Exhibit 10.2


 


Restricted
Stock Agreement


 


REDDY ICE
HOLDINGS, INC.


2005 LONG
TERM INCENTIVE AND SHARE AWARD


PLAN, AS
AMENDED


 


GRANTEE: GILBERT
M. CASSAGNE


 


NO. OF
SHARES: 30,000


 


This Agreement (the “Agreement”) evidences the award of 30,000
restricted shares (each, an “Award Share,”
and collectively, the “Award Shares”)
of the common stock, $0.01 par value per share (“Common
Stock”), of Reddy Ice Holdings, Inc., a Delaware corporation
(the “Company”), granted to you, Gilbert
M. Cassagne, effective as of June 23, 2008 (the “Grant
Date”), pursuant to the Reddy Ice Holdings, Inc. 2005 Long
Term Incentive and Share Award Plan, as amended (the “Plan”)
and conditioned upon your agreement to the terms described below. All of the
provisions of the Plan are expressly incorporated into this Agreement.


 


1.             Terminology. Unless
otherwise provided in this Agreement, capitalized words used herein are defined
in the Glossary at the end of this Agreement.


 


2.             Vesting. All
of the Award Shares immediately vest upon the execution of this Agreement, but
are subject to forfeiture if you are terminated by the Company for Cause or you
terminate your employment with the Company without Good Reason prior to the one
year anniversary of the Grant Date (the “Anniversary”).


 


4.             Restrictions on
Transfer.


 


(a)           Prior to the
Anniversary, Award Shares may not be sold, assigned, transferred, pledged,
hypothecated or disposed of in any way (whether by operation of law or
otherwise), except by will or the laws of descent and distribution, and shall
not be subject to execution, attachment or similar process.


 


                (b)           Any attempt to dispose of any such Award
Shares in contravention of the restrictions set forth in Section 4(a) shall
be null and void and without effect. The Company shall not be required to (i) transfer
on its books any Award Shares that have been sold or transferred in
contravention of this Agreement or (ii) treat as the owner of Award
Shares, or otherwise accord voting, dividend or liquidation rights to, any
transferee to whom Award Shares have been transferred in contravention of this
Agreement.


 


5.             Stock Certificates.
You are reflected as the owner of record of the Award Shares as of the Grant
Date on the Company’s books. The Company or an escrow agent appointed by the Committee
will hold in escrow the share certificates for safekeeping, or the Company may
otherwise retain the Award Shares in uncertificated book entry form, until the
Anniversary. Until the Anniversary, any share certificates representing the
Award Shares will include a legend to the effect that you may not sell, assign,
transfer, pledge, or hypothecate the Award Shares. All regular cash dividends
on the Award Shares held by the Company will be paid directly to you on the
dividend payment date. As soon as practicable after the Anniversary, the
Company will deliver a share certificate to you, or deliver shares
electronically or in


 


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certificate form to your designated broker on your behalf, for the
Award Shares.  Upon the request of the
Administrator, you shall deliver to the Company a stock power, endorsed in
blank, with respect to the Award Shares that have been forfeited pursuant to
this Agreement.


 


6.             Tax Election and
Tax Withholding.


 


(a)           The Company has agreed
to provide to you a tax “gross-up” with respect to the Award Shares as set
forth in the Employment Agreement. Except as contemplated by the tax “gross-up”,
you hereby agree to make adequate provision for foreign, federal, state and
local taxes required by law to be withheld, if any, which arise in connection
with the grant of the Award Shares. The Company shall have the right to deduct
from any compensation or any other payment of any kind due you (including
withholding the issuance or delivery of shares of Common Stock or redeeming
Award Shares) the amount of any federal, state, local or foreign taxes required
by law to be withheld as a result of the grant of the Award Shares in whole or
in part; provided, however, that the value of the shares of Common Stock withheld
or redeemed may not exceed the statutory minimum withholding amount required by
law. In lieu of such deduction, the Company may require you to make a cash
payment to the Company equal to the amount required to be withheld. If you do
not make such payment when requested, the Company may refuse to issue any
Common Stock certificate under this Agreement until arrangements satisfactory
to the Committee for such payment have been made.


 


(b)           You hereby acknowledge
that you have been advised by the Company to seek independent tax advice from
your own advisors regarding the availability and advisability of making an
election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, and that any such election, if made, must be made within 30 days of
the Grant Date. You expressly acknowledge that you are solely responsible for
filing any such Section 83(b) election with the appropriate
governmental authorities, irrespective of the fact that such election is also
delivered to the Company. You may not rely on the Company or any of its
officers, directors or employees for tax or legal advice regarding this award. You
acknowledge that you have sought tax and legal advice from your own advisors
regarding this award or have voluntarily and knowingly foregone such
consultation.


 


7.             Adjustments for
Corporate Transactions and Other Events.


 


(a)           Stock Dividend, Stock Split and Reverse Stock Split.  Upon a stock
dividend of, or stock split or reverse stock split affecting, the Common Stock,
the number of Award Shares and the number of such Award Shares that are
nonvested and forfeitable shall, without further action of the Committee, be
adjusted to reflect such event. The Committee shall make adjustments, in its
discretion, to address the treatment of fractional shares with respect to the
Award Shares as a result of the stock dividend, stock split or reverse stock
split; provided that such adjustments do not result in the issuance of
fractional Award Shares. Adjustments under this Section 7 will be made by
the Committee, whose determination as to what adjustments, if any, will be made
and the extent thereof will be final, binding and conclusive.


 


(b)           Binding Nature of Agreement. The terms and conditions of this
Agreement shall apply with equal force to any additional and/or substitute
securities received by you in exchange for, or by virtue of your ownership of,
the Award Shares, to the same extent as the Award Shares with respect to which
such additional and/or substitute securities are distributed, whether as a
result of any spin-off, stock split-up, stock dividend, stock distribution,
other reclassification of the Common Stock of the Company, or similar event,
except as otherwise determined by the Committee. If the Award Shares are
converted into or exchanged for, or stockholders of the Company receive by
reason of any distribution in total or partial liquidation or pursuant to any
merger of the Company or acquisition of its assets, securities of another
entity, or other property (including cash), then the rights of the Company
under this Agreement shall inure to the benefit of the Company’s successor, and
this Agreement shall apply to the securities or other property (including cash)
received upon such conversion, exchange or distribution in the same manner and
to the same extent as the Award Shares.


 


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8.             Non-Guarantee of
Employment or Service Relationship. Nothing in the Plan or this Agreement
shall alter your at-will or other employment status or other service
relationship with the Company, nor be construed as a contract of employment or
service relationship between the Company and you, or as a contractual right of
you to continue in the employ of, or in a service relationship with, the
Company for any period of time, or as a limitation of the right of the Company
to discharge you at any time with or without Cause or notice and whether or not
such discharge results in the forfeiture of any Award Shares or any other
adverse effect on your interests under the Plan.


 


9.             Rights as
Stockholder. Except as otherwise provided in this Agreement with respect to
Award Shares held prior to the Anniversary, you will possess all incidents of
ownership of the Award Shares, including the right to vote the Award Shares and
receive dividends and/or other distributions declared on the Award Shares.


 


10.           The Company’s Rights.
The existence of the Award Shares shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the Company’s
capital structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or other stocks with
preference ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of the Company’s assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.


 


11.           Notices. All
notices and other communications made or given pursuant to this Agreement shall
be in writing and shall be sufficiently made or given if hand delivered or
mailed by certified mail, addressed to you at the address contained in the
records of the Company, or addressed to the Committee, care of the Company for
the attention of its Corporate Secretary at its principal executive office or,
if the receiving party consents in advance, transmitted and received via
telecopy or via such other electronic transmission mechanism as may be
available to the parties.


 


12.           Entire Agreement.
This Agreement contains the entire agreement between the parties with respect
to the Award Shares granted hereunder. Any oral or written agreements, representations,
warranties, written inducements, or other communications made prior to the
execution of this Agreement with respect to the Award Shares granted hereunder
shall be void and ineffective for all purposes.


 


13.           Amendment. This
Agreement may be amended from time to time by the Committee in its discretion; provided,
however, that this Agreement may not be modified in a manner that would
have a materially adverse effect on the Award Shares as determined in the
discretion of the Committee, except as provided in the Plan or in a written
document signed by each of the parties hereto.


 


14.           Conformity with Plan.
This Agreement is intended to conform in all respects with, and is subject to
all applicable provisions of, the Plan. Inconsistencies between this Agreement
and the Plan shall be resolved in accordance with the terms of the Plan. In the
event of any ambiguity in this Agreement or any matters as to which this
Agreement is silent, the Plan shall govern. A copy of the Plan is  available upon request to the Committee.


 


15.           Governing Law.
The validity, construction and effect of this Agreement, and of any
determinations or decisions made by the Committee relating to this Agreement,
and the rights of any and all persons having or claiming to have any interest
under this Agreement, shall be determined exclusively in accordance with the
laws of the State of New York, without regard to its provisions concerning the
applicability of laws of other jurisdictions. Any suit with respect hereto will
be brought in the federal or state courts in the districts which include New
York County, New York, and you hereby agree and submit to the personal
jurisdiction and venue thereof.


 


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16.           Headings. The
headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.


 


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


 


18.           Electronic Delivery
of Documents. By your signing this Agreement, you (i) consent to the
electronic delivery of this Agreement, all information with respect to the Plan
and the Award Shares and any reports of the Company provided generally to the
Company’s stockholders; (ii) acknowledge that you may receive from the
Company a paper copy of any documents delivered electronically at no cost to
you by contacting the Company by telephone or in writing; (iii) further
acknowledge that you may revoke your consent to the electronic delivery of
documents at any time by notifying the Company of such revoked consent by
telephone, postal service or electronic mail; and (iv) further acknowledge
that you understand that you are not required to consent to electronic delivery
of documents.


 


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GLOSSARY


 


(a)           “Affiliate”
means any entity, whether now or hereafter existing, which controls, is
controlled by, or is under common control with Reddy Ice Holdings, Inc. (including
but not limited to joint ventures, limited liability companies and
partnerships). For this purpose, “control” means ownership of 50% or more of
the total combined voting power or value of all classes of stock or interests
of the entity.


 


(b)           “Cause” shall mean the circumstances set forth in Section 4.3
of your Employment Agreement with the Company dated June 23, 2008 (the “Employment Agreement”).


 


(c)           “Committee”
means Compensation Committee of the Board or such other Board Committee as may
be designated by the Board to administer the Plan.


 


(d)           “Company”
means Reddy Ice Holdings, Inc. and its Affiliates, except where the
context otherwise requires.


 


(e)           “Good
Reason” has the meaning ascribed to such term in Section 7.10(iii) of
the Employment Agreement.


 


(f)            “Service”
means your employment or other service relationship with the Company and its
Affiliates. Your Service will be considered to have ceased with the Company and
its Affiliates if, immediately after a sale, merger or other corporate
transaction, the trade, business or entity with which you are employed or
otherwise have a service relationship is not Reddy Ice Holdings, Inc. or
an Affiliate of Reddy Ice Holdings, Inc.


 


(g)           “You”;
“Your”. You means the recipient of
the Award Shares as reflected in the first paragraph of this Agreement. Whenever
the word “you” or “your” is used in any provision of this Agreement under
circumstances where the provision should logically be construed, as determined
by the Committee, to apply to the estate, personal representative, or
beneficiary to whom the Award Shares may be transferred by will or by the laws
of descent and distribution, the words “you” and “your” shall be deemed to
include such person.


 


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IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer.


 


 


	
   

  	
   

  	
  REDDY ICE HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William P. Brick

  
	
   

  	
   

  	
  Name:

  	
  William P. Brick

  
	
   

  	
   

  	
  Title:

  	
  Executive Chairman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  June 23, 2008

  
							



 


The undersigned hereby
acknowledges that he has carefully read this Agreement and agrees to be bound
by all of the provisions set forth herein. The undersigned also consents to
electronic delivery of all notices or other information with respect to the
Award Shares or the Company.


 


	
  WITNESS:

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Steven J. Janusek

  	
   

  	
  /s/ Gilbert. M. Cassagne

  
	
   

  	
   

  	
  Gilbert M. Cassagne

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  June 23, 2008

  



 


Enclosure:  The Reddy Ice Holdings, Inc. 2005 Long
Term Incentive and Share Award Plan, as amended


 


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