EX-10.47






 




    Exhibit 10.47



 




    ITT
    CORPORATION

    2003 EQUITY INCENTIVE PLAN

    DIRECTOR RESTRICTED STOCK UNIT AWARD

    DEFERRAL ELECTION FORM



 





 



    SEND TO: Attention: Vivian Houchens, The Newport Group,
    3957 Westerre Parkway, Suite 401, Richmond, VA 23233,
    and retain a duplicate copy for your records.



 












    SECTION 1 —
    DIRECTOR INFORMATION



 





				
	    Last Name
    	     First Name
    	     MI
    	     Social
    Security Number
    



 





		
	    Mailing
    Address
    	     Daytime
    Telephone
    



 








 



    I understand that this Deferral Election Form relates to a grant
    of Restricted Stock Units granted to me on
    May   , 2008, as a director of ITT Corporation
    (the “Company”) pursuant to the ITT Corporation 2003
    Equity Incentive Plan (the “Plan”). I further
    understand that, unless I make a deferral election as provided
    in Section 2 below, the distribution of my vested
    Restricted Stock Units (and any related dividend equivalents)
    will be made in accordance with the terms of my Restricted Stock
    Unit award agreement. I further understand that any capitalized
    terms used in this Deferral Election Form, if not otherwise
    defined herein, will have the same meanings as provided in the
    Plan or my award agreement.



 












    SECTION 2 —
    DEFERRAL ELECTION



 



    I hereby elect to defer the payment of my vested Restricted
    Stock Units (and any related dividend equivalents) as set forth
    below. I understand that if no box is selected, then there will
    not be any deferral of the distribution of the Shares (and any
    related dividend equivalents) receivable upon the vesting of the
    Restricted Stock Units.



 



    With respect to the Restricted Stock Units that are scheduled to
    vest on May   , 2009 (and any related dividend
    equivalents), except as otherwise provided in Section 3,
    any such Restricted Stock Units and related dividend equivalents
    that vest will be settled and any related dividend equivalents
    will be paid on the following date or event, rather than the
    vesting date set forth in my Restricted Stock Unit award
    agreement (check one):



 



    o  The
    date I separate from service as a Director for any reason.



 



    o  Upon
    the earlier of (i) the date I separate from service as a
    Director for any reason or
    (ii)          ,
    20   (date selected cannot be earlier than the
    scheduled vesting date).



 



    I understand that the RSUs will be settled (and dividend
    equivalents will be paid) on the date or event specified above
    or as soon as practicable thereafter, but in all events will be
    settled and paid (i) if the settlement and payment date is
    separation from service, not later than 90 days after the
    date of separation from service or (ii) if the settlement
    and payment date is the specified date, not later than the last
    day of the calendar year in which the specified date occurs. I
    understand that in the event of my death prior to settlement of
    my Restricted Stock Units or payment of any related dividend
    equivalents, my Restricted Stock Units will be settled and any
    dividend equivalents will be paid to my designated beneficiary
    or, if no such designated beneficiary exists, to my estate.



 



    I understand that during the period of any deferral pursuant to
    this Deferral Election Form, if a cash dividend is declared on
    the Shares, I shall be credited with a dividend equivalent in an
    amount of cash equal to the number of Restricted Stock Units
    subject to this Deferral Election Form 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




    

    1








 






    Restricted Stock Units are settled pursuant to this Deferral
    Election Form (or any subsequent elections). Dividend
    equivalents shall not accrue interest.



 



    I understand that, notwithstanding anything to contrary in this
    Deferral Election Form 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 Deferral
    Election Form 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.



 



    Subsequent Elections:



 



    I understand that the Committee may permit me, pursuant to a
    subsequent deferral election, to further defer all of the
    amounts I have elected to defer pursuant to this Deferral
    Election Form, but that any such additional election shall be
    permitted only if and to the extent authorized by the Committee
    and, if permitted, shall be subject to such limitations and
    restrictions as the Committee may prescribe. Any such subsequent
    elections will be subject to the conditions set forth in
    Section 409A of the Code relating to subsequent elections,
    including the conditions that such subsequent elections (i)
    shall not take effect until at least 12 months after the
    date on which the subsequent election is made, (ii) shall
    provide for an additional deferral of the amounts subject to the
    subsequent election for a period of not less than five years
    from the date such amounts would otherwise have been settled and
    paid pursuant to the deferral election then in effect and
    (iii) must be made not less than 12 months before the
    date the Restricted Stock Units (and any dividend equivalents)
    would have been settled and paid pursuant to the deferral
    election then in effect. I further understand that if the
    Committee permits such subsequent election, any such subsequent
    election that I make will become irrevocable as of the deadline
    for making the subsequent election. If permitted, any such
    subsequent elections shall be made pursuant to a subsequent
    election form provided separately by the Company.



 












    SECTION 3 —
    ACKNOWLEDGEMENT AND AUTHORIZATION



 



    I acknowledge and agree that I have received and reviewed a copy
    of the Plan and my award agreement and I hereby agree to defer
    payment of my Restricted Stock Units (and any related dividend
    equivalents) as indicated in Section 2 above and I
    understand that I relinquish any right to receive delivery of
    shares with respect to these Restricted Stock Units (and payment
    of any related dividend equivalents) until the date or event I
    elected above.



 



    I understand that, except as otherwise provided in the following
    sentence, this Deferral Election Form must be filed with The
    Newport Group on or before the last day of the calendar year (or
    such earlier date as the Committee may prescribe) that precedes
    the calendar year in which the Restricted Stock Units are
    granted to me. Pursuant to transition relief under
    Section 409A of the Code, in 2008, I may elect to change
    the time of delivery of the Restricted Stock Units that are
    granted to me in 2008 (and payment of related dividend
    equivalents) by filing this Deferral Election Form with The
    Newport Group in 2008 on or prior to the deadline established by
    the Committee; provided, however that if my Restricted Stock
    Units (and any dividend equivalents) become vested in 2008
    pursuant to Section 3 of my Restricted Stock Unit award
    agreement (or otherwise), any such deferral election made
    pursuant to transition relief in 2008 shall be void and of no
    effect to the extent it would cause an amount to be delivered or
    paid later than calendar year 2008. I further understand that
    the election I made in Section 2 above becomes irrevocable
    on the latest permitted date for filing this Deferral Election
    Form as described above and may not be accelerated, revoked or
    modified except as otherwise permitted under Section 409A
    of the Code, and the Plan.



 



    I agree that my successors in interest and my assigns and all
    persons claiming under me shall, to the extent consistent with
    applicable law, be bound by the statements contained herein and
    by the provisions of the Plan as they now exist and as they may
    be amended from time to time.



 



    I have read and understand this Deferral Election Form and
    hereby authorize the Company to take all actions indicated on
    this form.



 


	 	 	 
	

    
Date



	
 
	
    
Director’s
    Signature










    

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