for Restricted Stock Agreements
1. Effective Date and Issuance of Restricted Stock.
If Grantee completes, signs, and returns the signature page of this Agreement
to the Corporation in Dallas County, Texas, U.S.A. on or before March 8, 2013,
this Agreement will become effective the date the Corporation receives and
accepts the signature page in Dallas County, Texas, U.S.A. After this
Agreement becomes effective, the Corporation will, subject to section 5, issue
to Grantee, on a restricted basis as explained below, the number of shares of
the Corporation's common stock specified on the signature page.
2. Conditions. If issued, the shares of
restricted stock will be subject to the provisions of this Agreement, and to
such regulations and requirements as the administrative authority of the
Program may establish from time to time. The shares will be issued only on the
condition that Grantee accepts such provisions, regulations, and requirements.
3. Restrictions and Risk of Forfeiture. During
the applicable restricted periods specified in section 4 of this Agreement,
(a) the shares under restriction may not be sold, assigned,
transferred, pledged, or otherwise disposed of or encumbered, and any attempt
to do so will be null and void; and
(b) the shares under restriction may be forfeited as provided in
4. Restricted Periods. The restricted periods
will commence at grant and, unless the shares have been forfeited earlier under
section 6, will expire as follows, whether or not Grantee is still an employee:
(a) with respect to 50% of the shares, on November 28, 2017; and
(b) with respect to the remaining shares, on the later to occur
(i) November 28, 2022, or
(ii) the first day of the calendar year immediately following the
year in which Grantee terminates;
(c) the restricted periods will automatically expire with respect
to all shares on the death of Grantee.
5. No Obligation to Issue Restricted Stock. The
Corporation will have no obligation to issue the restricted stock and will have
no other obligation to Grantee with respect to the subject matter of this
Agreement if Grantee fails to complete, sign, and return the signature page of
this Agreement on or before March 8, 2013. In addition, whether or not Grantee
has completed, signed, and returned the signature page, the Corporation will
have no obligation to issue the restricted stock and will have no other
obligation to Grantee with respect to the subject matter of this Agreement if,
before the shares are issued:
(a) Grantee terminates (other than by death) before standard
retirement time within the meaning of the Program, except to the extent the
administrative authority of the Program determines Grantee may receive
restricted stock under this Agreement; or
(b) Grantee is determined to have engaged in detrimental
activity within the meaning of the Program; or
(c) Grantee fails to provide the Corporation with cash for any
required taxes due at issuance of the shares, if Grantee is required to do so
under section 7.
6. Forfeiture of Shares After Issuance. Until
the applicable restricted period specified in section 4 has expired, the shares
under restriction will be forfeited or subject to forfeiture in the following
Grantee terminates (other than by death) before standard retirement time within
the meaning of the Program, all shares for which the applicable restricted
periods have not expired will be automatically forfeited and reacquired by the
Corporation as of the date of termination, except to the extent the
administrative authority determines Grantee may retain restricted stock issued
under this Agreement.
Grantee is determined to have engaged in detrimental activity within the
meaning of the Program, either before or after termination, all shares for
which the applicable restricted periods have not expired will be automatically
forfeited and reacquired by the Corporation as of the date of such
shares are subject to forfeiture in the discretion of the administrative
authority if Grantee attempts to sell, assign, transfer, pledge, or otherwise
dispose of or encumber them during the applicable restricted periods.
shares are subject to forfeiture in whole or in part as the administrative
authority deems necessary in order to comply with applicable law.
7. Taxes. Notwithstanding the restrictions on
transfer that otherwise apply, the Corporation in its sole discretion may
withhold shares, either at the time of issuance, at the time the applicable
restricted periods expire, or at any other time in order to satisfy any
required withholding, social security, and similar taxes or contributions
(collectively, "required taxes"). Withheld shares may be retained by
the Corporation or sold on behalf of Grantee. If the Corporation does not
withhold shares to satisfy required taxes, in the alternative the Corporation
may require Grantee to deposit with the Corporation cash in an amount
determined by the Corporation to be necessary to satisfy required taxes.
Notwithstanding any other provision of this Agreement, the Corporation will be
under no obligation to issue or deliver shares to Grantee if Grantee fails
timely to deposit such amount with the Corporation. The Corporation in its
sole discretion may also withhold any required taxes from dividends paid on the
8. Form of Shares. The shares will, upon
issuance, be registered in the name of Grantee. During the applicable
restricted periods, however, the shares will be held by or on behalf of the
Corporation. Shares under restriction may be held in certificated or book-entry
form as the administrative authority determines. Grantee agrees that the
Corporation may give stop transfer instructions to its transfer agent with
respect to shares subject to restriction and that, during the applicable
restricted period, any restricted shares issued in certificated form may bear
an appropriate legend noting the restrictions, risk of forfeiture, and
requirements regarding withholding taxes. If and when the applicable
restricted period expires with respect to any issued shares, subject to section
7, the Corporation will deliver those shares promptly after such expiration to
or for the account of Grantee free of restriction, either in certificated form
or by book-entry transfer in accordance with the procedures of the
administrative authority in effect at the time.
9. Shareholder Status. During the applicable
restricted periods, Grantee will have customary rights of a shareholder with
respect to the shares registered in Grantee's name, including the rights to
vote and to receive dividends on the shares, subject to the restrictions on
transfer, possible events of forfeiture, and potential dividend reinvestment
provided in this Agreement. However, before the shares are registered in
Grantee's name, Grantee will not be a shareholder of the Corporation and will
not be entitled to dividends with respect to those shares.
10. Change in Capitalization. If a stock split,
stock dividend, or other relevant change in capitalization of the Corporation
occurs, any resulting new shares or securities issued with respect to
previously issued shares that are still restricted under this Agreement will be
delivered to and held by or on behalf of the Corporation and will be subject to
the same provisions, restrictions, and requirements as those previously issued
11. Limits on the Corporation's Obligations.
Notwithstanding anything else contained in this Agreement, under no
circumstances will the Corporation be required to issue or deliver any shares
if doing so would violate any law or listing requirement that the
administrative authority determines to be applicable, or if Grantee has failed
to provide for required taxes pursuant to section 7.
12. Receipt or Access to Program. Grantee
acknowledges receipt of or access to the full text of the Program.
13. Appointment of Agent for Dividends. Grantee
appoints the Corporation to be Grantee's agent to receive for Grantee dividends
on shares based on record dates that occur while the shares are subject to
restriction under this Agreement. The Corporation will transmit such dividends,
net of required taxes pursuant to section 7, to or for the account of Grantee
in such manner as the administrative authority determines. Alternatively, the
administrative authority may determine to reinvest such dividends in additional
shares which will be held subject to all the terms and conditions otherwise
applicable to shares of restricted stock under this Agreement.
14. Electronic Delivery of Shareholder Communications.
The Corporation's proxy statement, annual report, and other shareholder
materials deliverable to Grantee with respect to shares issued under this
Agreement may be delivered to Grantee electronically, unless Grantee
specifically requests delivery in paper format. Such electronic delivery may
be accomplished by email transmission of the materials, or by email
notification to Grantee that the materials are available at a specified website
to which Grantee has access.
15. Addresses for Communications. To facilitate
communications regarding this Agreement and electronic delivery of shareholder
communications as provided in section 14, Grantee will provide Grantee's
current mailing and email addresses on the signature page of this Agreement and
agrees to notify the Corporation promptly of changes in such information in the
future. Communications to the Corporation in connection with this Agreement
should be directed to the Incentive Processing Office at the address given on
the signature page of this Agreement, or to such other address as the
Corporation may designate by further notice to Grantee.
16. Transfer of Personal Data. The administration
of the Program and this Agreement, including any subsequent ownership of
shares, involve the collection, use, and transfer of personal data about
Grantee between and among the Corporation, selected subsidiaries and other
affiliates of the Corporation, and third-party service providers such as Morgan
Stanley Smith Barney and Computershare (the Corporation's transfer agent), as
well as various regulatory and tax authorities around the world. This data
includes Grantee's name, age, date of birth, contact information, work
location, employment status, tax status, social security number, salary,
nationality, job title, share ownership, and details of incentive awards
granted, cancelled, vested or unvested, and related information. By accepting
this award, Grantee authorizes such collection, use, and transfer of this
data. Grantee may, at any time and without charge, view such data and require
necessary corrections to it. Such data will at all times be held in accordance
with applicable laws, regulations, and agreements.
17. No Employment Contract or Entitlement to Other or
Future Awards. This Agreement, the Corporation's incentive programs,
and Grantee's selection for incentive awards do not imply or form a part of any
contract or assurance of employment, and they do not in any way limit or
restrict the ability of Grantee's employer to terminate Grantee's employment.
Grantee acknowledges that the Corporation maintains and administers its
incentive programs entirely in its discretion and that Grantee is not entitled
to any other or future incentive awards of any kind in addition to those that
have already been granted.
18. Governing Law and Consent to Jurisdiction.
This Agreement and the Program are governed by the laws of the State of New
York without regard to any conflict of law rules. Any dispute arising out of
or relating to this Agreement or the Program may be resolved in any state or
federal court located within Dallas County, Texas, U.S.A. Grantee accepts that
venue and submits to the personal jurisdiction of any such court. Similarly,
the Corporation accepts such venue and submits to such jurisdiction.
19. Entire Agreement. This Agreement constitutes
the entire understanding between Grantee and the Corporation with respect to
the subject matter of this Agreement.