exv10w18






Exhibit 10.18




NOTICE OF GRANT OF RESTRICTED STOCK AWARD




PRIMO WATER CORPORATION

2010 OMNIBUS LONG-TERM INCENTIVE PLAN



     FOR GOOD AND VALUABLE CONSIDERATION, Primo Water Corporation (the “Company”) hereby grants,
pursuant to the provisions of the Company’s 2010 Omnibus Long-Term Incentive Plan (the “Plan”), to
the Grantee designated in this Notice of Grant of Restricted Stock Award (the “Notice”) the number
of shares of the Common Stock of the Company set forth in the Notice, subject to certain
restrictions as outlined below in this Notice and the additional provisions set forth in the
attached Terms and Conditions of Restricted Stock Award (collectively, the “Agreement”).



	 	 	 

	Grantee:

	 	[                    ]
	 
	 	 
	Grant Date:

	 	[                    ]






	 	 	 

	#
of Shares of Restricted Stock:
   [                    ]






Purchase Price: The Grantee is not required to pay any cash Purchase Price for the Restricted
Shares. The Grantee’s service to the Company during the Restricted Period is deemed to be the
consideration for the Restricted Shares.



Vesting Schedule: Subject to the provisions contained in Paragraphs 4, 5 and 6 of the Terms and
Conditions, this Restricted Stock Award shall vest, and the applicable Restrictions set forth in
the Terms and Conditions shall lapse, in accordance with the following schedule, in the event the
Grantee does not have a Separation from Service prior to the applicable vesting date:




	 	 	 

	Date of Vesting
	 	Cumulative Amount Vested
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





Acceleration of Vesting: Notwithstanding the foregoing Vesting Schedule, the Restricted Stock Award
shall be deemed fully vested and no longer subject to forfeiture in the event of the Grantee’s
death or Disability. Further, vesting of the Restricted Stock Award shall be accelerated in
accordance with the terms of any applicable employment, change in control or similar agreement
between the Grantee and the Company or an Affiliate which is in effect during the Restricted Period
(the “Employment Agreement”).



By signing below, the Grantee agrees that this Restricted Stock Award is granted under and governed
by the terms and conditions of the Company’s 2010 Omnibus Long-Term Incentive Plan and the attached
Terms and Conditions.




	 	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	 	 	 
	Grantee	 	Primo Water Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	Title:	 	 	 
	 

	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	Date:	 	 	 
	 

	 	 
	 	 	 	 	 	 




















 








TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD



The Restricted Stock Award granted to the Grantee and described in the Notice of Grant is subject
to the terms and conditions of the Plan, which is incorporated by reference in its entirety into
these Terms and Conditions of Restricted Stock Award.



The Board of Directors of the Company has authorized and approved the 2010 Omnibus Long-Term
Incentive Plan (the “Plan”), which has been approved by the stockholders of the Company. The
[Board/Committee] has approved an award to the Grantee of a number of shares of the Company’s
Common Stock, conditioned upon the Grantee’s acceptance of the provisions set forth in the Notice
and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are
presented to the Grantee for review. For purposes of the Notice and these Terms and Conditions,
any reference to the Company shall include a reference to any Affiliate.





	1.	 	Grant of Restricted Stock.






     (a) Subject to the terms and conditions of the Plan, as of the Grant Date, the Company
grants to the Grantee the number of shares of Common Stock set forth in the Notice (the
“Restricted Shares”), subject to the restrictions set forth in Paragraph 2 of these Terms
and Conditions, the provisions of the Plan and the other provisions contained in these Terms
and Conditions. If and when the restrictions set forth in Paragraph 2 expire in accordance
with these Terms and Conditions without forfeiture of the Restricted Shares, and upon the
satisfaction of all other applicable conditions as to the Restricted Shares, such shares
shall no longer be considered Restricted Shares for purposes of these Terms and Conditions.




     (b) As soon as practicable after the Grant Date, the Company shall direct that a stock
certificate or certificates representing the applicable Restricted Shares be registered in
the name of and issued to the Grantee. Such certificate or certificates shall be held in
the custody of the Company or its designee until the expiration of the applicable Restricted
Period (as defined in Paragraph 3). Upon the request of the Company, the Grantee shall
deliver to the Company one or more stock powers endorsed in blank relating to the Restricted
Shares.




     (c) Except as provided in Paragraph 1(d), in the event that a certificate for the
Restricted Shares is delivered to the Grantee, such certificate shall bear the following
legend (the “Legend”):




The ownership and transferability of this certificate and the shares
of stock represented hereby are subject to the terms and conditions
(including forfeiture) of the Primo Water Corporation 2010 Omnibus
Long-Term Incentive Plan and a Restricted Stock Award Notice entered
into between the registered owner and Primo Water Corporation.
Copies of such Plan and Notice are on file in the executive offices
of Primo Water Corporation.




In addition, the stock certificate or certificates for the Restricted Shares shall be
subject to such stop-transfer orders and other restrictions as the Company may deem
advisable under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any
applicable federal or state securities law, and the Company may cause a legend or legends to
be placed on such certificate or certificates to make appropriate reference to such
restrictions.



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     (d) As soon as administratively practicable following the expiration of the Restricted
Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other
applicable conditions as to the Restricted Shares, including, but not limited to, the
payment by the Grantee of all applicable withholding taxes, the Company shall deliver or
cause to be delivered to the Grantee a certificate or certificates for the applicable
Restricted Shares which shall not bear the Legend.




     (e) Notwithstanding the foregoing, to the extent that this Agreement or the Plan
provide for or otherwise refer to issuance of certificates to reflect the transfer of shares
of Common Stock pursuant to the terms of this Award, the transfer of such shares may be
effected, in the Company’s discretion, on a book entry or such other noncertificated basis,
to the extent not prohibited by applicable law or the rules of any stock exchange on which
such shares are listed.




	2.	 	Restrictions.






     (a) The Grantee shall have all rights and privileges of a stockholder as to the
Restricted Shares, including the right to vote [and receive dividends or other
distributions] with respect to the Restricted Shares, except that the following restrictions
shall apply:




     (i) the Grantee shall not be entitled to delivery of the certificate or
certificates for the Restricted Shares until the expiration of the Restricted Period
without a forfeiture of the Restricted Shares and upon the satisfaction of all other
applicable conditions;




     (ii) none of the Restricted Shares may be sold, transferred, assigned, pledged
or otherwise encumbered or disposed of during the Restricted Period applicable to
such shares, except a transfer to a Family Member as provided in Section 17.12.2 of
the Plan or as otherwise permitted by the [Board/Committee] in its sole discretion
or pursuant to rules adopted by the [Board/Committee] in accordance with the Plan;
and




     (iii) all of the Restricted Shares shall be forfeited and returned to the
Company and all rights of the Grantee with respect to the Restricted Shares shall
terminate in their entirety on the terms and conditions set forth in Paragraph 4.




     (b) Any attempt to dispose of Restricted Shares or any interest in the Restricted
Shares in a manner contrary to the restrictions set forth in these Terms and Conditions
shall be void and of no effect.




	3.	 	Restricted Period and Vesting. The “Restricted Period” is the period beginning on
the Grant Date and ending on the date the Restricted Shares, or such applicable portion of the
Restricted Shares, are deemed vested under the schedule set forth in the Notice. The
Restricted Shares shall be deemed vested and no longer subject to forfeiture under Paragraph 4
in accordance with the vesting schedule set forth in the Notice.






	4.	 	Forfeiture.






     (a) Subject to Paragraph 6 below, if during the Restricted Period (i) the Grantee
incurs a Separation from Service, (ii) there occurs a material breach of the Notice or these
Terms and Conditions by the Grantee or (iii) the Grantee fails to meet the tax withholding
obligations described in Paragraph 5(b), all rights of the Grantee to the Restricted Shares
that have not vested in accordance with Paragraph 3 as of the date of such Separation from
Service (including pursuant to any applicable accelerated vesting provisions set forth in
the Notice) shall terminate immediately and be forfeited in their entirety.



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     (b) In the event of any forfeiture under this Paragraph 4, the certificate or
certificates representing the forfeited Restricted Shares shall be canceled to the extent of
any Restricted Shares that were forfeited.




	5.	 	Withholding.






     (a) The [Board/Committee] shall determine the amount of any withholding or other tax
required by law to be withheld or paid by the Company with respect to any income recognized
by the Grantee with respect to the Restricted Shares.




     (b) The Grantee shall be required to meet any applicable tax withholding obligation in
accordance with the provisions of Section 17.3 of the Plan.




     (c) Subject to any rules prescribed by the [Board/Committee], the Grantee shall have
the right to elect to meet any withholding requirement (i) by having withheld from this
Award at the appropriate time that number of whole shares of common stock whose Fair Market
Value is equal to the amount of any taxes required to be withheld with respect to such
Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to
be withheld with respect to such Award or (iii) by a combination of shares and cash.




	6.	 	[Board/Committee] Discretion. Notwithstanding any provision of the Notice or these
Terms and Conditions to the contrary, the [Board/Committee] shall have discretion under the
Plan to waive any forfeiture of the Restricted Shares as set forth in Paragraph 4, the
Restricted Period and any other conditions set forth in the Notice or these Terms and
Conditions.






	7.	 	Defined Terms. Capitalized terms used but not defined in the Notice and Agreement
shall have the meanings set forth in the Plan, unless such term is defined in any Employment
Agreement. Any terms used in the Notice and Agreement, but defined in the Grantee’s
Employment Agreement are incorporated herein by reference and shall be effective for purposes
of the Notice and these Terms and Conditions without regard to the continued effectiveness of
such Employment Agreement.






	8.	 	Nonassignability. The Restricted Shares may not be sold, assigned, transferred
(other than by will or the laws of descent and distribution, or a transfer to a Family Member
as provided in Section 17.12.2 of the Plan), pledged, hypothecated, or otherwise encumbered or
disposed of until the restrictions on such Shares, as set forth in the Agreement, have lapsed
or been removed.






	9.	 	Grantee Representations. The Grantee hereby represents to the Company that the
Grantee has read and fully understands the provisions of the Notice, these Terms and
Conditions and the Plan and the Grantee’s decision to participate in the Plan is completely
voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her
own advisors with respect to the tax consequences of this restricted stock award.






	10.	 	Regulatory Restrictions on the Restricted Shares. Notwithstanding the other
provisions of this Agreement, the [Board/Committee] shall have the sole discretion to impose
such conditions, restrictions and limitations on the issuance of Common Stock with respect to
this Award unless and until the [Board/Committee] determines that such issuance complies with
(i) any applicable registration requirements under the Securities Act or the [Board/Committee]
has determined that an exemption therefrom is available, (ii) any applicable listing
requirement of any stock exchange on which the Common Stock is listed, (iii) any applicable
Company policy or administrative




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	 	 	rules, and (iv) any other applicable provision of state, federal or foreign law, including
foreign securities laws where applicable






	11.	 	Miscellaneous.






	 	11.1	 	Notices. All notices, requests, deliveries, payments, demands and
other communications which are required or permitted to be given under these Terms and
Conditions shall be in writing and shall be either delivered personally or sent by
registered or certified mail, or by private courier, return receipt requested, postage
prepaid to the parties at their respective addresses set forth herein, or to such other
address as either shall have specified by notice in writing to the other. Notice shall
be deemed duly given hereunder when delivered or mailed as provided herein.
	 
	 	11.2	 	Waiver. The waiver by any party hereto of a breach of any provision of
the Notice or these Terms and Conditions shall not operate or be construed as a waiver
of any other or subsequent breach.
	 
	 	11.3	 	Entire Agreement. These Terms and Conditions, the Notice, the Plan and
any applicable Employment Agreement constitute the entire agreement between the parties
with respect to the subject matter hereof.
	 
	 	11.4	 	Binding Effect; Successors. These Terms and Conditions shall inure to
the benefit of and be binding upon the parties hereto and to the extent not prohibited
herein, their respective heirs, successors, assigns and representatives. Nothing in
these Terms and Conditions, express or implied, is intended to confer on any person
other than the parties hereto and as provided above, their respective heirs,
successors, assigns and representatives any rights, remedies, obligations or
liabilities.
	 
	 	11.5	 	Governing Law. The Notice and these Terms and Conditions shall be
governed by and construed in accordance with the laws of the State of North Carolina
without giving effect to the principles of conflicts of law, provided that the
provisions set forth herein that are required to be governed by the Delaware General
Corporation Law shall be governed by such law.
	 
	 	11.6	 	Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of these Terms and Conditions.
	 
	 	11.7	 	Conflicts; Amendment. The provisions of the Plan are incorporated in
these Terms and Conditions in their entirety. In the event of any conflict between the
provisions of this Agreement and the Plan, the provisions of the Plan shall control.
Further, in the event of any conflict between the provisions of this Agreement and any
Employment Agreement, the provisions of such Employment Agreement shall control. The
Agreement may be amended at any time by the [Board/Committee], provided that no
amendment may, without the consent of the Grantee, materially impair the Grantee’s
rights with respect to the Restricted Stock Award.
	 
	 	11.8	 	No Right to Continued Employment. Nothing in the Notice or these Terms
and Conditions shall confer upon the Grantee any right to continue in the employ or
service of the Company or affect the right of the Company to terminate the Grantee’s
employment or service at any time.




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	 	11.9	 	Further Assurances. The Grantee agrees, upon demand of the Company or
the [Board/Committee], to do all acts and execute, deliver and perform all additional
documents, instruments and agreements which may be reasonably required by the Company
or the [Board/Committee], as the case may be, to implement the provisions and purposes
of the Notice and these Terms and Conditions and the Plan.






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