved] and approved equity awards for the Executive at its meeting, NOW, THEREFORE, the Committee makes an award of Deferred Shares under the Plan to Executive pursuant to the following terms and conditions: 1. Definitions. As used herein, the following terms shall be defined as set forth below: (a) Award means the Deferred Share Award to Executive, as set forth herein, and as may be amended as provided herein. (b) Board means the Companys Board of Directors. (c) Cause means that Executive has been convicted of a felony involving theft or moral turpitude, or engaged in conduct that constitutes willful gross neglect or willful gross misconduct with respect to Executives employment duties which results in material economic harm to the Company; provided, however, that for purposes of determining whether conduct constitutes willful gross misconduct, no act on Executives part shall be considered willful unless it is done by Executive in bad faith and without reasonable belief that his action was in the best interests of the Company; Cause shall not be deemed to exist for purposes of this Award unless: (1) a determination that Cause exists is made and approved by the Board, (2) Executive is given at least thirty (30) days written notice of the Board meeting called to make such determination, and (3) Executive and his legal counsel are given the opportunity to address such meeting. (d) Change in Control means the occurrence of any of the following events: (1) any person (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), excluding for this purpose, (A) the Company or any subsidiary of the Company, or (B) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan which acquires beneficial ownership of voting securities of the Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than twenty percent (20%) of the combined voting power of the Companys then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or (2) during any two (2) consecutive years (not including any period beginning before the Grant Date, individuals who at the beginning of such two (2) year period constitute the Board and any new director (except for a director designated by a person who has entered into an agreement with the Company to effect a transaction described elsewhere in this definition of Change in Control) whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority of the Board; or (3) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately before such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately before such Business Combination of the outstanding voting securities of the Company; or (4) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. 1041851	Home Depot Home Depot, Inc. ( Retail ) As referenced in this Deferred Share Award: HOME DEPOT, INC – Exhibit 10.3 DEFERRED SHARE AWARD ([DATE] Award For NUMBER Deferred Shares) This Deferred Share Award is made to [U.S. EXECUTIVE OFFICER NAME] this day of , 20 , by THE HOME DEPOT, INC ., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan which is _____________ Home Depot, Inc – OFFICER NAME] this day of , 20 , by THE HOME DEPOT, INC., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc . 2005 Omnibus Stock Incentive Plan which is administered by the Committee; and WHEREAS, Executive is an officer and employee of the Company eligible to receive an award of Deferred _____________ Home Depot, Inc – of the Company. (e) Code means the Internal Revenue Code of 1986, as amended. (f) Committee means the Leadership Development and Compensation Committee of the Board. (g) Company means The Home Depot, Inc ., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339. (h) Competitor means any company or entity in the home improvement industry engaged in any way _____________ Home Depot, Inc – Deferred Shares vest, or such earlier date as may be designated by the Company in order to satisfy the deferral election requirements of Code Section 409A. (p) Plan means The Home Depot, Inc . 2005 Omnibus Stock Incentive Plan, as amended from time to time. 3 (q) Retirement means termination of employment with the Company and its subsidiaries on or after Executives attainment _____________ Home Depot, Inc – any manner it deems necessary to cause the Award to comply with the applicable requirements of Section 409A. The undersigned, Chair of the Leadership Development and Compensation Committee of The Home Depot, Inc . Board of Directors, has executed this Award [INSERT FOLLOWING FOR CEO AWARDS: at the direction of the independent members of the Board of Directors] effective as of [INSERT EFFECTIVE _____________ dt 1412296
Preview Full Doc	2005	Deferred Share Award Deferred Share Award (19K) Doc #1041854: Click preview link for longer preview. DEFERRED SHARE AWARD ( [date] Award For Deferred Shares) This Deferred Share Award is made to [CANADIAN OFFICER] this day of , 20 , by THE HOME DEPOT, INC., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan which is administered by the Committee; and WHEREAS, Executive is an officer and employee of the Company and its subsidiaries eligible to receive an award of Deferred Shares under the Plan; and WHEREAS, the Committee conducted its review of Executives performance and compensation and approved equity awards for the Executive at its meeting, NOW, THEREFORE, the Committee makes an award of Deferred Shares under the Plan to Executive pursuant to the following terms and conditions: 1. Definitions. As used herein, the following terms shall be defined as set forth below: (a) Award means the Deferred Share Award to Executive, as set forth herein, and as may be amended as provided herein. (b) Board means the Companys Board of Directors. (c) Company means The Home Depot, Inc., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339. (d) Cause means that Executive has been convicted of a felony involving theft or moral turpitude, or engaged in conduct that constitutes willful gross neglect or willful gross misconduct with respect to Executives employment duties which results in material economic harm to the Company or its subsidiaries; provided, however, that for purposes of determining whether conduct constitutes willful gross misconduct, no act on Executives part shall be considered willful unless it is done by Executive in bad faith and without reasonable belief that the action was in the best interests of the Company and its subsidiaries; Cause shall not be deemed to exist for purposes of this Award unless a determination that Cause exists is made and approved by the Committee and such determination shall be final and binding upon all parties. (e) Change in Control means the occurrence of any of the following events: (1) any person (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), excluding for this purpose, (A) the Company or any subsidiary of the Company, or (B) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan which acquires beneficial ownership of voting securities of the Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than twenty percent (20%) of the combined voting power of the Companys then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or (2) during any two (2) consecutive years (not including any period beginning before the Grant Date, individuals who at the beginning of such two (2) year period constitute the Board and any new director (except for a director designated by a person who has entered into an agreement with the Company to effect a transaction described elsewhere in this definition of Change in Control) whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority of the Board; or (3) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately before such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately before such Business Combination of the outstanding voting securities of the Company; or (4) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. 1041854	Home Depot Home Depot, Inc. ( Retail ) As referenced in this Deferred Share Award: HOME DEPOT, INC – SHARE AWARD (CANADA OFFICERS) Exhibit 10.4 DEFERRED SHARE AWARD ( [date] Award For Deferred Shares) This Deferred Share Award is made to [CANADIAN OFFICER] this day of , 20 , by THE HOME DEPOT, INC ., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan which is _____________ Home Depot, Inc – CANADIAN OFFICER] this day of , 20 , by THE HOME DEPOT, INC., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc . 2005 Omnibus Stock Incentive Plan which is administered by the Committee; and WHEREAS, Executive is an officer and employee of the Company and its subsidiaries eligible to receive an _____________ Home Depot, Inc – the Deferred Share Award to Executive, as set forth herein, and as may be amended as provided herein. (b) Board means the Companys Board of Directors. (c) Company means The Home Depot, Inc ., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339. (d) Cause means that Executive has been convicted of a felony involving theft or moral turpitude, _____________ Home Depot, Inc – upon a third physician within thirty (30) days, such third physician shall be designated by the American Arbitration Association. (k) Grant Date means [INSERT GRANT DATE] (l) Plan means The Home Depot, Inc . 2005 Omnibus Stock Incentive Plan, as amended from time to time. (m) Retirement means termination of employment with the Company and its subsidiaries on or after Executives attainment of _____________ HOME DEPOT, INC – Officer of the Company, has executed this Award [FOR EXECUTIVE OFFICERS: at the direction of the Leadership Development and Compensation Committee of the Board of Directors] effective as of . THE HOME DEPOT, INC . By: Robert L. Nardelli Chairman, President & CEO 7 _____________ dt 1412297
Preview Full Doc	2005	Deferred Share Award Deferred Share Award (20K) Doc #1041902: Click preview link for longer preview. DEFERRED SHARE AWARD ( [DATE] AWARD FOR _______ DEFERRED SHARES) This Deferred Share Award is made to [CANADIAN OFFICER] this ____ day of ____________, 20____, by THE HOME DEPOT, INC., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan which is administered by the Committee; and WHEREAS, Executive is an officer and employee of the Company and its subsidiaries eligible to receive an award of Deferred Shares under the Plan; and WHEREAS, the Committee conducted its review of Executive's performance and compensation and approved equity awards for the Executive at its __________ meeting, NOW, THEREFORE, the Committee hereby makes an award of Deferred Shares under the Plan to Executive pursuant to the following terms and conditions: 1. Definitions. As used herein, the following terms shall be defined as set forth below: (a) "Award" means the Deferred Share Award to Executive, as set forth herein, and as may be amended as provided herein. (b) "Board" means the Company's Board of Directors. (c) "Company" means The Home Depot, Inc., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339. (d) "Cause" means that Executive has been convicted of a felony involving theft or moral turpitude, or engaged in conduct that constitutes willful gross neglect or willful gross misconduct with respect to Executive's employment duties which results in material economic harm to the Company or its subsidiaries; provided, however, that for purposes of determining whether conduct constitutes willful gross misconduct, no act on Executive's part shall be considered "willful" unless it is done by Executive in bad faith and without reasonable belief that her action was in the best interests of the Company and its subsidiaries; Cause shall not be deemed to exist for purposes of this Award unless a determination that Cause exists is made and approved by the Committee and such determination shall be final and binding upon all parties. (e) "Change in Control" means the occurrence of any of the following events: (1) any "person" (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding for this purpose, (A) the Company or any subsidiary of the Company, or (B) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or <PAGE> pursuant to the terms of any such plan which acquires beneficial ownership of voting securities of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than twenty percent (20%) of the combined voting power of the Company's then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or (2) during any two (2) consecutive years (not including any period beginning before the Grant Date, individuals who at the beginning of such two (2) year period constitute the Board and any new director (except for a director designated by a person who has entered into an agreement with the Company to effect a transaction described elsewhere in this definition 1041902	Home Depot Home Depot, Inc. ( Retail ) As referenced in this Deferred Share Award: HOME DEPOT, INC – gt; EXHIBIT 10.2 DEFERRED SHARE AWARD ( [DATE] AWARD FOR _______ DEFERRED SHARES) This Deferred Share Award is made to [CANADIAN OFFICER] this ____ day of ____________, 20____, by THE HOME DEPOT, INC ., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan which is _____________ Home Depot, Inc – this ____ day of ____________, 20____, by THE HOME DEPOT, INC., a Delaware corporation. W I T N E S S E T H: WHEREAS, the Company has adopted The Home Depot, Inc . 1997 Omnibus Stock Incentive Plan which is administered by the Committee; and WHEREAS, Executive is an officer and employee of the Company and its subsidiaries eligible to receive an _____________ Home Depot, Inc – Deferred Share Award to Executive, as set forth herein, and as may be amended as provided herein. (b) "Board" means the Company's Board of Directors. (c) "Company" means The Home Depot, Inc ., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339. (d) "Cause" means that Executive has been convicted of a felony involving theft or moral turpitude, _____________ Home Depot, Inc – upon a third physician within thirty (30) days, such third physician shall be designated by the American Arbitration Association. (k) "Grant Date" means [INSERT GRANT DATE] (l) "Plan" means The Home Depot, Inc . 1997 Omnibus Stock Incentive Plan, as amended from time to time. (m) "Retirement" means termination of employment with the Company and its subsidiaries on or after Executive's attainment _____________ HOME DEPOT, INC – executed this Award [FOR EXECUTIVE OFFICERS: at the direction of the Leadership 6 <PAGE> Development and Compensation Committee of the Board of Directors] effective as of _______________. THE HOME DEPOT, INC . By: ---------------------------------------- Robert L. Nardelli Chairman, President & CEO 7 </TEXT> </DOCUMENT> _____________ dt 1412298 ;	Lowe's Lowe's Companies, Inc. ( Retail ) As referenced in this Deferred Share Award: Lowe's Companies, Inc – with the Company in the home improvement industry specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, franchisees, or successors in interest: Lowe's Companies, Inc . (including, but not limited to, Eagle Hardware and Garden); Sears (including, but not limited to, Orchard Supply and Hardware Company); Wal-Mart; Rona; Kent; Canadian Tire and Menard, Inc. ( _____________ dt 1502748
Preview Full Doc	2006	Performance Share Unit Award Agreement Performance Share Unit Award Agreement (9K) Doc #1114129: Click preview link for longer preview. Nordstrom, Inc. 2004 Equity Incentive Plan performance share unit award agreement AN AWARD FOR PERFORMANCE SHARE UNITS for the number of shares of Common Stock (hereinafter the "Unit") as noted in your Notice of Award of Performance Share Units (the "Notice"), of Nordstrom, Inc., a Washington Corporation (the "Company"), is hereby granted to the "Unit holder" on the date set forth in your Notice. The Unit is subject to the terms, definitions and provisions of the Nordstrom, Inc. 2004 Equity Incentive Plan (the "Plan") adopted by the . . . 1114129	Nordstrom Nordstrom, Inc. ( Apparel ) As referenced in this Performance Share Unit Award Agreement: Nordstrom, Inc – EX-10 2 ni8kex101a.txt Exhibit 10.1 Nordstrom, Inc . 2004 Equity Incentive Plan performance share unit award agreement AN AWARD FOR PERFORMANCE SHARE UNITS for the number of shares of Common Stock (hereinafter the "Unit") as noted in _____________ Nordstrom, Inc – AWARD FOR PERFORMANCE SHARE UNITS for the number of shares of Common Stock (hereinafter the "Unit") as noted in your Notice of Award of Performance Share Units (the "Notice"), of Nordstrom, Inc ., a Washington Corporation (the "Company"), is hereby granted to the "Unit holder" on the date set forth in your Notice. The Unit is subject to the terms, definitions and _____________ Nordstrom, Inc – Corporation (the "Company"), is hereby granted to the "Unit holder" on the date set forth in your Notice. The Unit is subject to the terms, definitions and provisions of the Nordstrom, Inc . 2004 Equity Incentive Plan (the "Plan") adopted by the Company and approved by its shareholders, which is incorporated in this agreement. Each vested Unit is equal in value to _____________ dt 1719724
Preview Full Doc	2005	Performance Share Unit Award Agreement Performance Share Unit Award Agreement (8K) Doc #1114250: Click preview link for longer preview. Nordstrom, Inc. 2004 Equity Incentive Plan performance share unit award agreement 05 AN AWARD FOR PERFORMANCE SHARE UNITS for the number of shares of Common Stock (hereinafter the "Unit") as noted in your Notice of Award of Performance Share Units (the "Notice"), of Nordstrom, Inc., a Washington Corporation (the "Company"), is hereby granted to the "Unit holder" on the date set forth in your Notice. The Unit is subject to the terms, definitions and provisions of the Nordstrom, Inc. 2004 Equity Incentive Plan (the "Plan") adopted by the Company . . . 1114250	Nordstrom Nordstrom, Inc. ( Apparel ) As referenced in this Performance Share Unit Award Agreement: Nordstrom, Inc – EX-10 5 niex8k102b.txt FY05 PSU AGREEMENT Exhibit 10.2 Nordstrom, Inc . 2004 Equity Incentive Plan performance share unit award agreement 05 AN AWARD FOR PERFORMANCE SHARE UNITS for the number of shares of Common Stock (hereinafter the "Unit") as noted _____________ Nordstrom, Inc – AWARD FOR PERFORMANCE SHARE UNITS for the number of shares of Common Stock (hereinafter the "Unit") as noted in your Notice of Award of Performance Share Units (the "Notice"), of Nordstrom, Inc ., a Washington Corporation (the "Company"), is hereby granted to the "Unit holder" on the date set forth in your Notice. The Unit is subject to the terms, definitions and _____________ Nordstrom, Inc – Corporation (the "Company"), is hereby granted to the "Unit holder" on the date set forth in your Notice. The Unit is subject to the terms, definitions and provisions of the Nordstrom, Inc . 2004 Equity Incentive Plan (the "Plan") adopted by the Company and approved by its shareholders, which is incorporated in this agreement. Each vested Unit is equal in value to _____________ dt 1719726

Page 1 of 51 2 3 4 5