exv10w2






Exhibit 10.2




Form of
Restricted Stock Agreement (2010 Time-based)




OM GROUP, INC.




2007 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AGREEMENT




          THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is dated as of the ___day of                      (being the grant date of this restricted stock award), between OM Group, Inc., a Delaware
corporation (“Company”), and                      (“Participant”).




          WHEREAS, the Company maintains the 2007 Incentive Compensation Plan (the “Plan”) for the
purpose of (i) motivating key personnel by means of incentive compensation, (ii) furthering the
identity of interests of participants with those of the stockholders of the Company through
ownership and performance of the common stock of the Company, and (iii) permitting the Company to
attract and retain key personnel and directors whose judgment is important to the successful
conduct of the business of the Company; and




          WHEREAS, pursuant to the terms of the Plan, the Compensation Committee may grant restricted
stock awards to key personnel of the Company and its subsidiaries and non-employee directors of the
Company; and




          WHEREAS, pursuant to the terms of the Plan, the terms, conditions and restrictions of each
restricted stock award are to be set forth in an award agreement; and




          WHEREAS, the Compensation Committee has determined that it is appropriate to grant Participant
an award under the Plan on the terms, conditions and restrictions provided in this Agreement.




          NOW, THEREFORE, the Company and the Participant agree as follows:




          1. Award of Restricted Stock.




          Subject to the terms, conditions and restrictions set forth in this Agreement, the Company
hereby grants to the Participant an award of                      shares of common stock of the Company (the
“Restricted Stock”) under the Plan.




          2. Restrictions on Transfer of Restricted Stock.




          The Participant shall not be entitled to sell, exchange, transfer, pledge, hypothecate, assign
or otherwise dispose of the Restricted Stock until such time that such Restricted Stock has vested
in accordance with this Agreement. Any attempted sale, exchange, transfer, pledge, hypothecation,
assignment or other disposition of such Restricted Stock 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.




 









 








          3. Issuance of Stock Certificate.




     The Company shall cause a certificate evidencing the Restricted Stock to be issued in the name
of the Participant following execution of this Agreement. Such certificate shall bear the
following legend, together with any other legend deemed necessary or desirable by the Company in
order to comply with applicable laws or to ensure the enforceability of the provisions of the Plan
or this Agreement:




	 	 	 	The sale or other transfer of the shares represented by this certificate
is subject to certain restrictions set forth in the Restricted Stock
Agreement between                      (the registered owner) and OM
Group, Inc., dated as of                     . A copy of such
restrictions may be obtained from the Secretary of OM Group, Inc.




Such stock certificate shall be held by the Company (or its designated agent) on behalf of the
Participant until such time as the Restricted Stock has vested or is forfeited in accordance with
this Agreement.




          4. Rights Relating to Restricted Stock.




          The Restricted Stock shall constitute issued and outstanding shares of common stock of the
Company, and the Participant shall be entitled to exercise voting rights pertaining to the
Restricted Stock. In the event dividends are paid by the Company with respect to its common stock
prior to such time as the Restricted Stock has vested in accordance with this Agreement, such
dividends shall be distributed to and held by the Company (or its designated agent) in the same
manner as the Restricted Stock and be distributed to the Participant upon vesting of the Restricted
Stock or forfeited in accordance with this Agreement. In the event that shares of common stock of
the Company or other securities are distributed to owners of outstanding common stock by reason of
a stock dividend, stock split, recapitalization or otherwise, such shares or securities received by
the Participant shall be encompassed within the term “Restricted Stock” for purposes of this
Agreement and the Participant shall deliver to the Company all such shares or securities received,
to be held by the Company on behalf of the Participant subject to the same restrictions as the
Restricted Stock.




          5. Vesting.





          5.1 Vesting Date; New Certificates.



               (a) The Restricted Stock granted to the Participant pursuant to this Agreement shall vest,
such that the restrictions set forth in this Agreement shall no longer be applicable and the
Restricted Stock shall no longer be subject to forfeiture as provided in this Agreement, on
                    
(the “Vesting Date”).



               (b) In the absence of a prior forfeiture of the Restricted Stock pursuant to this Agreement,
as promptly as practicable after the Vesting Date and compliance with Section 6 of



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this Agreement,
the Company shall cause a new certificate or certificates to be issued in the name of the
Participant, or the Participant’s designee, in exchange for the certificate for the Restricted
Stock that is described in Section 3 of this Agreement. Such new certificate shall not contain the
legend set forth in Section 3 of this Agreement but may contain any other legend the Company
believes is appropriate in order to comply with applicable securities law requirements.




          5.2 Accelerated Vesting upon Change in Control. Upon a Change in Control (as defined
in the Plan) of the Company prior to the Vesting Date, vesting of the Restricted Stock subject to
this Agreement shall be accelerated in accordance with the provisions of Section 25.3 of the Plan,
assuming the Participant is employed by the Company or any of its subsidiaries or is a non-employee
director of the Company at the time of such Change in Control.




          5.3 Pro Rata Vesting Due to Death or Disability. In the event the Participant ceases
to be employed by the Company or any of its subsidiaries or ceases to be a non-employee director of
the Company, in either case due to death or disability prior to the Vesting Date, a pro rata number
of shares of the Restricted Stock shall vest, as measured by the number of days in the period
commencing with the date of this grant and ending on the date of death or disability as compared to
the number of days in the period commencing with the date of this grant and ending on the Vesting
Date, with any fractional share rounded down to the nearest whole number. New certificate(s)
representing such pro rata number of vested shares shall be issued in accordance with Section
5.1(b) of this Agreement, except that such issuance shall occur reasonably promptly after any such
cessation of employment or non-employee directorship, as the case may be, and the provisions of
this Agreement shall otherwise apply to such vested shares. The balance of Restricted Stock
granted pursuant to this Agreement and not vested pursuant to this Section 5.3 shall be forfeited
without compensation or other consideration.




          5.4 Accelerated Vesting upon Retirement. In the event the Participant ceases to be
employed by the Company or any of its subsidiaries prior to the Vesting Date by reason of such
individual’s retirement in accordance with any retirement plan or policy of the Company or any of
its subsidiaries, all Restricted Stock granted pursuant to this Agreement shall vest upon such
retirement. New certificate(s) representing the vested shares shall be issued in accordance with
Section 5.1(b) of this Agreement, except that such issuance shall occur reasonably promptly after
any such retirement.




          5.5 Forfeiture upon Other Cessation of Employment or Non-employee Directorship. In
the event the Participant ceases to be employed by the Company or any of its subsidiaries or ceases
to be a non-employee director of the Company prior to the Vesting Date, in either case for any
reason other than death, disability or retirement, the Participant shall forfeit to the Company,
without compensation or any other consideration, all Restricted Stock that is granted pursuant to
this Agreement. For purposes of this Agreement, the Participant shall have ceased to be employed
by the Company or any of its subsidiaries or ceased to be a non-employee director of the Company
when the Participant no longer has the right or obligation to perform services in
such capacity, notwithstanding the continuation of any employment agreement for any other
purpose or the continuation of compensation or benefits under any such employment agreement or
otherwise.




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          6. Tax Provision. Participant agrees that, no later than the date upon which the
Restricted Stock becomes vested in accordance with this Agreement (or reasonably promptly after
vesting, in the event of death), the Participant (or the Participant’s representative) will pay to
the Company, or make arrangements satisfactory to the Company regarding payment of, any federal,
state or local taxes of any kind required by law to be paid and/or withheld with respect to such
Restricted Stock.




          7. Special Incentive Compensation.




          The Participant agrees that the award of the Restricted Stock under the Agreement is special
incentive compensation and that it, any dividends paid thereon (even if treated as compensation for
tax purposes) and any other property received on account of such Restricted Stock will not be taken
into account as “salary” or “compensation” or “bonus” in determining the amount of any payment
under any pension, retirement or profit-sharing plan of the Company or any life insurance,
disability or other benefit plan of the Company.




          8. Relationship to the Plan.




          This Agreement is subject to the terms of the Plan and any related administrative policies or
procedures adopted by the Company. If there is any inconsistency between this Agreement and the
Plan or any such administrative policies or procedures, the Plan and the policies or procedures, in
that order, shall govern.




          9. No Effect on Employment or Non-employee Director Relationship.




          This Agreement is not intended to have any effect upon Participant’s employment or
non-employee director relationship with the Company. Nothing in this Agreement shall interfere
with or affect the rights of the Company or the Participant under any employment agreement or
confer upon the Participant any right to continued employment or directorship with the Company.




          10. Transferability; Binding Effect.




          The rights of the Participant under this Agreement shall not be transferable except, in the
event of death, by will or by the laws of descent and distribution, provided that a transfer, assignment or division of the Participant’s rights and
interests under this Agreement may be made to a spouse or former
spouse in accordance with a domestic relations order or comparable
order applicable to the Participant, in which event such transferred, assigned or divided rights and interests shall remain subject to the provisions of this Agreement. Subject to the provisions of
the Plan, this Agreement shall inure to the benefit of and be binding upon the Participant and the
Company and their respective heirs, legal representatives, successors and assigns.




          11. Amendment.




          No amendment, modification, waiver or release of or under this Agreement will be effective
unless evidenced by an instrument in writing signed by each of the Company and the Participant.




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          12. Governing Law.




          This Agreement shall be governed by and construed in accordance with the laws of the State of
Ohio, without regard to principles of conflict of laws.




          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	OM GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	[Name]	 	 	 	 






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