Exhibit 10.5


 


RESTRICTED STOCK AGREEMENT


 


REDDY ICE HOLDINGS, INC.

2005 LONG TERM INCENTIVE AND

SHARE AWARD PLAN, AS AMENDED


 


GRANTEE: [          ]


 


NO. OF SHARES: [          ]


 


This Agreement (the “Agreement”)
evidences the award of [          ]
restricted shares (each, an “Award Share,”
and collectively, the “Award Shares”)
of the common stock, $0.01 par value per share (“Common
Stock”), of Reddy Ice Holdings, Inc., a Delaware
corporation (the “Company”), granted to you, [          ], effective as of April 14,
2009 (the “Grant Date”), pursuant to the
Reddy Ice Holdings, Inc. 2005 Long Term Incentive and Share Award Plan, as
amended (the “Plan”) and conditioned upon
your agreement to the terms described below. 
All of the provisions of the Plan are expressly incorporated into this
Agreement.


 


1.             Terminology.  Unless otherwise provided in this Agreement,
capitalized words used herein are defined in the Glossary at the end of this
Agreement.


 


2.             Vesting.


 


(a)           All
of the Award Shares are nonvested and forfeitable as of the Grant Date.


 


(b)           So
long as your Service with the Company is continuous from the Grant Date through
the applicable date upon which vesting is scheduled to occur, 33.3% of the
Award Shares will vest and become nonforfeitable on January 1, 2010, 33.3%
of the Award Shares will vest and become nonforfeitable on January 1,
2011, and the remaining Award Shares will vest and become nonforfeitable on January 1,
2012, such that 100% of the Award Shares will be vested and nonforfeitable on January 1,
2012 (each a “Vesting Date”).  The extent to
which the Award Shares are vested and nonforfeitable as of a particular date is
rounded down to the nearest whole share. 
However, vesting and nonforfeitability is rounded up to 100% on the
final Vesting Date.


 


(c)           Unless
otherwise determined by the Committee, none of the Award Shares will become
vested and nonforfeitable after your Service with the Company ceases.


 


(d)           If
before all of your Award Shares vest and become nonforfeitable, your Service
with the Company terminates as a result of your death, then as of such
termination you shall be deemed to be vested in a number of Award Shares under Section 2(b) equal
to (i) the total number of Award Shares that would vest and become
nonforfeitable upon the next scheduled Vesting Date, multiplied by (ii) a
fraction, the numerator of which is the total number of days measured from the
last Vesting Date to the date that your Service terminates and the denominator
of which is 365.


 


(e)           If before all of your
Award Shares vest and become nonforfeitable, your Service with the Company
terminates as a result of your Disability or your termination by the Company
without Cause, 


 


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then as of such termination you shall be deemed to have continued
Service for an additional [  ] months
(the “Deemed Service Period”) for
purposes vesting and nonforfeitability of Award Shares under Section 2(b).  Any Award Shares which would have vested and
become nonforfeitable during the Deemed Service Period shall vest and become
nonforfeitable immediately upon the termination of your Service as contemplated
by this Section 2(e).


 


3.             Restrictions
on Transfer.


 


(a)           Until
an Award Share becomes vested and nonforfeitable, it may not be sold, assigned,
transferred, pledged, hypothecated or disposed of in any way (whether by
operation of law or otherwise), except by will or the laws of descent and
distribution, and shall not be subject to execution, attachment or similar
process.


 


(b)           Any
attempt to dispose of any such Award Shares in contravention of the
restrictions set forth in Section 3(a) shall be null and void and
without effect.  The Company shall not be
required to (i) transfer on its books any Award Shares that have been sold
or transferred in contravention of this Agreement or (ii) treat as the
owner of Award Shares, or otherwise accord voting, dividend or liquidation
rights to, any transferee to whom Award Shares have been transferred in
contravention of this Agreement.


 


4.             Stock
Certificates.  You are reflected as
the owner of record of the Award Shares as of the Grant Date on the Company’s
books.  The Company or an escrow agent
appointed by the Committee will hold in escrow the share certificates for
safekeeping, or the Company may otherwise retain the Award Shares in
uncertificated book entry form, until the Award Shares become vested and
nonforfeitable.  Until the Award Shares
become vested and nonforfeitable, any share certificates representing such
shares will include a legend to the effect that you may not sell, assign,
transfer, pledge, or hypothecate the Award Shares.  All regular cash dividends on the Award
Shares held by the Company will be paid directly to you on the dividend payment
date.  As soon as practicable after
vesting of the Award Shares, the Company will deliver a share certificate to
you, or deliver shares electronically or in certificate form to your designated
broker on your behalf, for such vested Award Shares.  Upon the request of the Committee, you shall
deliver to the Company a stock power, endorsed in blank, with respect to any
Award Shares that have been forfeited pursuant to this Agreement.


 


5.             Tax
Election and Tax Withholding.


 


(a)           You
hereby agree to make adequate provision for foreign, federal, state and local
taxes required by law to be withheld, if any, which arise in connection with
the grant of the Award Shares.  The
Company shall have the right to deduct from any compensation or any other
payment of any kind due you (including withholding the issuance or delivery of
shares of Common Stock or redeeming Award Shares) the amount of any federal,
state, local or foreign taxes required by law to be withheld as a result of the
grant of the Award Shares in whole or in part; provided, however, that the
value of the shares of Common Stock withheld or redeemed may not exceed the
statutory minimum withholding amount required by law.  In lieu of such deduction, the Company may
require you to make a cash payment to the Company equal to the amount required
to be withheld.  If you do not make such
payment when requested, the Company may refuse to issue any Common Stock
certificate under this Agreement until arrangements satisfactory to the
Committee for such payment have been made.


 


(b)           You
hereby acknowledge that you have been advised by the Company to seek
independent tax advice from your own advisors regarding the availability and
advisability of making an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, and that any such election, if made,
must be made within 30 days of the Grant Date. 
You expressly acknowledge that you are solely responsible for filing any
such Section 83(b) election with the appropriate governmental
authorities, irrespective of the fact that such election is also delivered to
the Company.  You may not rely on the
Company or any of its officers, directors or employees for tax or legal advice
regarding this award.  


 


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You acknowledge that you have sought tax and legal advice from your own
advisors regarding this award or have voluntarily and knowingly foregone such
consultation.


 


6.             Adjustments
for Corporate Transactions and Other Events.


 


(a)           Stock Dividend, Stock Split and Reverse Stock Split.  Upon a stock dividend of, or stock
split or reverse stock split affecting, the Common Stock, the number of Award
Shares and the number of such Award Shares that are nonvested and forfeitable
shall, without further action of the Committee, be adjusted to reflect such
event.  The Committee shall make adjustments,
in its discretion, to address the treatment of fractional shares with respect
to the Award Shares as a result of the stock dividend, stock split or reverse
stock split; provided that such adjustments do not result in the issuance of
fractional Award Shares.  Adjustments
under this Section 6 will be made by the Committee, whose determination as
to what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive.


 


(b)           Binding Nature of Agreement. 
The terms and conditions of this Agreement shall apply with equal force
to any additional and/or substitute securities received by you in exchange for,
or by virtue of your ownership of, the Award Shares, to the same extent as the
Award Shares with respect to which such additional and/or substitute securities
are distributed, whether as a result of any spin-off, stock split-up, stock
dividend, stock distribution, other reclassification of the Common Stock of the
Company, or similar event, except as otherwise determined by the
Committee.  If the Award Shares are
converted into or exchanged for, or stockholders of the Company receive by
reason of any distribution in total or partial liquidation or pursuant to any
merger of the Company or acquisition of its assets, securities of another
entity, or other property (including cash), then the rights of the Company
under this Agreement shall inure to the benefit of the Company’s successor, and
this Agreement shall apply to the securities or other property (including cash)
received upon such conversion, exchange or distribution in the same manner and
to the same extent as the Award Shares.


 


7.             Non-Guarantee
of Employment or Service Relationship. 
Nothing in the Plan or this Agreement shall alter your at-will or other
employment status or other service relationship with the Company, nor be
construed as a contract of employment or service relationship between the
Company and you, or as a contractual right of you to continue in the employ of,
or in a service relationship with, the Company for any period of time, or as a
limitation of the right of the Company to discharge you at any time with or
without cause or notice and whether or not such discharge results in the
forfeiture of any Award Shares or any other adverse effect on your interests
under the Plan.


 


8.             Rights
as Stockholder.  Except as otherwise
provided in this Agreement with respect to the nonvested and forfeitable Award
Shares, you will possess all incidents of ownership of the Award Shares,
including the right to vote the Award Shares and receive dividends and/or other
distributions declared on the Award Shares.


 


9.             The
Company’s Rights.  The existence of
the Award Shares shall not affect in any way the right or power of the Company
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or other stocks with preference ahead
of or convertible into, or otherwise affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of the Company’s assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.


 


10.           Notices.  All notices and other communications made or
given pursuant to this Agreement shall be in writing and shall be sufficiently
made or given if hand delivered or mailed by certified mail, addressed to you
at the address contained in the records of the Company, or addressed to the
Committee, care of the Company for the attention of its Corporate Secretary at
its principal executive 


 


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office or, if the receiving party consents in advance, transmitted and
received via telecopy or via such other electronic transmission mechanism as
may be available to the parties.


 


11.           Entire
Agreement.  This Agreement contains
the entire agreement between the parties with respect to the Award Shares
granted hereunder.  Any oral or written
agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement with respect to
the Award Shares granted hereunder shall be void and ineffective for all
purposes.


 


12.           Amendment.  This Agreement may be amended from time to
time by the Committee in its discretion; provided, however, that this
Agreement may not be modified in a manner that would have a materially adverse
effect on the Award Shares as determined in the discretion of the Committee,
except as provided in the Plan or in a written document signed by each of the
parties hereto.


 


13.           Conformity
with Plan.  This Agreement is
intended to conform in all respects with, and is subject to all applicable
provisions of, the Plan.  Inconsistencies
between this Agreement and the Plan shall be resolved in accordance with the
terms of the Plan.  In the event of any
ambiguity in this Agreement or any matters as to which this Agreement is
silent, the Plan shall govern.  A copy of
the Plan is  available upon request to
the Committee.


 


14.           Governing
Law. The validity, construction and effect of this Agreement, and of any
determinations or decisions made by the Committee relating to this Agreement,
and the rights of any and all persons having or claiming to have any interest
under this Agreement, shall be determined exclusively in accordance with the
laws of the State of New York, without regard to its provisions concerning the
applicability of laws of other jurisdictions. 
Any suit with respect hereto will be brought in the federal or state
courts in the districts which include New York County, New York, and you hereby
agree and submit to the personal jurisdiction and venue thereof.


 


15.           Headings.  The headings in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


 


16.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


17.           Electronic
Delivery of Documents.  By your
signing this Agreement, you (i) consent to the electronic delivery of this
Agreement, all information with respect to the Plan and the Award Shares and
any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge
that you may receive from the Company a paper copy of any documents delivered
electronically at no cost to you by contacting the Company by telephone or in
writing; (iii) further acknowledge that you may revoke your consent to the
electronic delivery of documents at any time by notifying the Company of such
revoked consent by telephone, postal service or electronic mail; and (iv) further
acknowledge that you understand that you are not required to consent to
electronic delivery of documents.


 


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GLOSSARY


 


(a)           “Affiliate” means any entity, whether
now or hereafter existing, which controls, is controlled by, or is under common
control with Reddy Ice Holdings, Inc. (including but not limited to joint
ventures, limited liability companies and partnerships).  For this purpose, “control” means ownership
of 50% or more of the total combined voting power or value of all classes of
stock or interests of the entity.


 


(b)           “Cause” shall mean the
circumstances set forth in any applicable severance or employment agreement
with the Company (the “Severance Agreement”)
or, in the absence thereof, if you (i) are convicted of, or plead guilty
to, a felony or a crime involving moral turpitude, (ii) engage in
independently verified, continuing and unremedied substance abuse involving
drugs or alcohol, (iii) perform an action or fail to take an action that,
in the reasonable judgment of a majority of the disinterested members of the
Board, constitutes willful dishonesty, larceny, fraud or gross negligence by
you in the performance of your duties to the Company, or make a knowing or
reckless misrepresentation (including by omission of any material adverse
information) to shareholders, directors or officers of Reddy Ice Holdings, Inc.,
(iv) willfully and repeatedly fail, after 10 business days’ notice, to
materially follow the written policies of the Company or instructions of the
Board or (v) materially breach any agreement to which you and the Company
or any of its Affiliates are a party, or materially breach any written policy, rule or
regulation adopted by the Company or any of its Affiliates relating to
compliance with securities laws or other laws, rules or regulations and
such breach is not cured by you or waived in writing by the Company within 30
days after written notice of such breach to you.


 


(c)           “Committee” means the Compensation
Committee of the Board or such other Board Committee as may be designated by
the Board to administer the Plan.


 


(d)           “Company” means Reddy Ice Holdings, Inc.
and its Affiliates, except where the context otherwise requires.


 


(e)           “Disability”
has the meaning set forth in the Severance Agreement.


 


(f)            “Service”
means your employment or other service relationship with the Company and its
Affiliates.  Your Service will be
considered to have ceased with the Company and its Affiliates if, immediately
after a sale, merger or other corporate transaction, the trade, business or
entity with which you are employed or otherwise have a service relationship is
not Reddy Ice Holdings, Inc. or an Affiliate of Reddy Ice Holdings, Inc.


 


(g)           “You”;
“Your”.  You means the recipient of the Award Shares
as reflected in the first paragraph of this Agreement.  Whenever the word “you” or “your” is used in
any provision of this Agreement under circumstances where the provision should
logically be construed, as determined by the Committee, to apply to the estate,
personal representative, or beneficiary to whom the Award Shares may be
transferred by will or by the laws of descent and distribution, the words “you”
and “your” shall be deemed to include such person.


 


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IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer.


 


 


	
   

  	
  REDDY ICE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: [          ]

  
	
   

  	
  Title:   [          ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


 


The undersigned hereby acknowledges that he has carefully read this
Agreement and agrees to be bound by all of the provisions set forth
herein.  The undersigned also consents to
electronic delivery of all notices or other information with respect to the
Award Shares or the Company.


 


	
  WITNESS:

  	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [          ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
					



 


Enclosure:  The Reddy Ice
Holdings, Inc. 2005 Long Term Incentive and Share Award Plan, as amended


 


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{This Stock
Power should be signed in blank and deposited with the Company if share
certificates are issued and/or delivered to the Grantee for Award Shares that
are nonvested and forfeitable.}


 


STOCK POWER


 


FOR VALUE RECEIVED, the undersigned, [          ], hereby sells, assigns and
transfers unto Reddy Ice Holdings, Inc. a Delaware corporation (the “Company”),
or its successor, [          ] shares of
common stock, par value $0.01 per share, of the Company standing in my name on
the books of the Company, represented by Certificate No.                         ,
or an appropriate book entry notation, and hereby irrevocably constitutes and
appoints                                                                                                             
as my attorney-in-fact to transfer the said stock on the books of the Company
with full power of substitution in the premises.


 


 


	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  



 

















 


IMPORTANT TAX INFORMATION


 


INSTRUCTIONS REGARDING SECTION 83(b) ELECTIONS


 


1.     The 83(b) Election is
irrevocable.  The 83(b) Election is
a voluntary election that is available to you. 
It is your decision whether to file an 83(b) Election.


 


2.     If you choose to make an 83(b) Election,
the 83(b) Election Form must be filed with the Internal Revenue
Service within 30 days of the Grant Date; no exceptions to this rule are
made.  YOU SHOULD SEND THE ELECTION VIA
CERTIFIED MAIL OR VIA A DELIVERY SERVICE THAT PROVIDES PROOF OF DELIVERY.


 


3.     You must provide a copy of
the 83(b) Election Form to the Corporate Secretary or other
designated officer of the Company.  This
copy should be provided to the Company at the same time that you file your 83(b) Election
Form with the Internal Revenue Service.


 


4.     In addition to making the
filing under Item 2 above, you must attach a copy of your 83(b) Election Form to
your tax return for the taxable year that includes the Grant Date.


 


5.     If you make an 83(b) Election
and later forfeit the Award Shares, you will not be entitled to a refund of the
taxes paid with respect to the gross income you recognized under the 83(b) Election.


 


6.     You must consult your
personal tax advisor before making an 83(b) Election.  The attached election forms are intended as
samples only, they must be tailored to your circumstances and may not be relied
upon without consultation with a personal tax advisor.


 

















 


SECTION 83(b) ELECTION
FORM


 


Election
Pursuant to Section 83(b) of the Internal Revenue Code to Include
Property in Gross Income in Year of Transfer


 


The undersigned hereby makes an election pursuant to Section 83(b) of
the Internal Revenue Code with respect to the property described below and
supplies the following information in accordance with the regulations
promulgated thereunder:


 


1.             The
name, address, and taxpayer identification number of the undersigned are:


 


[          ]


                                                    


                                                    


     -     -        


 


2.             The
property with respect to which the election is made is [          ] of common stock, par value $0.01
per share, of Reddy Ice Holdings, Inc., a Delaware corporation (the “Company”).


 


3.             The
date on which the property was transferred was April 14, 2009, the date on
which the taxpayer received the property pursuant to a grant of restricted
stock.


 


4.             The
taxable year to which this election relates is calendar year 2008.


 


5.             The
property is subject to restrictions in that the property is not transferable
and is subject to a substantial risk of forfeiture until the taxpayer vests in
the property.  100% of the shares will be
vested and nonforfeitable on                                          ,
provided that the taxpayer is in the employ of the Company on such dates.


 


6.             The
fair market value at the time of transfer (determined without regard to any
restrictions other than restrictions which by their terms will never lapse) of
the property with respect to which this election is being made is $                                
per share; with a cumulative fair market value of $                            .  The taxpayer did not pay any amount for the
property transferred.


 


7.             A
copy of this statement was furnished to Reddy Ice Holdings, Inc. for whom
the taxpayer rendered the services underlying the transfer of such property.


 


8.             This
election is made to the same effect, and with the same limitations, for
purposes of any applicable state statute corresponding to Section 83(b) of
the Internal Revenue Code.


 


The undersigned understands that the foregoing
election may not be revoked except with the consent of the Commissioner of
Internal Revenue.


 


 


	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


 


Letter
for filing Section 83(b) Election Form


 

















 


[DATE]


 


CERTIFIED MAIL


RETURN RECEIPT REQUESTED


 


Internal Revenue Service Center


 


 


 


(the Service Center to which individual income tax return is filed)


 


	
  Re:

  	
  83(b) Election of [          ]

  
	
   

  	
  Social Security Number:

  	
   

  	
   

  



 


Dear Sir/Madam:


 


Enclosed is an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended, with respect to certain shares
of stock of Reddy Ice Holdings, Inc., a Delaware corporation, that were
transferred to me on                                               .


 


Please file this election.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [        ]

  



cc:  Corporate Secretary of Reddy
Ice Holdings, Inc.


 


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