EX-10 2 ex1020505.txt EXHIBIT 10.2 Exhibit 10.2 [FORM OF RESTRICTED STOCK AWARD, MEMBER OF BOARD] DELTA AND PINE LAND COMPANY RESTRICTED STOCK AWARD AGREEMENT 2005 OMNIBUS STOCK PLAN THIS STOCK AWARD is made as of __________ , 20__ (The "Grant date"), between Delta and Pine Land Company, a Delaware corporation ("DPL"), and __________ (the "Grantee"). THE PARTIES AGREE AS FOLLOWS: 1. Award of Restricted Stock. DPL hereby awards to Grantee Shares of DPL's Class A common stock , par value $0.10 per share (the "Restricted Stock"). This Stock Award is subject to all of the terms and conditions set forth herein and in the DPL 2005 Omnibus Stock Plan (the "Plan"), a copy of which is attached hereto and incorporated by reference. The Grantee acknowledges that he or she has read the Plan and agrees to be bound by its terms. Capitalized terms in this Restricted Stock award not defined herein have the same meanings as defined in the Plan. 2. Definitions. "Change in Control" means the occurrence of any of the following events: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of the combined voting power of the then outstanding voting securities of DPL entitled to vote generally in the election of Members of the Board (the "Outstanding DPL Voting Securities"); provided, however, that for purposes of this paragraph (a) (i) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by DPL; or (ii) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of paragraph (c) below shall not be deemed to be a Change in Control; or (b) Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Member of the Board subsequent to the date hereof whose election, or nomination for election, was approved by a vote of at least a majority of the Members of the Board then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Members of the Board or other actual or threatened solicitation of proxies or consents, by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of DPL (a "Business Combination"), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, of the then Outstanding DPL Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns DPL or all or substantially all of DPL's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding DPL Voting Securities (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of DPL or of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (3) individuals who were on the Incumbent Board continue to constitute at least a majority of the members of the board of directors of the corporation resulting from the Business Combination; provided, however, that any individual becoming a Member of the Board subsequent to the date hereof whose election, or nomination for election, was approved by a vote of at least a majority of the Members of the Board then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a Person other than the Board; or (d) Approval by the stockholders of DPL of a complete liquidation or dissolution of DPL. Notwithstanding the foregoing, in the case of an award which is subject to Code Section 409A, Change in Control shall have the meaning required by that Section to avoid adverse tax consequences to Grantee. "Disability" means the Optionee's 's permanent and total disability as determined by the Committee in accordance with non-discriminatory standards consistently applied. In the event the Option is subject to Code Section 409A, Disability shall mean an inability to engage in any substantial gainful activity by reason of any medically determinable physical of mental impairment which can be expected to result in death or can be expected to last for a continuous period of not fewer than twelve (12) months. 3. Transferability/Share Certificates. Grantee may assign the Restricted Stock, or any portion thereof, to a member(s) of Grantee's Immediate Family or to a Charitable Organization, each as defined in the Plan. The Restricted Stock may not otherwise be sold, pledged, assigned, or otherwise alienated or hypothecated until the Period of Restriction specified below has ended. The rights and protections of DPL hereunder shall extend to its successors, assigns and affiliates. Should the Grantee not be a Member of the Board of Directors (the "Board") of DPL on the dates specified for vesting of the Restricted Stock, except for certain circumstances specified below, the Restricted Stock shall be forfeited and returned to DPL's treasury. 4. Termination. Subject to earlier termination as provided in the Plan, this Stock Award will expire on [______________________], unless the Restricted Stock previously vested. Upon such date, the Restricted Stock, unless previously vested, shall be forfeited and returned to DPL's treasury. 5. Terms of the Plan. The Grantee understands that the Plan includes important terms and conditions that apply to this Stock Award. Those terms include (without limitation): important conditions to the right of the Grantee to receive the Shares without restrictions and early termination of the Stock Award following the occurrence of certain events. Not by way of limitation, Section 7.13 of the Plan contains important non-competition provisions which could result in the forfeiture of all or a portion of the Award granted hereunder. 6. Vesting Schedule/Period of Restriction. The Restricted Stock granted under this Award Agreement shall vest and the Period of Restriction for such Shares shall terminate as follows: ________________Shares shall vest on the [_______________anniversary of the Grant Date] OR [__________________, 20____], (ii) ________________Shares shall vest on the [_______________anniversary of the Grant Date] OR [__________________, 20____], (iii) ________________Shares shall vest on the [_______________anniversary of the Grant Date] OR [__________________, 20____], (iv) ________________Shares shall vest on the [_______________anniversary of the Grant Date] OR [__________________, 20____], and (v) ________________Shares shall vest on the [_______________anniversary of the Grant Date] OR [__________________, 20____]. If this Grant is subject to Code Section 409A, Grantee shall not be considered to have terminated service until there has occurred a separation from service as contemplated by such Section. If the Grantee is a Member of the Board on the date of a Change in Control, all Shares of Restricted Stock granted under the Award Agreement shall immediately vest and the Period of Restriction on such Shares shall immediately terminate. In the event Grantee suffers a Disability while serving as a Member of the Board, all Shares of Restricted Stock granted under the Award Agreement shall continue to vest according to the above schedule during the period of Disability. Notwithstanding the foregoing or any other provision of this Grant or the Plan, in the event that Grantee is a "specified employee" as contemplated by Code Section 409A, and if the Period of Restriction would otherwise lapse as a result of a separation from service, then such Period of Restriction shall instead lapse on the date which is six (6) months after the date of such separation from service. 7. Miscellaneous. This Stock Award (together with the Plan) sets forth the complete agreement of the parties concerning the subject matter hereof, superseding all prior agreements, negotiations and understandings. This Stock Award will be governed by the substantive law of the State of Delaware, and may be executed in counterparts. The Grantee understands that this Stock Award is subject to early termination as provided in the Plan. Grantee further understands that this Grant is subject to revision as deemed necessary or appropriate by DPL, in its sole discretion, to avoid adverse tax consequences under Code Section 409A. The parties hereby have entered into this Stock Award Agreement as of the date set forth above. Delta and Pine Land Company By: ________________________________ Title:_______________________________ "Grantee" ----------------------------------- Address: ----------------------------------- ----------------------------------- ----------------------------------- Attachment: 2005 Omnibus Stock Plan