Form of Restricted Stock Agreement



 Exhibit 10.3 
 ORCHARD SUPPLY HARDWARE STORES CORPORATION 
 RESTRICTED
STOCK GRANT NOTICE 
 2011 EQUITY INCENTIVE
PLAN 
 Orchard Supply Hardware Stores Corporation (the “Company”), pursuant to the Orchard Supply Hardware
Stores Corporation 2011 Equity Incentive Plan (the “Plan”), hereby grants to the Participant identified below an award (the “Award”) of that number of shares of the Company’s Common Stock set forth below (the
“Shares”). This Award is subject to all of the terms and conditions set forth herein and in the Restricted Stock Agreement attached hereto, the Plan and the form of Assignment Separate from Certificate (collectively, the
“Award Documents”), all of which are attached hereto and incorporated herein in their entirety. All capitalized terms not defined in this grant notice shall have the meanings ascribed thereto in the Restricted Stock Agreement or the
Plan, as the case may be. 
  

			
	Participant:	 	  

	Grant Date:	 	  

	Number of Shares:	 	  

	Fair Market Value on Grant Date (Per Share):	 	  

	Fair Market Value on Grant Date (In Aggregate):	 	  



			
		
	Vesting Schedule:	  	[insert vesting schedule]
		
	Consideration:	  	No payment is required for the Shares, although payment may be required for the amount of any withholding taxes due as a result of the award of, or vesting of, the Shares, as
described in the Restricted Stock Agreement.

 Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of the Award Documents, and
understands and agrees to the terms set forth in the Award Documents. Participant further acknowledges that as of the Grant Date, the Award Documents set forth the entire understanding between Participant and the Company regarding the acquisition of
shares of the Company’s Common Stock and supersede all prior oral and written agreements on that subject. 
  

									
	ORCHARD SUPPLY HARDWARE STORES CORPORATION	 		 	PARTICIPANT
				
	By:	 	  
	 		 	  

		 	Signature	 		 	Signature
				
	Title:	 	  
	 		 	
					
	Name:	 	  
	 		 	Name:	 	  


 ATTACHMENTS: 
  

	I.	Restricted Stock Agreement 

  

	II.	2011 Equity Incentive Plan 

  

	III.	Form of Assignment Separate from Certificate 








 Attachment I 
 Restricted Stock Agreement 







 ORCHARD SUPPLY HARDWARE STORES
CORPORATION 
 2011 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK AGREEMENT 

Pursuant to the provisions of the Orchard Supply Hardware Stores Corporation 2011 Equity Incentive Plan (“Plan”), the
terms of the Grant Notice (“Grant Notice”) to which this Restricted Stock Agreement (hereinafter “Restricted Stock Agreement” or “Agreement”) is attached and this Restricted Stock Agreement, Orchard
Supply Hardware Stores Corporation (the “Company”) grants you that number of shares of Common Stock indicated in the Grant Notice. Capitalized terms not defined in this Agreement or Grant Notice but defined in the Plan shall have
the same definitions as in the Plan. This Agreement shall automatically apply to any number of additional Grant Notices as may also be subsequently entered into with respect to Shares issued to you under the Company’s Director Compensation
Policy except as may be specifically set forth in such future Grant Notice. 
 The details of your Award are as follows:

 1. THE AWARD. The Company hereby awards to you the aggregate number of
Shares of Common Stock specified in your Grant Notices. The Shares are awarded to you in consideration for your service to the Company as a director of the Company. 
 2. DOCUMENTATION. As a condition to the award of the Shares, and prior to the recordation of the Shares in your name in the books and records of the Company’s
transfer agent, you agree to execute the Grant Notice and the Assignment Separate From Certificate (with date and number of shares blank) substantially in the form attached to the Grant Notice as Attachment III, and to deliver the same to the
Company, along with such additional documents as the Company may require. Neither this Agreement nor any additional Assignment Separate From Certificate shall be required for any additional Shares issued to you through subsequent Grant Notices under
the Company’s Director Compensation Policy, with this Agreement and Assignment Separate From Certificate automatically applying to any number of such additional Grant Notices except as may be specifically set forth in such future Grant Notice.

 3. CONSIDERATION FOR THE AWARD. No cash
payment is required for the Shares, although you may be required to tender payment in cash or other acceptable form of consideration for the amount of any withholding taxes due as a result of the award of, or vesting of, the Shares. 

4. VESTING. Subject to the limitations contained in this Agreement and the Plan, the Shares will
vest as provided in the Grant Notice. Vesting is contingent upon your continuous service with the Company as a director. If your continuous service with the Company terminates prior to the vesting of all or any number of Shares for any reason, then
(i) you shall automatically forfeit any unvested Shares to the Company as of the date of termination without any further action by the Company, and (ii) if dividends have been credited with respect to any unvested Shares and such Shares
are forfeited, all dividends credited in connection with such forfeited Shares shall also be forfeited to the Company. In the event of such a forfeiture, you hereby irrevocably authorize and direct the Company to date any stock assignments necessary
for the cancellation and to fill in the number of Shares being cancelled, and hereby irrevocably authorize 







 
and direct the Company and its transfer agent to cancel the appropriate number of unvested Shares, together with any dividends declared subsequent to the date hereof and which relate to such
Shares. 
 5. NUMBER OF SHARES. The number of Shares subject
to your Award may be adjusted from time to time pursuant to the provisions of Section 12 of the Plan and any and all new, substituted or additional securities to which you may be entitled under the terms of the Award shall likewise be subject
to the terms of the Plan and this Agreement. 
 6. UNCERTIFICATED SHARES.
The Company will issue the Shares in uncertificated form, with such Shares to be recorded in your name in the books and records of the Company’s transfer agent. 
 7. TRANSFER RESTRICTIONS. Shares that are received under your Award are subject to the transfer restrictions set forth in the Plan. No Share may, at any
time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you (including, without limitation, by operation of law) and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the Company; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. 

8. RIGHTS AS A STOCKHOLDER. You shall be the record
owner of the Shares until or unless such Shares are reacquired by the Company pursuant to Section 4 hereof, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights
with respect to the Shares and you shall receive, when paid, any dividends on all of the Shares granted hereunder as to which you are the record holder on the applicable record date; provided that (i) any cash or in-kind dividends paid with
respect to the Shares which have not previously vested shall be withheld by the Company without interest and shall be paid to you only when, and if, such Shares shall become fully vested pursuant to Section 4, and (ii) the Shares shall be
subject to the limitations on transfer and encumbrance set forth herein. As soon as practicable following the vesting of any Shares pursuant to Section 4, certificates for the Shares which shall have vested shall be delivered to you or your
legal guardian or representative unless the Company elects to issue the Shares in uncertificated form. 
 9.
SECURITIES LAWS. The issuance and delivery of Shares shall comply with all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of
securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations,
warranties and covenants as the Company which satisfies such requirements. The certificates representing the Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and the Company
may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 







 10. MARKET STANDOFF. You agree that the
Company (or a representative of the underwriters) may, in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, require that you not sell, dispose of, transfer, make any short
sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you under the Award, for a period of time
specified by the underwriter(s) (not to exceed approximately two hundred fourteen (214) days) following the effective date of the registration statement of the Company filed under the Securities Act. You further agree to execute and deliver
such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Shares until the end of such period. In addition, Shares that are received under your Award are subject to the transfer restrictions set forth in the Plan and any transfer restrictions that may
be described in the Company’s bylaws or charter in effect at the time of the contemplated transfer. 
 11.
LEGENDS ON CERTIFICATES. The certificates representing the vested Shares delivered to you or registered in your name, as the case may be, as contemplated by Section 8 above shall
be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares
are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. All certificates representing the Award shall have affixed
thereto a legend in substantially the following form, or such other form as approved by the Committee, in addition to any other legends that may be required under federal or state securities laws: 

TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE ORCHARD SUPPLY HARDWARE STORES
CORPORATION 2011 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN ORCHARD SUPPLY HARDWARE CORPORATION AND THE PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ORCHARD SUPPLY
HARDWARE STORES CORPORATION. 
 12. AWARD NOT A SERVICE
CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue to serve as an employee, director or
consultant to the Company or any of its Affiliates. In addition, nothing in your Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might
have as an employee, director or consultant or as any other type of service provider for the Company or any Affiliate. Neither you nor any other person shall have any claim to be granted any additional Award and there is no obligation under the Plan
for uniformity of treatment of holders or beneficiaries of Awards. The terms and conditions of the Award granted hereunder or any other Award granted under the Plan (or 







 
otherwise) and the Committee’s determinations and interpretations with respect thereto and/or with respect to you and any recipient of an Award under the Plan need not be the same (whether
or not you and any such other recipient are similarly situated). 
 13. WITHHOLDING
OBLIGATIONS. 
 (a) At the time your Award is made, or at any time thereafter as
requested by the Company, you hereby authorize the Company to satisfy its withholding obligations, if any, from payroll or any other amounts payable to you, and you further agree to make adequate provision for any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with your Award, to the maximum extent permitted by law. Unless otherwise specified by the Committee, you may also satisfy such tax
withholding obligations, in whole or in part, pursuant to such procedures as the Company may specify from time to time by requesting that the Company withhold otherwise deliverable Shares having an aggregate Fair Market Value equal to (but not
exceeding) the minimum amount required to be withhold and/or by the sale of Shares to generate sufficient cash proceeds to satisfy any such tax withholding obligation. In the event of such election, you hereby authorize the Company to take any steps
as may be necessary to effect any such sale and agree to pay any costs associated therewith, including without limitation any applicable broker’s fees. 
 (b) Unless the tax withholding obligations of the Company, if any, are satisfied, the Company shall have no obligation to issue a certificate for such Shares or release such Shares from any escrow
provided for herein. 
 14. TAX CONSEQUENCES. You acknowledge that you have
had the opportunity to review with your own tax advisors the federal, state, local and/or foreign tax consequences of the transactions contemplated by this Agreement. You further acknowledge that you are relying solely on such advisors and not on
any statements of the Company or any of its agents. You understand that you (and not the Company) shall be responsible for your personal tax liability that may arise as a result of the transactions contemplated by this Agreement. You further
understand that it may be beneficial in certain circumstances to elect to be taxed as of the Grant Date rather than when the Shares vest by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the
“Code”) with the Internal Revenue Service within 30 days from the Grant Date. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF YOU REQUEST THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. You acknowledge that nothing in this Agreement constitutes tax advice. 
 15. LIMITATIONS APPLICABLE TO SECTION 16 PERSONS. Notwithstanding any other provision of the Plan or
this Agreement, if you are subject to Section 16 of the Exchange Act, the Plan and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to confirm to such applicable
exemptive rule. 







 16. NOTICES. Any notices provided for in your Award or
the Plan shall be given in writing and shall be delivered by hand or sent by Federal Express, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 
 17. MISCELLANEOUS. 
 (a) You agree
upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Award. 
 (b) You may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time-to-time, amend or revoke such designation. If no
designated beneficiary survives you, your estate shall be deemed to be your beneficiary. 
 (c) You acknowledge and agree
that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. 

(d) The waiver by either party of compliance with any provision of the Award by the other party shall not operate or be construed
as a waiver of any other provision of the Award, or of any subsequent breach by such party of a provision of the Award. 

(e) The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and
shall be binding on you and your beneficiaries, executors, administrators, heirs and successors. 
 (f) The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by
law. 
 (g) This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to
conflicts of laws principles thereof. 
 (h) This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 18.
GOVERNING PLAN DOCUMENT AND ENTIRE AGREEMENT. Your Award is subject to all interpretations, amendments, rules and regulations that may from
time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Plan and any other document, the provisions of the Plan shall control. This Agreement and the Plan contain the entire agreement
and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this
Agreement shall be valid unless the same be in writing and signed by the parties hereto. 







 Attachment II 

Orchard Supply Hardware Stores Corporation 
 2011 Equity Incentive Plan 







 Attachment III 

Form of Assignment Separate from Certificate 







 ASSIGNMENT SEPARATE FROM CERTIFICATE 

[Instruction: Please do not fill in any blanks other than signing on the signature line and printing your name beneath it. The purpose
of this Assignment is to enable the Company to administer its rights set forth in the Restricted Stock Agreement and the Plan without requiring additional signatures on your part.] 

FOR VALUE RECEIVED and pursuant to that certain Grant Notice and
Restricted Stock Agreement dated                     , between Orchard Supply Hardware Stores Corporation, a Delaware corporation and the undersigned
and any subsequent Grant Notices entered into,                      hereby sells, assigns and transfers unto Orchard Supply Hardware Stores
Corporation, a Delaware corporation (“Assignee”),
                                
(            ) shares of the Common Stock of Orchard Supply Hardware Stores Corporation. (“Shares”), standing in the undersigned’s name on the books of said
corporation in uncertificated form and do hereby irrevocably constitute and appoint
                                 as attorney-in-fact to transfer the said stock on the
books of the within named issuer with full power of substitution in the premises. This Assignment may be used only in accordance with and subject to the terms and conditions of the Restricted Stock Agreement and the Plan, in connection with the
reacquisition or transfer of the Shares issued to the undersigned pursuant to the Restricted Stock Agreement, and only to the extent that such Shares remain subject to the Assignee’s rights to acquire the Shares and other restrictions
applicable under the Restricted Stock Agreement and the Plan. Capitalized terms not defined herein shall have the meanings assigned thereto pursuant to such Restricted Stock Agreement. 

 

									
	Dated:	 	  
	 		 		 	
					
		 		 		 	Signature:	 	  

					
		 		 		 	Print Name: