This excerpt taken from the ALG 8-K filed May 13, 2009.
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the Award Agreement) is made and entered into as of ________________, 20___ (the Date of Grant), by and between Alamo Group Inc., a Delaware corporation (the Company), and __________________ (the Grantee). Capitalized terms not defined herein shall have the meaning ascribed to them in the Companys 2009 Equity Incentive Plan (the Plan).
1. Notice of Restricted Stock Unit Grant. Pursuant to the Plan, the Committee has determined that the Grantee is to be granted Restricted Stock Units (the Award), subject to the terms and conditions set forth in the Plan and herein, and hereby grants such Restricted Stock Units.
2. Number of Restricted Stock Units. The Award hereby entitles the Grantee to _______ Restricted Stock Units (the Restricted Stock Units), with no purchase price to be payable by Grantee for such Restricted Stock Units.
3. Terms and Conditions of Award. The Award shall be subject to the following terms, conditions, and restrictions:
a. Awards. Grantee shall not be issued a share certificate for the Restricted Stock Units or receive compensation therefor unless and until such Restricted Stock Units have vested in accordance with Section 3(b) hereof.
b. Vesting. Subject to Section 3(c) and 3(d) hereof, the Grantee shall vest as to 25% of the total Restricted Stock Units on the first anniversary of the Date of Grant, and as to an additional 25% of the total Restricted Stock Units on each of the three succeeding anniversaries of the Date of Grant, provided that the Grantee has continuously been a Service Provider through each such date. Provided that the Grantee shall have complied with his or her obligations under Section 5 hereof, the Company will, as soon as practicable after the date on which such Restricted Stock Units vest, issue to the Grantee an amount of cash, stock certificates for Shares, or a combination of the foregoing (as determined by the Committee in its sole discretion) equal, per unit, to the Fair Market Value of a Share on the date on which such Restricted Stock Unit vests.
c. Termination of Relationship as a Service Provider. If the Grantee ceases to be a Service Provider for any reason before the Restricted Stock Units have vested, the Grantees rights to the unvested Restricted Stock Units shall be cancelled and the Grantee shall have no further rights thereto.
d. Change in Control. In the event of a Change in Control, all Restricted Stock Units shall immediately vest, unless the Award is either assumed or equitable substitution is made therefor.
e. No Ownership or Rights as a Stockholder. The Grantee shall not possess any incidents of ownership with respect to the Restricted Stock Units (and therefor the Grantee may not transfer such Restricted Stock Units) unless and until: (i) such Restricted Stock Units have vested pursuant to Section 3(b) hereof, and (ii) the Company has issued to the Grantee cash, Shares, or a combination thereof with respect to the Restricted Stock Units. The Grantee shall not possess any rights as a stockholder, shall not have the right to receive any dividends or distributions with respect to such Restricted Stock Units, and shall have no right to vote such Restricted Stock Units, unless and until: (i) such Restricted Stock Units have vested pursuant to Section 3(b) hereof, and (ii) the Company has issued to Grantee Shares at the Companys election, rather than cash, with respect to any of the Restricted Stock Units pursuant to Section 3(b) hereof.
4. Adjustments. This Award and all rights and obligations under this Award Agreement are subject to Section 9 of the Plan.
5. Tax Withholding and Obligations. Pursuant to Section 10 of the Plan, the Company has the right to require the Grantee to remit to the Company in cash an amount sufficient to satisfy any federal, local, state, foreign, or other tax withholding requirements related to the Award. With the approval of the Committee, the Grantee may satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering Shares, in each case, having a value equal to the aggregate required minimum tax withholding to be collected by the Company. Such Shares shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined. Fractional Share amounts shall be settled in cash.
6. Notices. Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be given by personal delivery, facsimile, first class mail, certified or registered with return receipt requested. Any notice required or permitted to be delivered hereunder shall be deemed to have been duly given on the date which it is personally delivered or, whether actually received or not, on the third business day after mailing or 24 hours after transmission by facsimile to the respective parties named below. Either party may change such partys address for notices by duly giving notice pursuant hereto.
If to the Company: Alamo Group Inc.
1627 East Walnut
Seguin, Texas 78155
Facsimile: (830) _________
If to the Grantee: ______________________
7. Agreement Not a Contract of Employment. Neither the Plan, the granting of the Award, the Award Agreement, nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to be employed by, or to provide services as a Service Provider to the Company or a Companys direct or indirect subsidiary.