EX-10.2






Exhibit 10.2




HILLENBRAND INDUSTRIES, INC.

STOCK AWARD

(EFFECTIVE March 16, 2006)




1. Purpose. The purpose of the Hillenbrand Industries, Inc. Stock Award (hereinafter
called the “Award”) is to promote profitability and growth of Hillenbrand Industries, Inc. (the
“Company”) by offering an incentive payable in Company common stock to Kenneth A. Camp (“Employee”)
who contributes to such profitability and growth.



2. Amount of Award. The Company shall cause an account to be established in the name
of the Employee (“Deferred Stock Account”), which shall be assumed to be invested in EIGHTEEN
THOUSAND SIX HUNDRED AND SEVENTY ONE (18,671) shares (“Initial Deferred Stock Award”) of common
stock, no par value of the Company (“Common Stock”). No actual shares of Common Stock shall be
held in the Deferred Stock Account, and the number of shares of Common Stock maintained in the
Deferred Stock Account (“Deferred Stock”) shall be a book entry which states the number of shares
of Common Stock the Employee would have a right to receive in accordance with the terms of this
Award. Any cash dividend paid on Common Stock by the Company while the Deferred Stock Account
exists will be assumed to be paid on the Deferred Stock in the Deferred Stock Account and shall be
assumed to be reinvested in Common Stock on the date of such dividend payment, thereby increasing
the number of shares of Deferred Stock maintained in the Deferred Stock Account. Any stock
dividends, stock splits and other similar rights inuring to Common Stock shall also be assumed to
inure to the Deferred Stock, which may increase or decrease the number of shares of Deferred Stock
in the Deferred Stock Account. The Initial Deferred Stock Award plus any increases or less any
decreases due to cash dividends, stock dividends, stock splits and any other similar rights inuring
to Common Stock as set forth in the two immediately preceding sentences shall herein after be
referred to as the “Deferred Stock Award.”



If Employee’s employment with the Company or any of its Subsidiaries (as defined in the Plan)
continues uninterrupted from the effective date of this Award through the day after the first,
second, third and fourth anniversaries of such effective date, respectively, an amount of Deferred
Stock which equals a percentage as set forth below of the Deferred Stock Award, shall be
non-forfeitable (“Vested Deferred Stock”), and the Company shall, subject to his election to defer
receipt, deliver to him shares of Common Stock equal in number to the number of shares of Deferred
Stock which became Vested Deferred Stock on the day after such first, second, third and fourth
anniversary dates as follows:





1



	 	 	 
	The day after the first anniversary

date of the effective date of this

Award

	 	



15% of the Deferred Stock Award
	 

	 	

	 
	 	 
	The day after the second

anniversary date of the effective

date of this Award

	 	



15% of the Deferred Stock Award
	 

	 	

	 
	 	 
	The day after the third anniversary

date of the effective date of this

Award

	 	



15% of the Deferred Stock Award
	 

	 	

	 
	 	 
	The day after the fourth

anniversary date of the effective

date of this Award

	 	



55% of the Deferred Stock Award
	 

	 	 






Any Deferred Stock maintained in the Deferred Stock Account which is not Vested Deferred Stock
shall, upon the Employee’s termination of employment, be forfeited by Employee without the payment
of any consideration or further consideration by the Company, and neither Employee nor any
successors, heirs, assigns, or legal representatives of Employee shall thereafter have any further
rights or interest in such forfeited Deferred Stock. Any fractional shares of Vested Deferred
Stock shall be rounded up to the next whole share of Vested Deferred Stock.



Notwithstanding the schedule set forth above, Deferred Stock maintained in the Deferred Stock
Account shall become Vested Deferred Stock upon (A) the occurrence of any one of the following
events: (i) the Employee’s employment with the Company, one of its Subsidiaries (as defined in the
Plan) or one of their respective divisions is terminated by such applicable entity without “cause”
(as defined in that certain outstanding Employment Agreement by and between such entity and
Employee (“Employment Agreement”)) or Employee’s termination of employment is for “Good Reason” (as
defined in the Employment Agreement) or (ii) termination of Employee’s employment with the Company,
one of its Subsidiaries or one of their respective divisions by reason of disability, as determined
by the Compensation and Management Development Committee of the Company’s Board of Directors (the
“Committee”), or death, or (B) the occurrence of (i) a Change in Control (as defined in Section
14.2 of the Plan), or (ii) a sale, transfer or disposition of substantially all of the assets or
capital stock of a Subsidiary (as defined in the Plan) or division of the Company or one of its
Subsidiaries for whom the Employee is employed at the time of such Change in Control, sale,
transfer or disposition. Temporary absences from employment because of illness, vacation or leave
of absence and transfers among the Company and/or any of its Subsidiaries shall not be considered
terminations of employment. For purposes of this Agreement and the Plan, the Committee shall have
absolute discretion to determine the date and circumstances of termination of Employee’s
employment, and its determination shall be final, conclusive and binding upon Employee. Except as
provided in this paragraph, upon termination of employment with the Company, one of its
Subsidiaries (as defined in the Plan) or one of their respective divisions, the Employee shall be
entitled to receive only the number of shares of Vested Deferred Stock as set forth in the vesting
schedule set forth in the second paragraph of this Section 2.



The shares of Common Stock delivered to the Employee shall be from shares held by the Company as
treasury stock or from shares of Common Stock acquired by the Company in the open market. Subject
to the Employee’s election to defer, all shares of Common Stock to be delivered to the Employee
shall be delivered (i) as soon as administratively possible after the day after the corresponding
anniversary date, (ii) as soon as administratively possible after the Employee’s termination of
employment, or (iii) after the occurrence of the events described in clauses (B) (i) and (ii) in
the immediate foregoing paragraph of this Section, provided that the shares of Common Stock to be
delivered as set forth herein (not deferred shares) shall be delivered no later than the
15th day of the third month following the end of the Company’s first taxable year in
which such shares become Vested Deferred Stock. It is intended that no delivery of shares of
Common Stock will cause Employee adverse tax consequences under Section 409A of the Internal
Revenue Code of 1986, as amended (“Code”).



3. Administration of the Award. The Committee shall administer the Award. The
Committee shall have complete and full discretion in the administration and interpretation of the
terms of the Award.



4. Right to Defer Payment of Award.



(a) Election to Defer Award. The Employee may elect to defer payment of the Award otherwise
due on the anniversary date set forth in Section 2 by completing a written election and delivering
such election to the Company at least one year prior to the applicable anniversary date; provided
however, that the completion of such written election and the delivery of such election may be at
such other date as determined by the Committee that complies with the requirements of Code Section
409A or other applicable law to insure the validity of such deferral. At the end of the deferral
period elected by the Employee (or within a certain period of time after the last day of the
deferral period as determined by the Committee or required by law to insure the validity of the
deferral), the Company, consistent with Section 2 and subject to Section 6, 7 and 8 shall deliver
to the Employee shares of Common Stock equal in number to the number of Vested Deferred Stock held
in the Employee’s Deferred Stock Account.



(b) Financial Hardship. A withdrawal from the Employee’s Deferred Stock Account of Vested
Deferred Stock shall be permitted prior to the termination of the deferral period in the event that
the Employee experiences an “unforeseeable emergency” as such term in defined Section
409A(a)(2)(B)(ii) of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations
issued therewith. The Employee must apply to the Committee for an unforeseeable emergency
withdrawal and demonstrate that the circumstances being experienced were not under the Employee’s
control and constitute a real emergency, which is likely to cause a severe financial hardship. The
Committee shall have the authority to require such medical or other evidence as it may need to
determine the necessity for the Employee’s withdrawal request. If such application for withdrawal
is permitted, the amount of such withdrawal shall be limited to an amount reasonably necessary to
satisfy the emergency need, and the Committee must take into account any additional compensation
available. If the Employee makes a withdrawal, the amount of the Employee’s Deferred Stock Account
under this Award shall be proportionately reduced to reflect the withdrawal. Also, the withholding
requirements described in Section 7 shall also be effected before the withdrawal. Notwithstanding
anything in this Section 4(b) to the contrary, any withdrawal for any unforeseeable emergency must
comply with Section 409A(a)(2)(B) of the Code.



5. No Rights as Stockholder. Employee shall have no rights as a stockholder with
respect to any shares of Common Stock covered by this Award until shares of Common Stock are
delivered to the Employee pursuant to the last paragraph in Section 2 and Section 4. Until such
time, Employee shall not be entitled to dividends (except where the Employee’s Deferred Stock
Account is adjusted pursuant to the first paragraph of Section 2) or to vote at meetings of the
stockholders of the Company.



6. Compliance With Securities Laws. Prior to the receipt of any certificates for
shares of Common Stock pursuant to this Award, Employee (or Employee’s beneficiary or legal
representative upon Employee’s death or disability) shall enter into such additional written
representations, warranties and Awards as the Company may reasonably request in order to comply
with applicable securities laws or with this Award.



7. Stock Ownership Guidelines. Employee (or Employee’s beneficiary or legal
representative upon the Employee’s death or disability) shall be bound by the “Stock Ownership
Guidelines” of the Company as may be in effect from time to time.



8. Withholding. Any payment of Common Stock under this Award shall be subject to
applicable federal and state withholding requirements. Hence, unless the Employee delivers a check
to the Company equal to the required withholding, the number of shares distributed shall be reduced
to meet the Employee’s applicable withholding requirements.



9. Designation of Beneficiary. The Employee shall be permitted to provide to the
Committee a beneficiary designation for receipt of his or her Award after death. If the Employee
fails to designate a beneficiary, or if the designated beneficiary predeceases the Employee, the
Award shall be paid to the deceased Employee’s spouse, if living, or if such spouse is not living,
to the deceased Employee’s estate.



10. Adjustments. If there is a change in the outstanding shares of the Common Stock
by reason of any stock dividend or split, re-capitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other similar corporate change occurring after
the effective date of this Award, the Committee shall adjust the number of shares of Common Stock
subject to the Award to reflect the change, and such adjustment shall be conclusive and binding
upon the Employee and the Company.



11. Non-Transferability.



(a) The Deferred Stock, the Deferred Stock Account and the Vested Deferred Stock may not be
sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered and no such
sale, assignment, transfer, exchange, pledge, hypothecation, or encumbrance, whether made or
created by a voluntary act of the Employee or any agent of the Employee or by operation of law,
shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the
Company, its successors or any agent thereof.



(b) No amounts payable under the Award shall be transferable by the Employee other than by his
designation of a beneficiary pursuant to Section 9. The amounts payable under the Award shall be
exempt from the claims of creditors of the Employee and from all orders, decrees, levies and
executions and any other legal process to the fullest extent that may be permitted by law.



12. Amendments to Award. The Award may only be modified upon the mutual agreement of
the Company and the Employee.



13. Source of Benefit Payments. The payment of the Award to the Employee shall be
paid solely from the general assets of the Company. Until the actual delivery of the shares of
Common Stock, the Employee shall not have any interest in any specific assets of the Company,
including shares of Common Stock, under the terms of the Award. The Award shall not be considered
to create an escrow account, trust fund or other funding arrangement of any kind, or a fiduciary
relationship between the Employee and the Company. Until such time of payment, no shares of the
Common Stock shall be set aside by the Company for the Award.



14. Successors and Assigns.



(a) This Award is personal to the Employee and without the prior written consent of the
Company shall not be assignable by the Employee except by will or the laws of descent and
distribution. This Award shall inure to the benefit of and be enforceable by the Employee’s
guardian and legal representatives.



(b) This Award shall inure to the benefit of and be binding upon the Company and its
successors and assigns.



(c) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Award in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place.



15. Award Subject to Plan. This Award is subject to the terms of the Hillenbrand
Industries, Inc. Stock Incentive Plan (“Plan”). The terms and provisions of the Plan (including
any subsequent amendments thereto) are hereby incorporated herein by reference. Except for the
provisions of Section 2 above relating to termination of employment by the appropriate entity
without “cause” or by the Employee for “Good Reason,” in the event of a conflict between any terms
and provisions contained herein and the terms or provisions of the Plan, the applicable terms or
provisions of the Plan will govern and prevail.



16. Governing Law. This Award shall be governed by and construed in accordance with
the internal laws of the State of Indiana without reference to principles of conflict of laws. The
captions of this Award are not part of the provisions hereof and shall have no force or effect.
This Award may not be amended or modified except by a written Award executed by the parties hereto
or their respective successors and legal representatives.



17. Severability. The invalidity or unenforceability of any provision of this Award
shall not affect the validity or enforceability of any other provision of this Award.



18. No Waiver. The failure of the Employee or the Company to insist upon strict
compliance with any provision of this Award or the failure to assert any right the Employee or the
Company may have under this Award shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Award.



19. Entire Award. The Employee and the Company acknowledge that this Award supersedes
any prior agreement between the parties with respect to the subject matter of this Award.



20. Counterparts. This Award may be executed in counterparts, which together shall
constitute one and the same original.



Effective Date: March 16, 2006



HILLENBRAND INDUSTRIES, INC.



By:      

Rolf A. Classon

President and Chief Executive Officer





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