exv10w04







Exhibit 10.04




ITT CORPORATION

2003 EQUITY INCENTIVE PLAN



THIS AGREEMENT (the “Agreement”), effective as of the XX day of [month, year], by and between ITT
Corporation (the “Company”) and [name] (the “Grantee”), WITNESSETH:



WHEREAS, the Grantee is now employed by the Company or an Affiliate (as defined in the Company’s
2003 Equity Incentive Plan, as amended and restated as of March 1, 2008 (the “Plan”)) as an
employee, and in recognition of the Grantee’s valued services, the Company, through the
Compensation and Personnel Committee of its Board of Directors (the “Committee”), desires to
provide an opportunity for the Grantee to acquire or enlarge stock ownership in the Company,
pursuant to the provisions of the Plan.



NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement and the
provisions of the Plan, a copy of which is attached hereto and incorporated herein as part of this
Agreement, and any administrative rules and regulations related to the Plan as may be adopted by
the Committee, the parties hereto hereby agree as follows:





	1.	 	Grant of Restricted Stock. In accordance with, and subject to, the terms and
conditions of the Plan and this Agreement, the Company hereby confirms the grant on [month,
day, year] (the “Grant Date”) to the Grantee of XX,XXX shares of Restricted Stock.
	 
	2.	 	Terms and Conditions. It is understood and agreed that the shares of Restricted
Stock are subject to the following terms and conditions:






	 	(a)	 	Restrictions. Except as otherwise provided in the Plan and this Agreement, the
Grantee may not sell, assign, pledge, exchange, transfer, hypothecate
or encumber any shares of Restricted Stock subject to this Award until the Period of Restriction set
forth in subsection 2(c) below shall lapse.
	 
	 	(b)	 	Custody, Dividends and Voting Rights.






	 	(i)	 	As soon as practicable following the grant of Restricted
Stock, the shares of Restricted Stock shall be registered in the Grantee’s name in
certificate or book-entry form. If a certificate is issued, it shall bear an
appropriate legend referring to the restrictions and it shall be held by the
Company, or its agent, on behalf of the Grantee until the Period of Restriction
has lapsed or otherwise been satisfied. If the shares are registered in
book-entry form, the restrictions shall be placed on the book-entry registration.
	 
	 	(ii)	 	Except for the transfer restrictions, and subject to such other
restrictions, if any, as determined by the Committee, the Grantee shall have all
other rights of a holder of shares, including the right to receive dividends paid
(whether in cash or property) with respect to the Restricted Stock and the right
to vote (or to execute proxies for voting) such shares. Unless the Committee
determines otherwise, if all or a part of the dividend in respect of the
Restricted Stock is paid in shares or any other security issued by the Company,
such shares or other securities shall be held by the Company subject to the same
restrictions as the Restricted Stock in respect of which the dividend is paid.





 









 











	 	(c)	 	Lapse of Period of Restriction. Subject to subsection 2(d) below, the Period of
Restriction shall lapse, and shares of Restricted Stock shall vest and become free of
the forfeiture and transfer restrictions contained in this Agreement on [month, day,
year], provided the Grantee has been actively and continuously employed by the Company
or an Affiliate on a full-time
basis from the Grant Date through the end of the Period of Restriction. Upon lapse
of the Period of Restriction, the Company will make arrangements for the form in
which the released shares will be issued to the Grantee.
	 
	 	 	 	To the extent not earlier vested pursuant to this subsection (c), the Period of
Restriction shall lapse and shares of Restricted Stock shall vest in full upon an
Acceleration Event (as defined in the Plan).
	 
	 	(d)	 	Effect of Termination of Employment. Except as otherwise provided below, if the
Grantee’s employment with the Company and its Affiliates is terminated for any reason,
any shares subject to the Period of Restriction at the time of such termination event
shall be immediately forfeited.






	 	(i)	 	Termination due to Death or Disability. If the Grantee’s
termination of employment is due to death, or Disability (as defined below), the
shares of Restricted Stock shall immediately become 100% vested and the Period of
Restriction shall lapse as of such termination date.
	 
	 	(ii)	 	Termination due to Retirement or Termination by the Company for
Other than Cause. If the Grantee’s termination of employment is due to
Retirement (as defined below) or if the Grantee’s employment is terminated by the
Company (or an Affiliate, as the case may be) for other than cause (as determined
by the Committee), a prorated portion of the shares of Restricted Stock shall
immediately vest as of such termination date (see “Prorated Vesting Upon
Retirement or Termination by the Company for Other than Cause” below). For
purposes of this subsection 2(d)(ii), the Grantee shall be considered employed
during any period in which the Grantee is receiving severance in the form of
salary continuation, and the date of the termination of the Grantee’s employment
shall be the last day of any such severance period.






	 	 	 	Retirement. For purposes of this Agreement, the term “Retirement” shall mean the
termination of the Grantee’s employment if, at the time of such termination, the
Grantee is eligible to commence receipt of retirement benefits under a traditional
formula defined benefit pension plan maintained by the Company or an Affiliate (or
would be eligible to receive such benefits if he or she were a participant in such
traditional formula defined benefit pension plan).
	 
	 	 	 	Disability. For purposes of this Agreement, the term “Disability” shall mean the
complete and permanent inability of the Grantee to perform all of his or her duties
under the terms of his or her employment, as determined by the Committee upon the
basis of such evidence, including independent medical reports and data, as the
Committee deems appropriate or necessary.
	 
	 	 	 	Prorated Vesting Upon Retirement or Termination by the Company for Other than Cause.
The prorated portion of any unvested shares of Restricted Stock that vest upon
termination of the Grantee’s employment due to Retirement or by the Company for other
than cause shall be determined by multiplying the total number of unvested shares of
Restricted Stock at the time of termination of the Grantee’s employment by a fraction,
the numerator of which is the number of 




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	 	 	 	full months the Grantee has been continually
employed since the Grant Date and the denominator of which is 36. For this purpose,
full months of employment shall be based on monthly anniversaries of the Grant Date,
not calendar months.






	 	(f)	 	Tax Withholding. In accordance with Article 14 of the Plan, the Company may
make such provisions and take such actions as it may deem necessary for the withholding
of all applicable taxes on shares of Restricted Stock awarded pursuant to this
Agreement. Unless the Committee determines otherwise, the minimum statutory tax
withholding required upon vesting of such shares of Restricted Stock shall be satisfied
by withholding (or requiring the Grantee to
surrender) from the shares of Restricted Stock that vest a number of shares having an
aggregate Fair Market Value equal to the minimum statutory tax required to be
withheld. If such withholding would result in a fractional share being withheld (or
surrendered), the number of shares so withheld (or surrendered) shall be rounded up
to the nearest whole share. However, the Grantee may elect to satisfy such tax
withholding requirements by timely remittance of such amount by cash or check or such
other method that is acceptable to the Company, rather than by withholding (or
surrender) of shares, provided such election is made in accordance with such
conditions and restrictions as the Company may establish.
	 
	 	(g)	 	Grantee Bound by Plan and Rules. The Grantee hereby acknowledges receipt of a
copy of the Plan and this Agreement and agrees to be bound by the terms and provisions
thereof. The Grantee agrees to be bound by any rules and regulations for administering
the Plan as may be adopted by the Committee prior to the lapse of restrictions on the
shares of Restricted Stock subject to this Agreement. Terms used herein and not
otherwise defined shall be as defined in the Plan.
	 
	 	(g)	 	Governing Law. This Agreement is issued, and the shares of Restricted Stock
evidenced hereby are granted, in White Plains, New York, and shall be governed and
construed in accordance with the laws of the State of New York, excluding any conflicts
or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.




IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Chairman,
President and Chief Executive Officer, or a Vice President, as of the XX day of [month, year].




	 	 	 

	Agreed to:

	 	ITT Corporation
	 
	 	 
	 

Grantee

	 	 
	(Online acceptance constitutes agreement)
	 	 
	 
	 	 
	Dated:                                         

	 	Dated: [month, day, year]
	 
	 	 
	Enclosures
	 	 







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