Exhibit 10.3




ALAMO GROUP INC.


 


2009 EQUITY
INCENTIVE PLAN


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 Company’s 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 Grantee’s 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 Company’s
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 party’s address for notices by duly giving
notice pursuant hereto.


 


            If to the
Company:        Alamo Group Inc.

                                                Attn:
________________

                                                1627
East Walnut

                                                Seguin,
Texas 78155

                                                Facsimile:
(830) _________

 

 





 

 

            If to the Grantee:           ______________________

                                                ______________________

                                                ______________________

                                                Facsimile:
______________


 


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 Company’s direct or indirect subsidiary.  


 

8.         Compliance with Laws.


 

a.   Shares shall not be issued pursuant to the Award granted hereunder
unless the issuance and delivery of such Shares pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, and the requirements of
any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of 1933, as amended, of any interests in the
Plan or any Shares to be issued hereunder or to effect similar compliance under
any state laws. 

        

b.   All certificates for Shares delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Shares may then be listed, and any applicable federal
or state securities law, and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions. The Committee may require, as a condition of the issuance and
delivery of certificates evidencing Shares pursuant to the terms hereof, that
the recipient of such Shares make such agreements and representations as the
Committee, in its sole discretion, deems necessary or desirable. 


 


9.         Protections Against Violations of Agreement.  No
purported sale, assignment, mortgage, hypothecation, transfer, pledge,
encumbrance, gift, transfer in trust (voting or other) or other disposition of,
or creation of a security interest in or lien on, any of the Restricted Stock Units
by any holder thereof in violation of the provisions of this Award Agreement or
the Certificate of Incorporation or the Bylaws of the Company, will be valid,
and the Company will not transfer any such Restricted Stock Units on its books
nor will any of such Restricted Stock Units be entitled to vote, nor will any
dividends be paid thereon, unless and until there has been full compliance with
such provisions to the satisfaction of the Company.  The foregoing restrictions
are in addition to and not in lieu of any other remedies, legal or equitable,
available to enforce said provisions.


 

 





 


10.        Failure to Enforce Not a Waiver.  The failure of the
Company to enforce at any time any provision of the Award Agreement shall in no
way be construed to be a waiver of such provision or of any other provision
hereof.


 


11.        Governing Law.  The Award Agreement shall be governed
by the laws of the State of Delaware without regard to its principles of
conflict of laws.


 


12.        Incorporation of the Plan.  The Plan, as it exists on
the date of the Award Agreement and as amended from time to time, is hereby
incorporated by reference and made a part hereof, and the Award and this Award
Agreement shall be subject to all terms and conditions of the Plan.  In the
event of any conflict between the provisions of the Award Agreement and the
provisions of the Plan, the terms of the Plan shall control, except as
expressly stated otherwise. 


 


13.        Amendments.  This Award Agreement may be amended or
modified at any time, but only by an instrument in writing signed by each of
the parties hereto.


 


14.       Authority of Committee.  The Committee shall have full
authority to interpret and construe the terms of the Plan and the Award
Agreement.  The determination by the Committee as to any such matter of
interpretation or construction shall be final, binding, and conclusive.


 


15.        Binding Effect.  The Award Agreement shall
apply to and bind the Grantee and the Company and their respective permitted
assignees or transferees, heirs, legatees, executors, administrators, and legal
successors.  


 


16.        Tax Representation.  The Grantee hereby represents
that he or she has reviewed with his or her own tax advisors the federal,
state, local, and foreign tax consequences of the transactions contemplated by
this Award Agreement.  The Grantee is relying solely on such advisors and not
on any statements or representations of the Company or any of its agents.  The
Grantee understand that he or she (and not the Company) shall be responsible
for any tax liability that may arise as a result of the transactions
contemplated by the Award Agreement


 


17.        Acceptance.  The Grantee hereby acknowledges receipt
of a copy of the Plan and this Award Agreement.  Grantee has read and
understands the terms and provisions thereof, and accepts the Award subject to
all terms and conditions of the Plan and the Award Agreement.


 



[Signatures to Follow on Next Page.]


 




            IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Award Agreement on the day
and year first written above.

 

                                                                       
COMPANY:

 

                                                                        ALAMO
GROUP INC.


 

                                                                        By:
______________________________________

                                                                                    ________________,
its ________________

                                               


 

                                                                       
GRANTEE:

 

 

                                                                        Signature:
_________________________________

                                                                        Name:
____________________________________

                                                                        Address:
__________________________________

                                                                        __________________________________________

                                                                        Telephone
No.: _____________________________

                                                                        Social
Security No.: _________________________