lxkexhibit101.htm


    


    


      EXHIBIT
10.1

      


      RESTRICTED
STOCK UNIT AWARD AGREEMENT

      


      pursuant
to

      


      LEXMARK
INTERNATIONAL, INC.

      2005
NONEMPLOYEE DIRECTOR STOCK PLAN

      


      


      This RESTRICTED STOCK UNIT AWARD
AGREEMENT (the "Agreement")
between Lexmark International, Inc., a Delaware corporation (the "Company"),
and the person specified on the signature page hereof (the "Grantee")
is entered into as of the ___ day of ___, 20­­­­___ (the "Grant
Date") pursuant to the Lexmark International, Inc. 2005 Nonemployee
Director Stock Plan, as the same may be amended from time to time (the "Plan").  Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Plan.

      


      WHEREAS, the Grantee is a
member of the Board of Directors of the Company, who is not also an officer or
employee of the Company or one of its Subsidiaries or affiliated with any
stockholder of the Company holding 5% or more of the Company’s equity
securities, and the Board has determined that it would be to the advantage and
in the interest of the Company to grant the restricted stock unit award provided
for herein to the Grantee as an inducement to the Grantee to remain in the
service of the Company and the Subsidiaries and as an incentive to the Grantee
to devote his or her best efforts and dedication to the performance of such
services and to maximize shareholder value; and

      


      WHEREAS, the Grantee desires
to accept from the Company the grant of the restricted stock units evidenced
hereby on the terms and subject to the conditions herein;

      


      NOW, THEREFORE, in
consideration of the premises and subject to the terms and conditions set forth
herein and in the Plan, the parties hereto hereby covenant and agree as
follows:

      


      
        	
                1.  

              	
                  Restricted
      Stock Unit Award.

              


      

      


      
        	
                (a)  

              	
                Restricted Stock Unit
      Award.  The Company hereby grants to the Grantee,
      effective as of the date hereof and on the terms and conditions herein,
      the number of restricted stock units set forth on the signature page
      hereof, each representing the Grantee's right to receive one share of
      Common Stock at the time or times provided for in Section 3 hereof,
      subject to the terms and conditions described herein (the "Restricted
      Stock Units" or "Units").

              


      

      


      
        	
                (b)  

              	
                2005 Nonemployee
      Director Stock Plan.  This Agreement is subject in all
      respects to the terms of the Plan, all of which terms are made a part of
      and incorporated in this Agreement by reference.  In the event
      of any conflict 

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      

        
          	 
      	
                  between
      the terms of this Agreement and the terms of the Plan, the terms of the
      Plan shall control.  The Grantee hereby acknowledges that copies
      of the Plan may be obtained from the Vice President of Human Resources and
      agrees to comply with and be bound by all of the terms and conditions
      thereof.

                   

                


        

         

      

      
        	
                (c)  

              	
                Establishment of
      Account.  No shares of Common Stock will be issued on the
      date of grant of the Restricted Stock Units and the Company shall not be
      required to set aside a fund for the payment of any such
      Units.  The Company will establish a separate bookkeeping
      account for the Grantee and will record in such account the number of
      Restricted Stock Units awarded to the Grantee and, to the extent
      applicable, the Dividend Equivalents provided for in Section 3(b)
      hereof.

              


      

      


      
        	
                2.  

              	
                  Vesting and
      Settlement of Restricted Stock
Units.

              


      

      


      
        	
                (a)  

              	
                Vesting and
      Settlement.  The Restricted Stock Units will become 100%
      vested on the first anniversary of the Grant Date (the "Vesting
      Date"), subject to the Grantee's continuous service as a member of
      the Board of Directors of the Company from the Grant Date to the Vesting
      Date.  After the Restricted Stock Units have become vested on
      the Vesting Date, they shall settle as follows: 34% of the vested
      Restricted Stock Units shall settle on the second anniversary of the Grant
      Date, and 33% of the vested Restricted Stock Units shall settle on each of
      the third and fourth anniversaries of the Grant Date (each, a “Settlement
      Date”); provided, however, in the event of the Grantee’s death, any
      unsettled vested Restricted Stock Units shall be settled as soon as
      practicable after the date of the Grantee’s
  death.

              


      

      


      
        	
                (b)  

              	
                Acceleration.  The
      Board may, in its discretion, accelerate the vesting of all or any portion
      of the Restricted Stock Units or waive any conditions to the vesting of
      such Restricted Stock Units; however, the Board shall not accelerate a
      Settlement Date, unless otherwise permitted under Code Section 409A or the
      Treasury Regulations issued
thereunder.

              


      

      


      
        	
                (c)  

              	
                Termination of Status
      as a Board Member.  In the event of the Grantee's
      termination of service as a member of the Board of Directors of the
      Company prior to the Vesting Date, for any reason other than death or
      disability (as defined in Code Section 409A and the Treasury Regulations
      issued thereunder), the Grantee shall immediately forfeit all rights with
      respect to any Restricted Stock Units (and Dividend Equivalents) which
      have not yet vested in accordance with the provisions of Section 2(a) of
      this Agreement.  The Restricted Stock Units shall become 100%
      vested in the event of the Grantee’s termination of service as a member of
      the Board of Directors of the Company due to death or
      disability.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (d)  

              	
                Deferred
      Settlement.  The Grantee may elect to defer any
      Settlement Date set forth in Section 2(a), subject to the terms and
      conditions set forth in Section 9.6 of the
Plan.

              


      

      


      
        	
                3.  

              	
                 Payment of
      Restricted Stock Unit Award.

              


      

      


      
        	
                (a)  

              	
                Payment.  On,
      or as soon as reasonably practicable after, each Settlement Date, subject
      to Section 4 hereof, the Company shall direct its stock transfer agent to
      make (or to cause to be made) an appropriate book entry in the Company's
      stock transfer books and records reflecting the transfer to the Grantee,
      and the Grantee's ownership, of one share of Common Stock for each vested
      Restricted Stock Unit that shall have become settled on such Settlement
      Date.  Upon the Grantee's request, subject to Section 4 hereof,
      the Company shall deliver to the Grantee a stock certificate registered in
      the Grantee's name and representing such number of shares of Common Stock
      free and clear of all restrictions except any that may be imposed by
      law.   No payment will be required to be made by the
      Grantee upon the delivery of such shares of Common Stock, except as
      otherwise provided in Section 4 of this
  Agreement.

              


      

      


      
        	
                (b)  

              	
                Dividend
      Equivalents.  Unless otherwise determined by the Board,
      the Company will credit to the account of the Grantee an amount equal to
      any dividends or dividend equivalents and other distributions paid by the
      Company with respect to the number of shares of Common Stock corresponding
      to the number of Restricted Stock Units ("Dividend
      Equivalents").  Dividend Equivalents in respect of
      Restricted Stock Units that shall have become vested on the Vesting Date
      shall be payable to the Grantee on each Settlement Date in the same
      proportion that the Restricted Stock Units are
  settled.

              


      

      


      
        	
                (c)  

              	
                Restrictions on Sale
      upon Public Offering.  The Grantee hereby agrees that,
      notwithstanding the vesting of the Restricted Stock Units pursuant to
      Section 2(a) of this Agreement or the transfer of the shares of Common
      Stock covered thereby to the Grantee pursuant to Section 3(a) hereof, the
      Grantee will not effect any public sale or distribution of any of such
      shares of Common Stock during the 20-day period prior to and the 180 days
      following the effective date of any registration statement hereinafter
      filed by the Company under the Securities Act of 1933, as amended, with
      respect to any underwritten public offering of any shares of the Company's
      capital stock (other than as part of such underwritten public
      offering).

              


      

      


      
        	
                4.  

              	
                Tax
      Withholding.  The delivery of any directions to the
      Company's stock transfer agent or any certificates for shares of Common
      Stock pursuant to Section 3 shall not be made unless and until the
      Grantee, or, if applicable, the Grantee's beneficiary or estate, has made
      appropriate arrangements for the payment to the Company of an amount
      sufficient to satisfy any applicable U.S. federal, state and
    

              


      

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      
        
          
            	 
      	
                    local
      and non-U.S. tax withholding or other tax requirements, as determined by
      the Company.  To satisfy the Grantee's applicable withholding
      and other tax requirements, the Company may, in its sole discretion, (i)
      withhold a number of shares of Common Stock having an aggregate Fair
      Market Value on a Settlement Date equal to the applicable amount of such
      withholding and other tax requirements or (ii) require the Grantee to sell
      a number of shares of Common Stock having at least a value sufficient to
      meet the applicable amount of such withholding and other tax requirements
      to account for rounding and market fluctuations, subject to any rules
      adopted by the Board or required to ensure compliance with applicable law,
      including, but not limited to, Section 16 of the Securities Exchange Act
      of 1934, as amended.  Shares required to be sold to satisfy the
      Grantee’s applicable withholding and other tax requirements may be sold as
      part of a block trade with the Grantee receiving an average
      price.  Any cash payment made pursuant to Section 3 shall be
      made net of any amounts required to be withheld or paid with respect
      thereto (and with respect to any shares of Common Stock delivered
      contemporaneously therewith) under any applicable U.S. federal, state and
      local and non-U.S. tax withholding and other tax
    requirements.

                  


          



      

      
        	
                5.  

              	
                Transferability.  Unless
      otherwise provided in accordance with the provisions of the Plan, the
      Restricted Stock Units may not be sold, transferred, pledged, assigned or
      otherwise alienated or hypothecated by the Grantee, other than by will or
      the laws of descent and distribution.  The term "Grantee"
      as used in this Agreement shall include any permitted transferee of the
      Restricted Stock Units.

              


      

      


      
        	
                6.  

              	
                Adjustment in
      Capitalization.

              


      

      


      
        	
                (a)  

              	
                The
      aggregate number of shares of Common Stock covered by the Restricted Stock
      Units granted hereunder shall be proportionately adjusted to reflect, as
      deemed equitable and appropriate by the Board, an Adjustment
      Event.

              


      

      


      
        	
                (b)  

              	
                Any
      shares of stock (whether Common Stock, shares of stock into which shares
      of Common Stock are converted or for which shares of Common Stock are
      exchanged or shares of stock distributed with respect to Common Stock) or
      cash or other property received or credited to the account of the Grantee
      with respect to the Restricted Stock Units as a result of any Adjustment
      Event, any distribution of property or any merger, consolidation,
      reorganization, liquidation, dissolution or other similar transaction
      shall, except as otherwise provided by the Board, be subject to the same
      terms and conditions, including restrictions on transfer, as are
      applicable to the Restricted Stock Units with respect to which such
      shares, cash or other property is received or so credited and stock
      certificate(s), if any, representing or evidencing any shares of stock or
      other property so received shall be legended as
    appropriate.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      
        	
                7.  

              	
                Preemption by
      Applicable Laws and Regulations.  Notwithstanding
      anything in the Plan or this Agreement to the contrary, the issuance of
      shares of Common Stock hereunder shall be subject to compliance with all
      applicable U.S. federal, state and non-U.S. securities
      laws.  Without limiting the foregoing, if any law, regulation or
      requirement of any governmental authority having jurisdiction shall
      require either the Company or the Grantee (or the Grantee's beneficiary or
      estate) to take any action in connection with the issuance of any shares
      of Common Stock hereunder, the issuance of such shares shall be deferred
      until such action shall have been taken to the satisfaction of the
      Company.

              


      

      


      
        	
                8.  

              	
                Interpretation;
      Construction.  All of the powers and authority conferred
      upon the Board pursuant to any term of the Plan or the Agreement shall be
      exercised by the Board, in its sole discretion.  All
      determinations, interpretations or other actions made or taken by the
      Board pursuant to the provisions of the Plan or the Agreement shall be
      final, binding and conclusive for all purposes and upon all persons and,
      in the event of any judicial review thereof, shall be overturned only if
      arbitrary and capricious.  The Board may consult with legal
      counsel, who may be counsel to the Company, and shall not incur any
      liability for any action taken in good faith in reliance upon the advice
      of counsel.

              


      

      


      
        	
                9.  

              	
                Amendment.  The
      Board shall have the right, in its sole discretion, to alter or amend this
      Agreement, from time to time, as provided in the Plan in any manner for
      the purpose of promoting the objectives of the Plan, provided that no such
      amendment shall impair the Grantee's rights under this Agreement without
      the Grantee's consent.  Subject to the preceding sentence, any
      alteration or amendment of this Agreement by the Board shall, upon
      adoption thereof by the Board, become and be binding and conclusive on all
      persons affected thereby without requirement for consent or other action
      with respect thereto by any such person.  The Company shall give
      written notice to the Grantee of any such alteration or amendment of this
      Agreement as promptly as practicable after the adoption
      thereof.  This Agreement may also be amended by a writing signed
      by both the Company and the
Grantee.

              


      

      


      
        	
                10.  

              	
                No Rights as a
      Stockholder.  Except as provided by the Plan, the Grantee
      shall have no rights as a stockholder with respect to the Restricted Stock
      Units prior to the date as of which the shares of Common Stock covered
      thereby are transferred to the Grantee in accordance with Section 3(a)
      hereof.

              


      

      


      
        	
                11.  

              	
                Miscellaneous.

              


      

      


      
        	
                (a)  

              	
                Notices.  All
      notices and other communications required or permitted to be given under
      this Agreement shall be in writing and shall be deemed to have been given
      if mailed by regular United States mail, first-class and prepaid, or by
      any recognized international equivalent of such delivery, to the Company
      or the Grantee, as the case may be, at the following addresses or to such
      other address as the Company or the Grantee, as the
  

              


      

       

       

       

       

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      
        
          	
                       

                	
                  case
      may be, shall specify by notice to the others delivered in accordance with
      this Section 11(a):

                


        

        


          
            	 
      	
                    (i)

                  	
                    if
      to the Company, to it at:

                  


          



        
          	
                   
      

                	
                  One
      Lexmark Centre Drive

                


        

        
          	
                   
      

                	
                  740
      West New Circle Road

                


        

        
          	
                   
      

                	
                  Lexington,
      KY  40550

                


        

        
          	
                   
      

                	
                  Attention:  Secretary

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  if
      to the Grantee, to the Grantee at the address set forth on the signature
      page hereof.

                


        

        


        All such
notices and communications shall be deemed to have been received on the date of
delivery or on the third business day after the mailing thereof.

        


        
          	
                  (b)  

                	
                  Binding Effect;
      Benefits.  This Agreement shall be binding upon and inure
      to the benefit of the parties to this Agreement and their respective
      successors and assigns.  Nothing in this Agreement, express or
      implied, is intended or shall be construed to give any person other than
      the parties to this Agreement or their respective successors or assigns
      any legal or equitable right, remedy or claim under or in respect of any
      agreement or any provision contained
herein.

                


        

        


        
          	
                  (c)  

                	
                  Waiver.  Any
      party hereto may by written notice to the other party (i) extend the
      time for the performance of any of the obligations or other actions of the
      other party under this Agreement, (ii) waive
      compliance with any of the conditions or covenants of the other party
      contained in this Agreement and (iii) waive or
      modify performance of any of the obligations of the other party under this
      Agreement, provided any of such actions are not inconsistent with Code
      Section 409A and the Treasury Regulations issued
      thereunder.  Except as provided in the preceding sentence, no
      action taken pursuant to this Agreement, including, without limitation,
      any investigation by or on behalf of any party, shall be deemed to
      constitute a waiver by the party taking such action of compliance with any
      representations, warranties, covenants or agreements contained
      herein.  The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver
      of any preceding or succeeding breach and no failure by a party to
      exercise any right or privilege hereunder shall be deemed a waiver of such
      party's rights or privileges hereunder or shall be deemed a waiver of such
      party's rights to exercise the same at any subsequent time or times
      hereunder.

                


        

         

        

          
            
              	
                      (d)  

                    	
                      Assignability.  Neither
      this Agreement nor any right, remedy, obligation or liability arising
      hereunder or by reason hereof shall be assignable by
  the

                    


            

          







       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
 

      
        
          	 
      	
                  Company
      or the Grantee without the prior written consent of the other
      party.

                   

                


        

      

       

      
        	
                (e)  

              	
                Applicable
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of Delaware, regardless of the
      law that might be applied under principles of conflict of laws and
      excluding any conflict or choice of law rule or principle that may
      otherwise refer construction or interpretation of the Plan or this
      Agreement to the substantive law of another
  jurisdiction.

              


      

      


      
        	
                (f)  

              	
                Jurisdiction.  The
      Grantee hereby irrevocably and unconditionally submits to the jurisdiction
      and venue of the state courts of the Commonwealth of Kentucky and of the
      United States District Court of the Eastern District of Kentucky located
      in Fayette County, Kentucky, and any appellate court from any thereof, in
      any action or proceeding arising out of or relating to this Agreement, or
      for recognition or enforcement of any judgment, and each of the parties
      hereby irrevocably agree that all claims in respect of any such action or
      proceeding may be heard and determined in such Kentucky state or United
      States federal courts located in such jurisdiction.  Each of the
      parties hereto agrees that a final judgment in any such action or
      proceeding shall be conclusive and may be enforced in other jurisdictions
      by suit on the judgment or in any other manner provided by
      law.  The parties hereby irrevocably waive, to the fullest
      extent permitted by applicable law, any objection which they may now or
      hereafter have to the laying of venue of any such proceeding brought in
      such a court and any claim that any such proceeding brought in such a
      court has been brought in an inconvenient forum.  Grantee
      further agrees that any action related to, or arising out of, this
      Agreement shall only be brought by Grantee exclusively in the federal and
      state courts located in Fayette County, Kentucky.  Nothing in
      this Agreement shall affect any right that the Company may otherwise have
      to bring any action or proceeding relating to this Agreement in the courts
      of any jurisdiction.

              


      

      


      
        	
                (g)  

              	
                Severability.  If
      any provision of this Agreement or the Plan shall be held invalid or
      unenforceable, such invalidity or unenforceability shall not affect any
      other provisions of this Agreement or the Plan, and the Agreement and the
      Plan shall be construed and enforced as if such provision had not been
      included.

              


      

      


      
        	
                (h)  

              	
                Survival.  Any
      provision of this Agreement which contemplates performance or observance
      subsequent to any termination or expiration of this Agreement shall
      survive any termination or expiration of this Agreement and continue in
      full force and effect.

              


      

      


      
        	
                (i)  

              	
                Internal Revenue Code
      Section 409A.  The Company intends for this Agreement to
      comply with the provisions of Section 409A of the Code 

                 

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      

        
          	 
      	
                  and
      Treasury Regulations promulgated thereunder.  Notwithstanding
      Section 9 hereof, the Company reserves the right to amend this Agreement
      to comply with Section 409A of the Code without the Grantee’s
      consent.

                   

                


        

         

      

      
        	
                (j)  

              	
                Section and Other
      Headings, Etc.  The section and other headings contained
      in this Agreement are for reference purposes only and shall not affect the
      meaning or interpretation of this
Agreement.

              


      

      


      
        	
                (k)  

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

              


      

      


      *           *           *           *           *


      
        
          
             


          

           


        

        
          8

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
Company and the Grantee have executed this Agreement as of the date first above
written.

      


      LEXMARK INTERNATIONAL,
INC.

      


      


      


      Name:

      Title:                      Vice
President of Human Resources

      


      


      


      GRANTEE:

      


      


      By:  ______________________________

      (Sign Here)

       

                                                                                                   

         

        
          Name:

          Address
of the Grantee:

        



      


      


      
        Number of
Restricted Stock Units:

        Granted
on



       

      


      


      



      
        
          
             

          

           


        

        
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