Exhibit 10.2




ALAMO GROUP INC.


 


2009 EQUITY
INCENTIVE PLAN


RESTRICTED
STOCK AWARD AGREEMENT


 

            THIS RESTRICTED STOCK
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 Grant.  Pursuant to the Plan, the Committee has
determined that the Grantee is to be granted Restricted Stock (the “Award”), subject
to the terms and conditions set forth in the Plan and herein, and hereby grants
such Restricted Stock.  

 


2.         Number of Shares of Restricted Stock.  The Award hereby
entitles the Grantee to _______ Shares of Restricted Stock (the “Restricted
Stock Shares”), with no purchase price to be payable by Grantee for such
Restricted Stock Shares.

 


3.         Terms and Conditions of Award.  The Award shall be subject
to the following terms, conditions, and restrictions:  

 

a.   Awards and Escrow.  Grantee shall be issued a share certificate
for the Restricted Stock Shares, which certificate shall be registered in the
name of Grantee and shall bear the legend described in Section 3(b) hereof;
provided, however, that: (i) the Company as escrow agent shall hold the share
certificate for Grantee’s Restricted Stock Shares until the Restricted Period
described in Section 3(c) has ended and all restrictions on such Restricted
Stock Shares have lapsed, and (ii) as a condition of receiving this Award, the
Grantee shall have delivered a stock power in the form provided by the Company,
endorsed in blank, relating to the Restricted Stock Shares.

 

b.  Certificate; Restrictive Legend.  The Grantee agrees that any
certificate issued for the Restricted Stock Shares prior to the end of the
Restricted Period and lapse of any restrictions relating thereto shall be
inscribed with the following legend:

 

“THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST
TRANSFER (THE “RESTRICTIONS”), CONTAINED IN THE ALAMO GROUP INC. 2009 EQUITY
INCENTIVE PLAN AND THE RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN
THE REGISTERED OWNER AND THE COMPANY.  ANY ATTEMPT TO DISPOSE OF THESE SHARES
IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT,
TRANSFER, PLEDGE, HYPOTHECATION, OR OTHERWISE, SHALL BE NULL AND VOID AND
WITHOUT EFFECT.”


 

 





 

c.   Nontransferability of Restricted Stock Shares During Restricted
Period.  The Restricted Stock Shares shall be subject to restrictions on
transferability until such restrictions lapse pursuant to Section 3(d) hereof
(the “Restricted Period”).  During the Restricted Period, the Restricted Stock Shares
and any interest therein may not be sold, transferred, pledged, hypothecated,
assigned, or otherwise disposed of except by: (i) will or the laws of descent
and distribution, or (ii) a qualified domestic relations order within the
meaning of Section 414(p) of the Code or any similar instrument.  Any attempt
to dispose of any Restricted Stock in contravention of such restrictions shall
be null and void and without effect.

 

d.   Removal of Restrictions.  Subject to Section 3(e) and 3(f) hereof,
the Restricted Period shall end as to 25% of the total Restricted Stock Shares
on the first anniversary of the Date of Grant, and as to an additional 25% of
the total Restricted Stock Shares 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 release to
the Grantee from escrow on a rolling basis as Restricted Periods end, stock certificates
free of the restrictive legend described in Section 3(b) hereof, for those
Restricted Stock Shares for which the particular Restricted Period applicable
to the Restricted Stock Shares has ended, as soon as practicable after the last
day of the particular Restricted Period applicable to the Restricted Stock
Shares.

 

e.   Termination of Relationship as a Service Provider.  If the
Grantee ceases to be a Service Provider for any reason during the Restricted
Period, the Grantee’s rights to the Restricted Stock Shares for which
restrictions have not lapsed will be forfeited back to the Company and the
Grantee will have no further rights thereto.

 

f.    Change in Control.  In the event of a Change in Control,
restrictions on all Restricted Stock Shares shall immediately lapse and the
Restricted Period shall end, unless the Award is either assumed or equitable
substitution is made therefor.  

 

g.   Rights as a Stockholder.  Except as provided in this Section 3,
the Grantee shall possess all incidents of ownership with respect to the
Restricted Stock Shares during the Restricted Period, including the right to
receive all dividends and distributions paid with respect to such Restricted
Stock Shares and to vote such Restricted Stock Shares.  If any such dividends
or distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Restricted Stock
Shares with respect to which they were paid.

 





 

 


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. 


 

a.   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.


 

b.   The Grantee shall notify the Company of any election made pursuant
to Section 83(b) of the Code.


 


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 Shares
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 Shares on its books
nor will any of such Restricted Stock Shares 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.: _________________________