Exhibit 10.9


 


This document
constitutes part of the prospectus covering

securities that have been registered under the Securities Act of 1933.


 


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 2002 Long-Term Incentive Award 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:  <NAME>


 


Date of Grant: <GRANT
DATE>


 


Number of RSUs Granted: <NUMBER
OF SHARES>


 


Purchase Price: None


 


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.


 


2.           Vesting. RSUs shall
vest in three installments, and each installment shall consist of one-third
(1/3) of the RSUs granted becoming vested on the first, second and third
anniversary of the Date of Grant (                        ,
20      , 20      
and 20      ).


 

















 


3.           Timing of Payout.
Payout of a RSU shall occur within
thirty (30) days following the vesting date of such RSU.


 


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.


 


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.


 


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. 
Notwithstanding the foregoing, a transaction or series of transactions
in which Walter Industries separates one or more of its existing businesses,
whether by sale, spin-off or otherwise, and whether or not any such transaction
or series of transactions requires a vote of the stockholders, shall not be
considered a “Change in Control.”


 


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 shall 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.


 


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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.
  Notwithstanding the foregoing, the Committee may, without obtaining the
  written consent of the Participant, amend this Agreement in any manner that
  it deems necessary or desirable to comply with the requirements of
  Section 409A of the Code or an exemption thereto.

  
	
   

  	
   

  	
   

  
	
   

  	
  (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)

  	
  This Agreement and the Plan constitute the entire
  understanding between the Participant and the Company regarding the RSUs
  granted hereunder. This Agreement and the Plan supersedes any prior
  agreements, commitments or negotiations concerning the RSUs granted
  hereunder.

  



 


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  (g)

  	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  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.

  



 


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


 


 


	
   

  	
   

  	
  Walter Industries, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  



 


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