EX-10.46








    Exhibit 10.46



 




    ITT
    CORPORATION

    2003 EQUITY INCENTIVE PLAN

    RESTRICTED STOCK UNIT AWARD AGREEMENT

    Non-Employee Director



 








 




    NOTICE OF
    RESTRICTED STOCK UNIT AWARD



 



    ITT Corporation (the “Company”) grants to the Director
    named below, in accordance with the terms of the ITT Corporation
    2003 Equity Incentive Plan (the “Plan”) and this
    Restricted Stock Unit award agreement (this
    “Agreement”), the number of Restricted Stock Units
    (the “Restricted Stock Units” or the
    “Award”) provided as follows:



 


	 	 	 
	

    DIRECTOR


	
 
	
    [          ]

	

    RESTRICTED STOCK UNITS GRANTED


	
 
	
    [          ]

	

    DATE OF GRANT


	
 
	
    [          ]

	

    VESTING SCHEDULE


	
 
	
    Except as provided in Section 3 of this Agreement, the
    Restricted Stock Units will vest on the following date(s),
    subject to the Director’s continued service as a director
    of the Company:









 


	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Restricted

    

	
 
	
 
	
 
	
 
	
    Stock Units

    

	
 
	
 
	

    Vesting Date(s)


	
 
	

    Vesting



	 

	
 
	
 
	
    Day before the Regular Annual Meeting of Shareholders in 200[9]
	
 
	
    100% of

    Award









 




    AGREEMENT



 



    1. Grant of Award.  The Company
    hereby grants to the Director the Restricted Stock Units,
    subject to the terms, definitions and provisions of the Plan and
    this Agreement. All terms, provisions, and conditions applicable
    to the Restricted Stock Units set forth in the Plan and not set
    forth herein are incorporated by reference. To the extent any
    provision hereof is inconsistent with a provision of the Plan
    the provisions of the Plan will govern. All capitalized terms
    that are used in this Agreement and not otherwise defined herein
    shall have the meanings ascribed to them in the Plan.



 



    2.  Vesting and Settlement of Award.



 



    a. Right to Award.  This Award
    shall vest in accordance with the vesting schedule set forth
    above (the “Vesting Schedule”) and with the applicable
    provisions of the Plan and this Agreement.



 



    b. Settlement of Award.  Except as
    otherwise provided in a deferral agreement duly executed by the
    Director on a form prescribed by the Company for such elections
    and timely filed with the Company, the vested portion of this
    Award shall be settled (and any related dividend equivalents
    shall be paid) on or as soon as practicable following the
    vesting date set forth in the Vesting Schedule or in
    Section 3 of this Agreement, as the case may be, but in no
    event later than the following dates, as applicable: (i) if
    the vesting date is the vesting date set forth in the Vesting
    Schedule above, the last day of the calendar year in which the
    vesting date occurs or (ii) if the vesting date is a
    separation from service described in Section 3 of this
    Agreement, the date that is 90 days following the date of
    such separation from service.



 



    The Company may require the Director to furnish or execute such
    documents as the Company shall reasonably deem necessary
    (i) to evidence such settlement and (ii) to comply
    with or satisfy the requirements of the Securities Act of 1933,
    as amended, the Exchange Act or any applicable laws. If the
    Director dies before the settlement of all or a portion of the
    Award, the vested but unsettled portion of the Award may be
    settled by




    

    1








 






    delivery of Shares (and payment of related dividend equivalents)
    to the Participant’s designated beneficiary or, if no such
    beneficiary has been designated, the Participant’s estate.



 



    c. Method of Settlement.  The
    Company shall deliver to the Director one Share for each vested
    Restricted Stock Unit. Share certificates shall be issued in the
    name of the Director (or in the name of the Director’s
    designated beneficiary or estate, as the case may be, if the
    Director dies prior to settlement).



 



    d. Dividend Equivalents.  If a cash
    dividend is declared on the Shares, the Director shall be
    credited with a dividend equivalent in an amount of cash equal
    to the number of Restricted Stock Units held by the Director as
    of the dividend payment date, multiplied by the amount of the
    cash dividend paid per Share. Any such dividend equivalents
    shall be paid if and when the underlying Restricted Stock Units
    are settled. Dividend equivalents shall not accrue interest.



 



    3.  Separation from
    Service.  The Award shall become 100% vested
    prior to the vesting date set forth in the Vesting Schedule
    above upon the Director’s separation from service for any
    of the following reasons:



 



    a. the Director’s death;



 



    b. the Director’s Disability (as defined below);



 



    c. the Director’s retirement from the Board at or
    after age 72; or



 



    d. the Director’s separation from service on account
    of the acceptance by the Director of a position (other than an
    honorary position) in the government of the United States, any
    State or any municipality or any subdivision thereof or any
    organization performing any quasi-governmental function.



 



    If the Director’s service on the Board terminates for any
    reason other than one listed above prior to the vesting date set
    forth in the Vesting Schedule above, the Award shall be
    forfeited immediately with respect to the number of Restricted
    Stock Units for which the Award is not yet vested.



 



    For purposes of this Agreement, the term “Disability”
    means the complete and permanent inability of the Director to
    perform all of his or her duties as a member of the Board, as
    determined by the Committee upon the basis of such evidence,
    including independent medical reports and data, as the Committee
    deems appropriate or necessary.



 



    4.  Transferability of Award.



 



    The Award may not be sold, transferred, pledged, assigned, or
    otherwise alienated or hypothecated.



 



    5.  Miscellaneous Provisions.



 



    a. Rights as a Stockholder.  The
    Director shall have no rights as a stockholder with respect to
    any Shares subject to this Award, except as provided in
    Paragraph 2(d), until the Award has vested and Shares, if
    any, have been issued.



 



    b. Compliance with Federal Securities Laws and Other
    Applicable Laws.  Notwithstanding anything to
    contrary in this Agreement or in the Plan, to the extent
    permitted by Section 409A of the Code and any treasury
    regulations or other applicable guidance promulgated with
    respect thereto, the issuance or delivery of any Shares pursuant
    to this Agreement may be delayed if the Company reasonably
    anticipates that the issuance or delivery of the Shares will
    violate Federal securities laws or other applicable law;
    provided that delivery or issuance of the Shares shall be made
    at the earliest date at which the Company reasonably anticipates
    that such delivery or issuance will not cause a violation. The
    Company shall not be liable to the Director for any damages
    relating to any delays in issuing the certificates to the
    Director, any loss of the certificates, or any mistakes or
    errors in the issuance of the certificates or the certificates
    themselves.



 



    c. Choice of Law.  This Agreement
    shall be governed by, and construed in accordance with, the laws
    of the State of New York, excluding any conflicts or choice of
    law rule or principle that might otherwise refer construction or
    interpretation of this Agreement to the substantive law of
    another jurisdiction.




    

    2








 






    d. Modification or Amendment.  This
    Agreement may only be modified or amended by written agreement
    executed by the parties hereto; provided, however, that the
    adjustments permitted pursuant to Section 4.2 of the Plan
    may be made without such written agreement.



 



    e. Severability.  In the event any
    provision of this Agreement shall be held illegal or invalid for
    any reason, the illegality or invalidity shall not affect the
    remaining provisions of this Agreement, and this Agreement shall
    be construed and enforced as if such illegal or invalid
    provision had not been included.



 



    f. References to Plan.  All
    references to the Plan shall be deemed references to the Plan as
    may be amended from time to time.



 



    g. Headings.  The captions used in
    this Agreement are inserted for convenience and shall not be
    deemed a part of this Award for construction or interpretation.



 



    h. Interpretation.  Any dispute
    regarding the interpretation of this Agreement shall be
    submitted by the Director or by the Company forthwith to the
    Committee, which shall review such dispute at its next regular
    meeting. If the Director is a member of the Committee, the
    Director shall not participate in such review. The resolution of
    such dispute by the Committee shall be final and binding on all
    persons.



 



    i. Section 409A of the
    Code.  The provisions of this Agreement and
    any payments made herein are intended to comply with, and should
    be interpreted consistent with, the requirements of
    Section 409A of the Code, and any related regulations or
    other effective guidance promulgated thereunder by the
    U.S. Department of the Treasury or the Internal Revenue
    Service.



 



    j. Signature in Counterparts.  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.



 



    ITT Corporation



 


			
	 	    By: 
	
        









    Name:     



			
	 	    Title: 
	





 



    The Director represents that s/he is familiar with the terms and
    provisions thereof, and hereby accepts this Agreement subject to
    all of the terms and provisions thereof. The Director has
    reviewed the Plan and this Agreement in their entirety, has had
    an opportunity to obtain the advice of counsel prior to
    executing this Agreement and fully understands all provisions of
    this Agreement. The Director hereby agrees to accept as binding,
    conclusive and final all decisions or interpretations of the
    Committee upon any questions arising under the Plan or this
    Agreement.



 


 



    Signed: ­
    ­




                     Director



 



    Dated: ­
    ­




    

    3