exv10w2






Exhibit 10.2




FORM OF

RESTRICTED STOCK AGREEMENT

UNDER THE STEWART ENTERPRISES, INC.

2010 STOCK INCENTIVE PLAN




     THIS AGREEMENT (the “Agreement”) is effective as of _________ ___, 20__ by and between Stewart
Enterprises, Inc., a Louisiana corporation (“SEI”), and _________________ (“Award Recipient”).



     WHEREAS, SEI maintains the 2010 Stock Incentive Plan (the “Plan”), under which the
Compensation Committee of the Board of Directors of SEI (the “Committee”) may, among other things,
grant restricted shares (the “Restricted Stock”) of SEI’s Class A common stock, no par value per
share (the “Common Stock”), to key employees of SEI and its subsidiaries (collectively, the
“Company”) as the Committee may determine, subject to terms, conditions, or restrictions as it may
deem appropriate;



     WHEREAS, pursuant to the Plan, the Committee has awarded to the Award Recipient shares of
Restricted Stock.



     NOW, THEREFORE, in consideration of the premises, it is agreed with respect to the Restricted
Stock as follows:



1.

AWARD OF SHARES



     Section 1.1 Under the terms of the Plan, the Committee hereby awards to the Award Recipient,
in consideration of future services, _______________ shares of Restricted Stock.



     Section 1.2 All awards hereunder are subject to the terms, conditions, and restrictions set
forth in the Plan and in this Agreement. The definition of all capitalized terms used herein and
not otherwise defined herein shall be as provided in the Plan.



2.

VESTING



     Subject to the provisions of the Plan and the other provisions of this Agreement and subject
to the Award Recipient remaining employed by the Company on the applicable vesting dates, the
shares of Restricted Stock granted hereby vest as follows:



3.

RESTRICTIONS ON RESTRICTED STOCK



     In addition to the conditions and restrictions provided in the Plan, the shares of Restricted
Stock and the right to vote the Restricted Stock and to receive dividends thereon may not be sold,
assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered prior to vesting.
Subject to the restrictions on transfer provided in this Section 3, the Award Recipient
shall be entitled to all rights of a shareholder of SEI with respect to the Restricted Stock,



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including the right to vote the shares and receive dividends and/or other distributions declared
thereon.




4.

TERMINATION OF EMPLOYMENT



     Termination of the Award Recipient’s employment shall result in forfeiture of all unvested
Restricted Stock.



5.

EVIDENCE OF STOCK OWNERSHIP



     Section 5.1 Ownership of the Restricted Stock by the Award Recipient shall be reflected by the
issuance of stock certificates or by book entry evidence of ownership. Any stock certificates
evidencing the Restricted Stock shall be retained by SEI until the lapse of restrictions under the
terms hereof. SEI shall place a restriction, in the form specified in the Plan, on any stock
certificates or on any book entry evidence of ownership restricting the transferability of the
shares of Restricted Stock.



     Section 5.2 Upon the lapse of restrictions on shares of Restricted Stock, SEI shall cause a
stock certificate or book entry evidence of ownership without a restrictive legend to be issued
with respect to the vested Restricted Stock in the name of the Award Recipient or his nominee
within 30 days. Upon receipt of such stock certificate or evidence of ownership, the Award
Recipient is free to hold or dispose of the shares represented by such certificate or evidence of
ownership, subject to applicable securities laws.



6.

DIVIDENDS



     Any dividends paid on shares of Restricted Stock shall be paid to the Award Recipient
currently.



7.

TAXES



     Section 7.1 Unless an Award Recipient timely makes the election described in Section 7.2, at
the time that all or any portion of the Restricted Stock vests, the Award Recipient must deliver to
SEI the amount of income tax withholding required by law. SEI and the Company agree that the Award
Recipient’s tax withholding obligation shall be satisfied by SEI withholding from the shares the
Award Recipient otherwise would receive upon vesting that number of shares of Common Stock (rounded
up to the next whole share) having an aggregate value equal to the minimum amount required to be
withheld.



     Section 7.2 The Award Recipient understands that the Award Recipient (and not the Company)
shall be responsible for the Award Recipient’s own tax liability that may arise as a result of the
transactions contemplated by this Agreement. The Award Recipient understands that Section 83 of
the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the Fair
Market Value of the Restricted Stock as of the date any restrictions on
the shares lapse. The Award Recipient understands that the Award Recipient may elect to be



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taxed at the time the Restricted Stock is granted rather than upon vesting by filing an election
under Section 83(b) of the Code with the I.R.S. within thirty days from the date of grant. The
form for making this election is available from the Secretary of SEI upon the request of the Award
Recipient.




8.

NO CONTRACT OF EMPLOYMENT INTENDED



     Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the
employment of the Company, or to interfere in any way with the right of the Company to terminate
the Award Recipient’s employment relationship with the Company at any time, subject to the terms of
the Employment Agreement.



9.

BINDING EFFECT



     This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators and successors.



10.

INCONSISTENT PROVISIONS



     The shares of Restricted Stock granted hereby are subject to the provisions of the Plan as in
effect on the date hereof and as it may be amended. If any provision of this Agreement conflicts
with a provision of the Plan, the Plan provision shall control.



11.

GOVERNING LAW



     This Agreement shall be governed by and construed in accordance with the laws of the State of
Louisiana.



12.

SEVERABILITY



     If any term or provision of this Agreement, or the application thereof to any person or
circumstance, shall at any time or to any extent be invalid, illegal or unenforceable in any
respect as written, the Award Recipient and SEI intend for any court construing this Agreement to
modify or limit such provision so as to render it valid and enforceable to the fullest extent
allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so
as to not affect any other term or provision hereof, and the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to which it
is held invalid, illegal or unenforceable, shall not be affected thereby and each term and
provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.



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13.

COMPANY’S RECOVERY RIGHT




     The Company has the right to recover any shares of Restricted Stock issued under the Plan to
the Award Recipient, if (a) the grant, vesting, or value of such awards was based on the
achievement of financial results that were subsequently the subject of a restatement; (b) the Award
Recipient is subject to the Company’s Compensation Recovery Policy; (c) the Award Recipient engaged
in intentional misconduct that caused or partially caused the need for the restatement; and (d) the
effect of the restatement was to decrease the financial results such that such grant would not have
been earned or would have had a lesser value. The Award Recipient accepts the Restricted Stock
subject to such recovery rights of the Company and in the event the Company exercises such rights,
the Award Recipient shall promptly return the Restricted Stock to the Company upon demand. If the
Award Recipient no longer holds the shares of Restricted Stock at the time of demand by the
Company, the Award Recipient shall pay to the Company, without interest, all cash, securities or
other assets received by the Employee upon the sale or transfer of such shares. The Company may,
if it chooses, effect such recovery by withholding from other amounts due to the Award Recipient by
the Company.



14.

ENTIRE AGREEMENT; MODIFICATION



     The Plan and this Agreement contain the entire agreement between the parties with respect to
the subject matter contained herein and may not be modified, except as provided in the Plan, as it
may be amended from time to time in the manner provided therein, or in this Agreement, as it may be
amended from time to time by a written document signed by each of the parties hereto. Any oral or
written agreements, representations, warranties, written inducements, or other communications made
prior to the execution of the Agreement shall be void and ineffective for all purposes.



     By Award Recipient’s signature below, Award Recipient represents that he or she is familiar
with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the
terms and provisions thereof. Award Recipient has reviewed the Plan and this Agreement in their
entirety and fully understands all provisions of this Agreement. Award Recipient agrees to accept
as binding, conclusive and final all decisions or interpretations of the Compensation Committee
upon any questions arising under the Plan or this Agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first above written.



	 	 	 	 	 
	 	STEWART ENTERPRISES, INC.

 	 
	 	By:  	 	 
	 	 	«Approver_Name» 	 
	 	 	«Approvers_Title» 	 
	 
	 	 	 
	 	
 	 
	 	 	«Legal_Name» 	 
	 	 	Award Recipient 	 
	 




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