**Exhibit 10.1.24**

 

RESTRICTED SHARE AWARD 

 

Date of Award: (Date) 

Number of Shares Awarded: (Shares) 

 

(Name) 

(Address) 

(City, State Zip) 

 

Dear (Recipient):

 

We are pleased to inform you that as a keyemployee of Terra Industries Inc. (the “Corporation”) or a Subsidiary thereof, you have been awarded, under the Stock Incentive Plan of 2002 (the “Plan”), the number of Common Shares of the Corporation set forth above, subject tocertain restrictions, terms and conditions set forth in this letter and in the Plan. The restricted Common Shares issued to you are referred to in this letter as the “Restricted Shares.” 

 

1.    From the date hereof until the restrictions on theRestricted Shares terminate (the “Restriction Period”), the Restricted Shares shall not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed; provided, however, that any of the Restricted Shares may be exchanged forany other Common Shares that are similarly restricted. 

 

2.    The Restriction Period shall terminate at the following times: 

 

a.    The Restriction Period shall terminate with respect to one hundred percent (100%) all of theRestricted Shares on the day any one of the following occurs within three (3) years of the Date of Award: (i) any person or group of persons acting in concert (other than Anglo American plc, and its affiliates or a group consisting solely of suchpersons (the “Anglo American Affiliates”)) acquires beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934) of the outstanding securities (the“Voting Shares”) of the Corporation in an amount having, or convertible into securities having, 25% or more of the ordinary voting power for the election of directors of the Corporation, provided that this 25% beneficial ownership triggershall apply only when the Anglo American Affiliates no longer own 50% or more of the Voting Shares; (ii) during a period of not more than 24 months, a majority of the Board of Directors of the Corporation ceases to consist of the existing membershipor successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Corporation’s outstanding securities entitled to vote do notown more than 60% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of theCorporation or (B) a sale or other disposition of all or substantially all of the assets of the Corporation, or a transaction having a similar effect. 

 

b.    The Restriction Period shall terminate with respect to one hundred percent (100%) of the Restricted Shares on the business day following the third anniversary of the Date of Award. 

 

c.    Notwithstanding theforegoing, if you are or become a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code, the Restriction Period for any portion of the shares whose vesting would result in a loss of deduction to theCorporation shall continue until the date on which the Restricted Shares can be freed of restriction without resulting in the loss of deduction or the date of your retirement or termination without cause. For these purposes “cause” shallhave the same meaning as set forth in your Executive Retention Agreement and “retirement” shall be determined in accordance with the established policy of the Corporation. 

 

***The Corporation shall retain possession of the Restricted Shares until the later to occur of the termination of theRestriction Period and the termination of the security interest described in Section 6 of this letter.***

 

3.    If your employment with the Corporation and all Subsidiaries terminates during the term of this agreement, all Restricted Shares subject to the Restriction Period shallautomatically be forfeited by you and reconveyed to the Corporation, except as follows: 

 

a.    If your employment terminates by reason of death, the Restricted Shares shall continue to beeligible for vesting pursuant to Section 2 for a period of one year from the date of death (provided that such vesting must occur, if at all, on or before the third anniversary hereof). 

 

b.    If your employment terminates by reason of Total Disability, theRestricted Shares shall continue to be eligible for vesting pursuant to Section 2 (provided that such vesting must occur, if at all, on or before the third anniversary hereof). 

 

c.    In cases of special circumstances the Personnel Committee may, inits sole discretion when it finds that a waiver would be in the best interests of the Corporation, extend the period for vesting or terminate the Restriction Period with respect to all or a portion of your Restricted Shares. 

 

4.    ***This award shall not be effective unless yousign a copy of this letter and deliver it to the Corporate Secretary of the Corporation, Terra Centre, 600 Fourth Street, Sioux City, Iowa 51101, before 4:30 p.m. central time on (Due Date).*** If the Corporate Secretary does not have yourproperly executed copy of this letter before such time, then, anything in this letter to the contrary notwithstanding, this award shall terminate and be of no effect. Your signing and delivering a copy of this letter shall evidence your acceptanceof the Restricted Shares upon the terms and conditions of this Award. Attached is a copy of your Stock Certificate and Stock Power. Your execution of the stock power will permit the Corporation to enforce the security interest described in Section 6of this letter or reconvey the Restricted Shares to the Corporation in the event the Award is forfeited. 

 

5.    Except as set forth in this letter, upon the issuance of the Restricted Shares you shall have all of the rights of a stockholder, including the right to vote the RestrictedShares and the right to receive 

 

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dividends thereon. The certificates for any Restricted Shares shall bear an appropriate legend recitingthe terms, conditions and restrictions applicable thereto, and shall be subject to appropriate stop-transfer orders. The Corporation shall issue your Restricted Shares promptly after the Corporation’s Corporate Secretary receives the documentsset forth in Section 4, the Restricted Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which the Common Shares of the Corporation are listed and there has been compliance with suchlaws and regulations as the Corporation may deem applicable. The Corporation agrees to use its best efforts to effect such listing and compliance. 

 

6.    You hereby agree to pay to the Corporation, or otherwise make arrangements satisfactory to the Corporation regarding payment of,any federal, state or local taxes required or authorized by law to be withheld with respect to the award of the Restricted Shares or the termination of the Restriction Period (the “Withholding Taxes”). The Corporation shall have, to theextent permitted by law, the right to deduct from any payment of any kind otherwise due to the Employee, any Withholding Taxes and to condition the delivery of the Restricted Shares after the termination of the Restriction Period on the payment tothe Corporation of the Withholding Taxes. You hereby grant to the Corporation a security interest in the Restricted Shares to secure the reconveyance of the Restricted Shares to the Corporation upon any forfeiture and to ensure adequate provisionfor the Withholding Taxes. The Corporation shall release its security interest in respect of any Restricted Shares on which (i) the Restriction Period has terminated and (ii) all Withholding Taxes have been paid. In lieu of the payment of suchamounts in cash, you may pay all or a portion of the Withholding Taxes by (a) the delivery of Common Shares not subject to any Restriction Period or (b) having the Corporation withhold a portion of the Common Shares otherwise to be delivered uponvesting of the Restricted Shares. 

 

7.    TheCorporation may, in its sole discretion, at any time or from time to time, in lieu of the delivery of all or any portion of your Restricted Shares, pay to you cash equal to the Fair Market Value (as defined in the Stock Incentive Plan of 2002) ofsuch shares on the day the Restriction Period terminates. 

 

8.    If any distribution is made to the holders of Restricted Shares other than a cash dividend and new, different, or additional shares or other securities of the Corporation or of another company are receivedby the holders of the Restricted Shares, or if any recapitalization or reclassification, split-up or consolidation of the Restricted Shares shall be effected, or, if in connection with a merger or consolidation of the Corporation or a sale by theCorporation of all or a part of its assets, the Restricted Shares are exchanged for a different number or class of shares of stock or other securities of the Corporation or for shares of stock or other securities of any other company, then any suchother securities shall be subject to similar restrictions as the Restricted Shares, and the number and class of Restricted Shares, and the restrictions, terms and other conditions applicable to any such other securities shall be equitably determinedby the Committee. 

 

9.    Nothing in thisAgreement shall confer upon the Employee any right to continue in the employ of the Corporation or a Subsidiary, or affect the right of the Corporation or of any Subsidiary to terminate the employment of the Employee, with or without cause.

 

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TheseRestricted Shares are awarded pursuant to the Plan and are subject to its terms. Capitalized terms used in this letter have the same meanings as defined in the Plan. A copy of the Plan is being furnished to you with this letter and also is availableon request from the Corporate Secretary of the Corporation. 

 

Very truly yours,

 

TERRA INDUSTRIES INC.

By:
 
 
  
President and Chief Executive Officer

By:
 
 
  
Vice President, General Counsel

and Corporate Secretary
   
 

 

I hereby agree to the terms and conditions set forth above and acknowledge receipt of the Stock Incentive Plan of 2002 and the Prospectuscovering shares issued under that Plan. 

 

 

Signature of Employee

 
   
 

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