Amended Restricted Stock Agreement



  
 Exhibit 10.2

 RESTRICTED STOCK AGREEMENT 
 UNDER THE THIRD AMENDED AND RESTATED 
 WESTWOOD HOLDINGS GROUP, INC. STOCK
INCENTIVE PLAN 
 WHEREAS, WESTWOOD HOLDINGS GROUP, INC., a Delaware corporation (the “Company”) previously
established the Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Plan”); and 

WHEREAS, this RESTRICTED STOCK AGREEMENT (the “Agreement”), is made as of the 23rd day of February, 2011, between
the Company and                      (the “Employee”), and sets forth the terms of the Restricted Shares (as defined below) issued
to Employee pursuant to the Plan’s terms; and 
 WHEREAS, all of the terms and provisions of the Plan are
incorporated herein by reference and made a part hereof, and all capitalized terms used but not defined in this Agreement have the meanings set forth in the Plan. 
 NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 
  


	1.	Grant of Restricted Stock. The Company hereby grants to Employee, on the terms and conditions hereinafter set forth,
                     shares of the presently authorized but unissued Common Stock, $.01 par value per share, of the Company (the
“Restricted Stock”). 

  

	2.	Issue Date and Vesting. 

  

	 	A.	The Issue Date of the Restricted Stock shall be February 23, 2011. 


	 	B.	The Restricted Stock granted to Employee hereunder, subject to the other terms and conditions set forth herein, shall become vested in accordance with the following
schedule: 

  

					
	 Vesting Date
	  	Cumulative
Percentage
of Stock Vested	 
	 February 23, 2012
	  	 	0	% 
	 February 22, 2013
	  	 	50	% 
	 February 21, 2014
	  	 	75	% 
	 February 23, 2015
	  	 	100	% 

 In addition, upon the
death of the Employee, all of the Restricted Stock shall become 100% vested, effective upon the date of death. 







  

	 	C.	Upon termination of employment of Employee (for any reason other than death), any shares of Restricted Stock that have not vested shall be forfeited to the Company
without consideration. 

  

	3.	Dividends on Restricted Stock. Dividends on the Restricted Stock shall accrue and be subject to the same vesting conditions applicable to the corresponding
shares of Restricted Stock. The accrued dividends will be paid when the corresponding shares of Restricted Stock vest. 

  

	4.	Employment of Employee. As an inducement to the Company to issue the Restricted Stock to Employee, and as a condition thereto, Employee acknowledges and agrees
that, without limitation of his or her rights under his or her employment agreement with the Company, if any, neither the issuance of the Restricted Stock to Employee nor any provision contained herein shall entitle Employee to remain in the
employment of the Company or its affiliates or affect the right of the Company to terminate Employee’s employment at any time. 

  

	5.	Restrictions on Transfer. 

  

	 	A.	Under no circumstances shall any sale or other transfer of any shares of Restricted Stock be valid unless and until the shares proposed to be sold or transferred are
vested. 

  

	 	B.	The spouse of Employee shall execute a signature page to this Agreement as of the date hereof and agree to be bound in all respects by the terms hereof to the same
extent as Employee. The spouse further agrees that should he/she predecease Employee or become divorced from Employee, any of the shares of Restricted Stock which such spouse may own or in which he/she may have an interest shall remain subject to
this Agreement. 

  

	6.	Notices; Deliveries. Any notice or delivery required to be given under the terms of this Agreement shall be addressed to the Company at its principal office, and
any notice or delivery to be given to Employee shall be addressed to him or her at the address given by him or her beneath his or her signature hereto or such other address as either party hereto may hereafter designate in writing to the other. Any
such notice or delivery shall be deemed to have been duly given when addressed as aforesaid, registered or certified mail, and deposited (postage or registration or certification fee prepaid) in a post office or branch post office regularly
maintained by the United States. 

  

	7.	Disputes. As a condition of the granting of the Restricted Stock hereby, Employee and his or her heirs and successors agree that any dispute or disagreement
which may arise hereunder shall be determined by the Company’s Board of Directors in its sole discretion and judgment, and that any such determination and any interpretation by the Board of Directors of the terms of this grant of Restricted
Stock shall be final and shall be binding and conclusive, for all purposes, upon the Company, Employee, his or her heirs and personal representatives. 


  
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	8.	Certificates. 

  

	 	A.	The certificate(s) representing the shares of Restricted Stock granted hereby will be stamped or otherwise imprinted with the legend required by the Plan with respect
to any applicable restrictions on the sale or transfer of such shares, and the stock transfer records of the Company will reflect stop transfer instructions with respect to such shares. 


 

	 	B.	At the election of the Company, the Company may retain the certificate(s) representing the shares of Restricted Stock granted to Employee pursuant to this Agreement
until such time as the vesting restrictions set forth in Section 2 have lapsed. Within a reasonable time thereafter, the Company will deliver to Employee a new certificate representing such shares, free of the legend referred to in paragraph A
above. The issuance of such certificate shall not affect any restrictions upon the transferability of such shares pursuant to applicable law or otherwise. 


 

	 	C.	If the Company elects to issue the certificate(s) representing the shares of Restricted Stock granted hereunder prior to the termination or lapse of the restrictions on
vesting, the legend referred to in paragraph A above shall remain on such certificate(s) until such time as the vesting restrictions have terminated or lapsed or are removed by the Board of Directors. 


 

	9.	Restricted Stock Subject to Plan. The Restricted Stock granted hereby is subject to the Plan. If a conflict exists between any term or provision contained herein
and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 

  

	10.	Miscellaneous. 

  

	 	A.	Employee hereby agrees that (i) Employee is acquiring the Restricted Stock for investment purposes and not with a view to the resale or distribution thereof;
(ii) the Company may withhold from Employee any payment or consideration to be paid to Employee by the Company, any tax which the Company believes is required to be withheld with respect to any benefit under the Plan or this Restricted Stock
Agreement, and to hold as security for the amount to be withheld any property otherwise distributable to Employee under the Plan until the amounts required to be withheld have been so withheld; and (iii) Employee will make appropriate
arrangements with the Company for satisfaction of any applicable federal, state or local income tax, withholding requirements or like requirements. 

  

	 	B.	If any party to this Agreement so required under this Agreement falls or refuses to comply with the provisions of this Agreement, then in addition to any other remedies
provided by law or this Agreement, the party affected thereby may institute and maintain a proceeding to compel the specific performance of this Agreement by the party so defaulting. 


  
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	 	C.	Within 30 days after the date of this Agreement, Employee may make an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code
and the regulations promulgated thereunder. 

  

	 	D.	This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company. 


 

	 	E.	The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Texas. 


 

	 	F.	This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which collectively shall constitute a single instrument.


  

	 	G.	If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any
respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such
jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent
permitted in such jurisdiction. 

 IN WITNESS WHEREOF, the Company has, as of the date and place first
above written, caused this Agreement to be executed on its behalf by its authorized officer and Employee has hereunto set his or her hand as of the date and place first above written. 

 

			
	WESTWOOD HOLDINGS GROUP, INC.
		
	By:	 	 
	Name:	 	Brian O. Casey
	Its:	 	President and Chief Executive Officer



  
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 EMPLOYEE
SIGNATURE PAGE 
 TO RESTRICTED STOCK AGREEMENT 

 

			
		
	Employee Name:	  	  

		
	Signature	  	  

		
	Address:	  	  

		
		  	  


 I, the undersigned, being the spouse of the above-named Employee, hereby acknowledge that I have read and understand the foregoing Restricted Stock Agreement under the Third Amended and Restated Westwood
Holdings Group, Inc. Stock Incentive Plan, and I agree to be bound by the terms thereof. 
  

			
		
	Spouse Name:	  	  

		
	Signature	  	  

		
	Address:	  	  

		
		  	  



  
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