exv10w9



 





Exhibit 10.9




FORM OF

RESTRICTED STOCK AGREEMENT

UNDER THE STEWART ENTERPRISES, INC.

2007 STOCK INCENTIVE PLAN




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



     WHEREAS, SEI maintains the 2007 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:



	 	 	 
	Number of Shares of	 	 
	 	 	 
	Restricted Stock Vesting
	 	Scheduled Vesting Date
	 
	 	 





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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, 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.

STOCK CERTIFICATES




     Section 5.1 The stock certificates evidencing the Restricted Stock shall be retained by SEI
until the lapse of restrictions under the terms hereof. SEI shall place a legend, in the form
specified in the Plan, on the stock certificates 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 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, the Award Recipient is free to hold or dispose of the shares represented by such
certificate, 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. In accordance with the terms of the
Plan, the Award Recipient may satisfy the tax withholding obligation by delivering currently owned
shares of Common Stock or by electing to have SEI withhold from the shares the Award Recipient
otherwise would receive shares of Common Stock having a value equal to the minimum amount required
to be withheld. Notwithstanding the terms of the Plan, the Award Recipient’s right to handle the
payment of withholding taxes in the manner described in the preceding sentence may not be revoked
by the Committee.



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     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 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



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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.



13.

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.



     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:  	 	 
	 	 	__________ __________, 	 
	 	 	Chairman of the Compensation

Committee of the Board of Directors 	 
	 
	 	 	 	 
	 	 	__________ __________ 	 
	 	 	Award Recipient	 
	 	 	 
	 




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