exv10w37






Exhibit 10.37




RESTRICTED STOCK UNIT AWARD AGREEMENT




pursuant to



LEXMARK INTERNATIONAL, INC.

2005 NONEMPLOYEE DIRECTOR STOCK PLAN



     This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement") between Lexmark International,
Inc., a Delaware corporation (the “Company"), and the person specified on the signature page hereof
(the “Grantee") is entered into as of the ___day of ___, 20___(the “Grant Date") pursuant to the
Lexmark International, Inc. 2005 Nonemployee Director Stock Plan, as the same may be amended from
time to time (the “Plan"). Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Plan.



     WHEREAS, the Grantee is a member of the Board of Directors of the Company, who is not also an
officer or employee of the Company or one of its Subsidiaries or affiliated with any stockholder of
the Company holding 5% or more of the Company’s equity securities, and the Board has determined
that it would be to the advantage and in the interest of the Company to grant the restricted stock
unit award provided for herein to the Grantee as an inducement to the Grantee to remain in the
service of the Company and the Subsidiaries and as an incentive to the Grantee to devote his or her
best efforts and dedication to the performance of such services and to maximize shareholder value;
and



     WHEREAS, the Grantee desires to accept from the Company the grant of the restricted stock
units evidenced hereby on the terms and subject to the conditions herein;



     NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set
forth herein and in the Plan, the parties hereto hereby covenant and agree as follows:




	 	1.	 	Restricted Stock Unit Award.






	 	(a)	 	Restricted Stock Unit Award. The Company hereby grants
to the Grantee, effective as of the date hereof and on the terms and conditions
herein, the number of restricted stock units set forth on the signature page
hereof, each representing the Grantee’s right to receive one share of Common
Stock at the time or times provided for in Section 3 hereof, subject to the
terms and conditions described herein (the “Restricted Stock Units” or
“Units").






	 	(b)	 	2005 Nonemployee Director Stock Plan. This Agreement
is subject in all respects to the terms of the Plan, all of which terms are
made a part of and incorporated in this Agreement by reference. In the event
of any conflict




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	 	 	 	between the terms of this Agreement and the terms of the Plan, the terms of
the Plan shall control. The Grantee hereby acknowledges that copies of the
Plan may be obtained from the Vice President of Human Resources and agrees
to comply with and be bound by all of the terms and conditions thereof.






	 	(c)	 	Establishment of Account. No shares of Common Stock
will be issued on the date of grant of the Restricted Stock Units and the
Company shall not be required to set aside a fund for the payment of any such
Units. The Company will establish a separate bookkeeping account for the
Grantee and will record in such account the number of Restricted Stock Units
awarded to the Grantee and, to the extent applicable, the Dividend Equivalents
provided for in Section 3(b) hereof.






	 	2.	 	Vesting and Settlement of Restricted Stock Units.






	 	(a)	 	Vesting and Settlement. The Restricted Stock Units
will become 100% vested on the date immediately prior to the next Annual
Meeting of Stockholders (the “Vesting Date"), subject to the Grantee’s
continuous service as a member of the Board of Directors of the Company from
the Grant Date to the Vesting Date. After the Restricted Stock Units have
become vested on the Vesting Date, they shall settle as follows: 34% of the
vested Restricted Stock Units shall settle on the second anniversary of the
Grant Date, and 33% of the vested Restricted Stock Units shall settle on each
of the third and fourth anniversaries of the Grant Date (each, a “Settlement
Date”); provided, however, in the event of the Grantee’s death, any unsettled
vested Restricted Stock Units shall be settled as soon as practicable after the
date of the Grantee’s death.






	 	(b)	 	Acceleration. The Board may, in its discretion,
accelerate the vesting of all or any portion of the Restricted Stock Units or
waive any conditions to the vesting of such Restricted Stock Units; however,
the Board shall not accelerate a Settlement Date, unless otherwise permitted
under Code Section 409A or the Treasury Regulations issued thereunder.






	 	(c)	 	Termination of Status as a Board Member. In the event
of the Grantee’s termination of service as a member of the Board of Directors
of the Company prior to the Vesting Date, for any reason other than death or
disability (as defined in Code Section 409A and the Treasury Regulations issued
thereunder), the Grantee shall immediately forfeit all rights with respect to
any Restricted Stock Units (and Dividend Equivalents) which have not yet vested
in accordance with the provisions of Section 2(a) of this Agreement. The
Restricted Stock Units shall become 100% vested in the event of the Grantee’s
termination of service as a member of the Board of Directors of the Company due
to death or disability.




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	 	(d)	 	Deferred Settlement. The Grantee may elect to defer
any Settlement Date set forth in Section 2(a), subject to the terms and
conditions set forth in Section 9.6 of the Plan.






	 	3.	 	Payment of Restricted Stock Unit Award.






	 	(a)	 	Payment. On, or as soon as reasonably practicable
after, each Settlement Date, subject to Section 4 hereof, the Company shall
direct its stock transfer agent to make (or to cause to be made) an appropriate
book entry in the Company’s stock transfer books and records reflecting the
transfer to the Grantee, and the Grantee’s ownership, of one share of Common
Stock for each vested Restricted Stock Unit that shall have become settled on
such Settlement Date. Upon the Grantee’s request, subject to Section 4 hereof,
the Company shall deliver to the Grantee a stock certificate registered in the
Grantee’s name and representing such number of shares of Common Stock free and
clear of all restrictions except any that may be imposed by law. No payment
will be required to be made by the Grantee upon the delivery of such shares of
Common Stock, except as otherwise provided in Section 4 of this Agreement.






	 	(b)	 	Dividend Equivalents. Unless otherwise determined by
the Board, the Company will credit to the account of the Grantee an amount
equal to any dividends or dividend equivalents and other distributions paid by
the Company with respect to the number of shares of Common Stock corresponding
to the number of Restricted Stock Units (“Dividend Equivalents"). Dividend
Equivalents in respect of Restricted Stock Units that shall have become vested
on the Vesting Date shall be payable to the Grantee on each Settlement Date in
the same proportion that the Restricted Stock Units are settled.






	 	(c)	 	Restrictions on Sale upon Public Offering. The Grantee
hereby agrees that, notwithstanding the vesting of the Restricted Stock Units
pursuant to Section 2(a) of this Agreement or the transfer of the shares of
Common Stock covered thereby to the Grantee pursuant to Section 3(a) hereof,
the Grantee will not effect any public sale or distribution of any of such
            shares of Common Stock during the 20-day period prior to and the 180 days
following the effective date of any registration statement hereinafter filed by
the Company under the Securities Act of 1933, as amended, with respect to any
underwritten public offering of any shares of the Company’s capital stock
(other than as part of such underwritten public offering).






	 	4.	 	Tax Withholding. The delivery of any directions to the Company’s stock
transfer agent or any certificates for shares of Common Stock pursuant to Section 3
shall not be made unless and until the Grantee, or, if applicable, the Grantee’s
beneficiary or estate, has made appropriate arrangements for the payment to the Company
of an amount sufficient to satisfy any applicable U.S. federal, state and




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	 	 	 	local and non-U.S. tax withholding or other tax requirements, as determined by the
Company. To satisfy the Grantee’s applicable withholding and other tax
requirements, the Company may, in its sole discretion, (i) withhold a number of
            shares of Common Stock having an aggregate Fair Market Value on a Settlement Date
equal to the applicable amount of such withholding and other tax requirements or
(ii) require the Grantee to sell a number of shares of Common Stock having at least
a value sufficient to meet the applicable amount of such withholding and other tax
requirements to account for rounding and market fluctuations, subject to any rules
adopted by the Board or required to ensure compliance with applicable law,
including, but not limited to, Section 16 of the Securities Exchange Act of 1934, as
amended. Shares required to be sold to satisfy the Grantee’s applicable withholding
and other tax requirements may be sold as part of a block trade with the Grantee
receiving an average price. Any cash payment made pursuant to Section 3 shall be
made net of any amounts required to be withheld or paid with respect thereto (and
with respect to any shares of Common Stock delivered contemporaneously therewith)
under any applicable U.S. federal, state and local and non-U.S. tax withholding and
other tax requirements.






	 	5.	 	Transferability. Unless otherwise provided in accordance with the
provisions of the Plan, the Restricted Stock Units may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated by the Grantee, other than by
will or the laws of descent and distribution. The term “Grantee” as used in this
Agreement shall include any permitted transferee of the Restricted Stock Units.






	 	6.	 	Adjustment in Capitalization.






	 	(a)	 	The aggregate number of shares of Common Stock covered by the
Restricted Stock Units granted hereunder shall be proportionately adjusted to
reflect, as deemed equitable and appropriate by the Board, an Adjustment Event.






	 	(b)	 	Any shares of stock (whether Common Stock, shares of stock into
which shares of Common Stock are converted or for which shares of Common Stock
are exchanged or shares of stock distributed with respect to Common Stock) or
cash or other property received or credited to the account of the Grantee with
respect to the Restricted Stock Units as a result of any Adjustment Event, any
distribution of property or any merger, consolidation, reorganization,
liquidation, dissolution or other similar transaction shall, except as
otherwise provided by the Board, be subject to the same terms and conditions,
including restrictions on transfer, as are applicable to the Restricted Stock
Units with respect to which such shares, cash or other property is received or
so credited and stock certificate(s), if any, representing or evidencing any
            shares of stock or other property so received shall be legended as appropriate.




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	 	7.	 	Preemption by Applicable Laws and Regulations. Notwithstanding
anything in the Plan or this Agreement to the contrary, the issuance of shares of
Common Stock hereunder shall be subject to compliance with all applicable U.S. federal,
state and non-U.S. securities laws. Without limiting the foregoing, if any law,
regulation or requirement of any governmental authority having jurisdiction shall
require either the Company or the Grantee (or the Grantee’s beneficiary or estate) to
take any action in connection with the issuance of any shares of Common Stock
hereunder, the issuance of such shares shall be deferred until such action shall have
been taken to the satisfaction of the Company.






	 	8.	 	Interpretation; Construction. All of the powers and authority
conferred upon the Board pursuant to any term of the Plan or the Agreement shall be
exercised by the Board, in its sole discretion. All determinations, interpretations or
other actions made or taken by the Board pursuant to the provisions of the Plan or the
Agreement shall be final, binding and conclusive for all purposes and upon all persons
and, in the event of any judicial review thereof, shall be overturned only if arbitrary
and capricious. The Board may consult with legal counsel, who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel.






	 	9.	 	Amendment. The Board shall have the right, in its sole discretion, to
alter or amend this Agreement, from time to time, as provided in the Plan in any manner
for the purpose of promoting the objectives of the Plan, provided that no such
amendment shall impair the Grantee’s rights under this Agreement without the Grantee’s
consent. Subject to the preceding sentence, any alteration or amendment of this
Agreement by the Board shall, upon adoption thereof by the Board, become and be binding
and conclusive on all persons affected thereby without requirement for consent or other
action with respect thereto by any such person. The Company shall give written notice
to the Grantee of any such alteration or amendment of this Agreement as promptly as
practicable after the adoption thereof. This Agreement may also be amended by a
writing signed by both the Company and the Grantee.






	 	10.	 	No Rights as a Stockholder. Except as provided by the Plan, the
Grantee shall have no rights as a stockholder with respect to the Restricted Stock
Units prior to the date as of which the shares of Common Stock covered thereby are
transferred to the Grantee in accordance with Section 3(a) hereof.






	 	11.	 	Miscellaneous.






	 	(a)	 	Notices. All notices and other communications required
or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given if mailed by regular United States mail, first-class
and prepaid, or by any recognized international equivalent of such delivery, to
the Company or the Grantee, as the case may be, at the following addresses or
to such other address as the Company or the Grantee, as the




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	 	 	 	case may be, shall specify by notice to the others delivered in accordance
with this Section 11(a):






	 	(i)	 	if to the Company, to it at:



One Lexmark Centre Drive

740 West New Circle Road

Lexington, KY 40550

Attention: Secretary






	 	(ii)	 	if to the Grantee, to the Grantee at the
address set forth on the signature page hereof.






	 	 	 	All such notices and communications shall be deemed to have been received on
the date of delivery or on the third business day after the mailing thereof.






	 	(b)	 	Binding Effect; Benefits. This Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and
their respective successors and assigns. Nothing in this Agreement, express or
implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any legal
or equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.






	 	(c)	 	Waiver. Any party hereto may by written notice to the
other party (i) extend the time for the performance of any of the
obligations or other actions of the other party under this Agreement,
(ii) waive compliance with any of the conditions or covenants of the
other party contained in this Agreement and (iii) waive or modify
performance of any of the obligations of the other party under this Agreement,
provided any of such actions are not inconsistent with Code Section 409A and
the Treasury Regulations issued thereunder. Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of compliance
with any representations, warranties, covenants or agreements contained herein.
The waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any preceding or succeeding
breach and no failure by a party to exercise any right or privilege hereunder
shall be deemed a waiver of such party’s rights or privileges hereunder or
shall be deemed a waiver of such party’s rights to exercise the same at any
subsequent time or times hereunder.






	 	(d)	 	Assignability. Neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by the




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	 	 	 	Company or the Grantee without the prior written consent of the other party.






	 	(e)	 	Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, regardless
of the law that might be applied under principles of conflict of laws and
excluding any conflict or choice of law rule or principle that may otherwise
refer construction or interpretation of the Plan or this Agreement to the
substantive law of another jurisdiction.






	 	(f)	 	Jurisdiction. The Grantee hereby irrevocably and
unconditionally submits to the jurisdiction and venue of the state courts of
the Commonwealth of Kentucky and of the United States District Court of the
Eastern District of Kentucky located in Fayette County, Kentucky, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereby irrevocably agree that all claims in respect of
any such action or proceeding may be heard and determined in such Kentucky
state or United States federal courts located in such jurisdiction. Each of
the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. The parties
hereby irrevocably waive, to the fullest extent permitted by applicable law,
any objection which they may now or hereafter have to the laying of venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Grantee further agrees that any action related to, or arising out of, this
Agreement shall only be brought by Grantee exclusively in the federal and state
courts located in Fayette County, Kentucky. Nothing in this Agreement shall
affect any right that the Company may otherwise have to bring any action or
proceeding relating to this Agreement in the courts of any jurisdiction.






	 	(g)	 	Severability. If any provision of this Agreement or
the Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions of this Agreement or the
Plan, and the Agreement and the Plan shall be construed and enforced as if such
provision had not been included.






	 	(h)	 	Survival. Any provision of this Agreement which
contemplates performance or observance subsequent to any termination or
expiration of this Agreement shall survive any termination or expiration of
this Agreement and continue in full force and effect.






	 	(i)	 	Internal Revenue Code Section 409A. The Company
intends for this Agreement to comply with the provisions of Section 409A of the
Code




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	 	 	 	and Treasury Regulations promulgated thereunder. Notwithstanding Section 9
hereof, the Company reserves the right to amend this Agreement to comply
with Section 409A of the Code without the Grantee’s consent.






	 	(j)	 	Section and Other Headings, Etc. The section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.






	 	(k)	 	Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall constitute one and the same instrument.





*          *          *          *          *






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     IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date
first above written.



	 	 	 	 	 
	 	LEXMARK INTERNATIONAL, INC.
	 
	 
	 	Name:	 	 
	 	Title:  	Vice President of Human Resources	 
	 
	 
	 	GRANTEE:
	 
	 
	 	By:  	 	 
	 	 	(Sign Here) 	 
	 
	 	Name:	 	 
	 
	 
	 	Address of the Grantee:	 
	 
	 
	 
	 
	 	Number of Restricted Stock Units:	 
	 	Granted on 	 




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