Exhibit 10.9


 


Walter Industries, Inc.

Long-Term Incentive Award Plan

Restricted Stock Unit Award Agreement


 


THIS
AGREEMENT, effective as of the Date of Grant set forth below,
represents a grant of restricted stock units (“RSUs”) by Walter Industries,
Inc., a Delaware corporation (the “Company”), to the Participant named below,
pursuant to the provisions of the Amended 1995 Long-Term Incentive Stock Plan
of Walter Industries, Inc. (the “Plan”). You have been selected to receive a
grant of RSUs pursuant to the Plan, as specified below.


 


The Plan provides a
complete description of the terms and conditions governing the grant of RSUs.  If there is any inconsistency between the
terms of this Agreement and the terms of the Plan, the Plan’s terms shall
completely supersede and replace the conflicting terms of this Agreement.  All capitalized terms shall have the meanings
ascribed to them in the Plan, unless specifically set forth otherwise herein.


 


Participant:
«FirstName» «MI» «LastName»


 


Date of
Grant: << date>>


 


Number of
RSUs Granted: «RSU_Shares»


 


Purchase
Price: None


 


Annual
Share Price Targets:


 


	
  First Anniversary

  	
  $

  
	
  Second Anniversary

  	
  $

  
	
  Third Anniversary

  	
  $

  
	
  Fourth Anniversary

  	
  $

  
	
  Fifth Anniversary

  	
  $

  
	
  Sixth Anniversary

  	
  $

  
	
  Seventh Anniversary

  	
  $

  



 


The parties hereto agree
as follows:


 


1.                                      Employment
with the Company.  Except as may
otherwise be provided in Section 6, the RSUs granted hereunder are granted
on the condition that the Participant remains an Employee of the Company or its
Subsidiaries from the Date of Grant through (and including) the vesting date,
as set forth in Section 2 (referred to herein as the “Period of
Restriction”).


 


This grant of RSUs shall
not confer any right to the Participant (or any other Participant) to be
granted RSUs or other Awards in the future under the Plan.


 


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2.                                      Vesting.
 RSUs shall vest one hundred percent
(100%) at the end of the seventh anniversary following the Date of Grant;
provided, however, if the predetermined Annual Share Price Targets (as set
forth on page 1) are achieved and you remain employed by the Company, vesting
of the RSUs shall accelerate as follows:


 


(a)                                  Twenty-five
percent (25%) of the total number of RSUs granted shall vest on the first
anniversary of the Date of Grant (i.e., you must be employed by the Company on
such anniversary date and achieve the Annual Share Price Target to vest) if the
closing price of the Company’s stock is at least equal to <<  >>dollars and <<  >>cents
($  ) for any period of sixty (60) consecutive calendar days during
the calendar year preceding the first anniversary.


 


(b)                                 Fifty
percent (50%) of the total number of RSUs granted, less the number of any RSUs
previously vested, shall vest on the second anniversary of the Date of Grant
(i.e., you must be employed by the Company on such anniversary date and achieve
the Annual Share Price Target to vest) if the closing price of the Company’s
stock is at least equal to << >> dollars and << >>
cents ($   ) for any period of sixty (60) consecutive calendar
days preceding the second anniversary.


 


(c)                                  Seventy-five
percent (75%) of the total number of RSUs granted, less the number of any RSUs
previously vested, shall vest on the third anniversary of the Date of Grant
(i.e., you must be employed by the Company on such anniversary date and achieve
the Annual Share Price Target to vest) if the closing price of the Company’s
stock is at least equal to << >> dollars and << >>
cents ($   ) for any period of sixty (60) consecutive calendar
days preceding the third anniversary.


 


(d)                                 One
hundred percent (100%) of the total number of RSUs granted, less the number of
any RSUs previously vested, shall vest on the fourth anniversary of the Date of
Grant (i.e., you must be employed by the Company on such anniversary date and
achieve the Annual Share Price Target to vest) if the closing price of the
Company’s stock is at least equal to << >> dollars and
<< >> cents ($   ) for any period of sixty (60)
consecutive calendar days preceding the fourth anniversary.


 


(e)                                  One
hundred percent (100%) of the total number of RSUs granted, less the number of
any RSUs previously vested, shall vest at any time up to and including the
fifth anniversary of the Date of Grant if the closing price of the Company’s
stock is at least equal to << >> dollars and << >>
cents ($   ) for any period of sixty (60) consecutive calendar
days preceding the fifth anniversary.  Unless
otherwise elected in a properly executed Deferral Election Form, payout will
occur as soon as administratively feasible after fulfilling the Annual Share
Price Target goal.


 


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(f)                                    One
hundred percent (100%) of the total number of RSUs granted, less the number of
any RSUs previously vested, shall vest at any time up to and including the
sixth anniversary of the Date of Grant if the closing price of the Company’s
stock is at least equal to << >> dollars and << >>
cents ($   ) for any period of sixty (60) consecutive calendar
days preceding the sixth anniversary.  Unless
otherwise elected in a properly executed Deferral Election Form, payout will
occur as soon as administratively feasible after fulfilling the Annual Share
Price Target goal.


 


(g)                                 One
hundred percent (100%) of the total number of RSUs granted, less the number of
any RSUs previously vested, shall vest at any time up to and including the
seventh anniversary of the Date of Grant if the closing price of the Company’s
stock is at least equal to << >> dollars and << >>
cents ($   ) for any period of sixty (60) consecutive calendar
days preceding the seventh anniversary.  Unless
otherwise elected in a properly executed Deferral Election Form, payout will
occur as soon as administratively feasible after fulfilling the Annual Share
Price Target goal.


 


The following table summarizes
the vesting treatment of a hypothetical grant of 1,000 RSUs, based upon whether
or not annual Share Price Targets are achieved.


 


	
  Earliest Date on Which RSUs Vest

  	
   

  	
  Number of RSUs That Vest

  	
   

  
	
   

  	
  If Share Price

  Targets Achieved

  	
   

  	
  If Share Price

  Targets Not Achieved

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First anniversary of Date of Grant

  	
   

  	
  250

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Second anniversary of Date of Grant

  	
   

  	
  500 less RSUs
  previously vested

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Third anniversary of Date of Grant

  	
   

  	
  750 less RSUs
  previously vested

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourth anniversary of Date of Grant

  	
   

  	
  1,000 less RSUs
  previously vested

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifth anniversary of Date of Grant

  	
   

  	
  1,000 less RSUs
  previously vested

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixth anniversary of Date of Grant

  	
   

  	
  1,000 less RSUs
  previously vested

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seventh anniversary of Date of Grant

  	
   

  	
  1,000 less RSUs
  previously vested

  	
   

  	
  1,000

  	
   

  



 


3.                                      Timing
of Payout.  Payout of all RSUs shall
occur as soon as administratively feasible after vesting, unless a Participant
elects to defer the payout of RSUs upon vesting by completing in writing and
returning to the Company an irrevocable deferral election form within six (6)
months of the Date of Grant.


 


4.                                      Form
of Payout.  Vested RSUs will be paid
out solely in the form of shares of stock of the Company.


 


5.                                      Voting
Rights and Dividends.  Until such
time as the RSUs are paid out in shares of Company stock, the Participant shall
not have voting rights.  Further, no
dividends shall be paid on any RSUs.


 


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6.                                      Termination
of Employment.  In the event of the
Participant’s termination of employment with the Company or its Subsidiaries
for any reason during the Period of Restriction, all RSUs held by the
Participant at the time of employment termination and still subject to
the Period of Restriction shall be forfeited by the Participant to the
Company.  However, the Committee may, in
its sole discretion, vest all or any portion of the RSUs held by the
Participant.  For all previously vested
RSUs that have been properly deferred, payout shall occur upon the earlier to
occur of the elected deferred vesting date or the date of your employment
termination for any reason.


 


7.                                      Change
in Control.  Notwithstanding anything
to the contrary in this Agreement, in the event of a Change in Control of
the Company during the Period of Restriction and prior to the Participant’s
termination of employment, the Period of Restriction imposed on the RSUs shall
immediately lapse, with all such RSUs vesting subject to applicable federal and
state securities laws.


 


8.                                      Restrictions
on Transfer.  Unless and until actual
shares of stock of the Company are received upon payout, RSUs granted pursuant
to this Agreement may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated (a “Transfer”), other than by will or by the laws of
descent and distribution, except as provided in the Plan.  If any Transfer, whether voluntary or
involuntary, of RSUs is made, or if any attachment, execution, garnishment, or
lien shall be issued against or placed upon the RSUs, the Participant’s right
to such RSUs shall be immediately forfeited by the Participant to the Company,
and this Agreement shall lapse.


 


9.                                      Recapitalization.
 In the event of any change in the
capitalization of the Company such as a stock split or a corporate transaction
such as any merger, consolidation, separation, or otherwise, the number and
class of RSUs subject to this Agreement may be equitably adjusted by the
Committee, in its sole discretion, to prevent dilution or enlargement of rights.


 


10.                               Beneficiary
Designation.  The Participant may,
from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under this Agreement is to be
paid in case of his or her death before he or she receives any or all of such
benefit.  Each such designation shall
revoke all prior designations by the Participant, shall be in a form prescribed
by the Company, and will be effective only when filed by the Participant in
writing with the Secretary of the Company during the Participant’s lifetime.  In the absence of any such designation,
benefits remaining unpaid at the Participant’s death shall be paid to the
Participant’s estate.


 


11.                               Continuation
of Employment.  This Agreement shall
not confer upon the Participant any right to continue employment with the
Company or its Subsidiaries, nor shall this Agreement interfere in any way with
the Company’s or its Subsidiaries’ right to terminate
the Participant’s employment at any time.


 


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12.                               Miscellaneous.


 


(a)                                  This
Agreement and the rights of the Participant hereunder are subject to all the
terms and conditions of the Plan, as the same may be amended from time to time,
as well as to such rules and regulations as the Committee may adopt for
administration of the Plan.  The
Committee shall have the right to impose such restrictions on any shares
acquired pursuant to this Agreement, as it may deem advisable, including,
without limitation, restrictions under applicable federal securities laws,
under the requirements of any stock exchange or market upon which such shares
are then listed and/or traded, and under any blue sky or state securities laws
applicable to such shares.  It is
expressly understood that the Committee is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration of
the Plan and this Agreement, all of which shall be binding upon the
Participant.


 


(b)                                 The
Committee may terminate, amend, or modify the Plan; provided, however, that no
such termination, amendment, or modification of the Plan may in any material
way adversely affect the Participant’s rights under this Agreement, without the
written consent of the Participant.


 


(c)                                  The
Participant may elect, subject to any procedural rules adopted by the
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold and sell shares having an
aggregate Fair Market Value on the date the tax is to be determined, equal to
the amount required to be withheld.


 


The Company shall have the power and the right to
deduct or withhold from the Participant’s compensation, or require the
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes (including the Participant’s FICA obligation), domestic
or foreign, required by law to be withheld with respect to any payout to the
Participant under this Agreement.


 


(d)                                 The
Participant agrees to take all steps necessary to comply with all applicable
provisions of federal and state securities laws in exercising his or her rights
under this Agreement.


 


(e)                                  This
Agreement shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.


 


(f)                                    All
obligations of the Company under the Plan and this Agreement, with respect to
the RSUs, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.


 


(g)                                 To
the extent not preempted by federal law, this Agreement shall be governed by,
and construed in accordance with, the laws of the state of Delaware.


 


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IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed effective as of the Date of
Grant.


 


	
   

  	
  Walter
  Industries, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Chairman,
  President, and Chief

  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant

  
					



 


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