exhibit10-8restrictedstock.htm


    


     

    
      
        

      

    

     

    Exhibit
10.8

     

    MATTHEWS
INTERNATIONAL CORPORATION

    2007
Equity Incentive Plan (as amended through September 26, 2008)

    Restricted
Stock Agreement For Employees

    


    


    MATTHEWS
INTERNATIONAL CORPORATION,
a Pennsylvania corporation (the "Corporation"), and ______________, an
eligible employee of the Corporation or one of its Subsidiaries (the "Awardee"),
for good and valuable consideration the receipt and adequacy of which are hereby
acknowledged and intending to be legally bound hereby, agree as
follows:

    


    1.           Stock
Award.  The Corporation hereby confirms the award to the
Awardee of ____ shares of Class A Common Stock, par value $1.00 per share, of
the Corporation (the “Class A Common Stock”) under and subject to the terms and
conditions of the Corporation’s 2007 Equity Incentive Plan (as amended through
September 26, 2008) (the “Plan”) and this Agreement (the "Restricted
Stock").  The Plan is incorporated by reference and made a part of
this Agreement as though set forth in full herein.  Terms which are
capitalized but not defined in this Agreement have the same meaning as in the
Plan unless the context otherwise requires.  This Restricted Stock
award shall be effective as of _____________(the "Effective Date"), provided
that this Agreement is executed by the Awardee and delivered to the
Corporation.  As of the Effective Date, the Awardee shall be a
shareholder of the Corporation with respect to the Restricted Stock and shall
have all the rights of a shareholder with respect to the Restricted Stock,
including the right to vote the Restricted Stock and to receive all dividends
and other distributions paid with respect to the Restricted Stock, subject to
the restrictions of the Plan and this Agreement.

    


    2.           Acceptance of Restricted
Stock Award.  The Awardee accepts the award of the Restricted
Stock confirmed hereby, subject to the restrictions of the Plan and this
Agreement.

    


    3.           Performance-Based
Restrictions.  The restrictions set forth in this Section 3
shall apply with respect to ____ shares of the Restricted Stock (the
“Performance Restricted Stock”).

    


    
      	
              A.  

            	
              General.  If
      (i) the Awardee remains continuously employed with the Corporation and its
      Subsidiaries until the later to occur of (a) _______or (b) the date(s)
      described in the following table (the “Performance Vesting Date(s)”), (ii)
      the shares of Performance Restricted Stock set forth in the table with
      respect to each respective Performance Vesting Date have not been
      previously forfeited to the Corporation pursuant to Section 5, and (iii)
      the restrictions imposed under this Agreement on such shares have not
      previously lapsed pursuant to Section 6, the restrictions imposed on the
      following respective numbers of shares of the Performance Restricted Stock
      shall lapse (except for the restriction set forth in Section 5 for the
      period set forth in Section 5), such shares shall become vested, and the
      Corporation shall instruct its transfer agent that such shares are no
      longer to be designated as restricted on the transfer agent’s book-entry
      records of the owners of the Class A Common Stock, as of the later to
      occur of (a) __________or (b) the following respective
      date(s):

            


    

    


    
      	
              Performance Vesting Dates

            	 
      	
              Number
      of Shares of Performance Restricted Stock on Which the Restrictions Shall
      Lapse

              and Which Shall Vest

            
	
               

              (a)The
      first date, if any, prior to _____________on which the Fair Market Value
      per share of the Class A Common Stock has equaled or exceeded $_______ for
      a period of ten (10) consecutive trading days;

            	 
      	
              ________

            
	 
      	 
      	 
      
	
              (b)The
      first date, if any, prior to _______________on which the Fair Market Value
      per share of the Class A Common Stock has equaled or exceeded $_______ for
      a period of ten (10) consecutive trading days; and

            	 
      	
              ________

            
	 
      	 
      	 
      
	
              (c)The
      first date, if any, prior to ___________on which the Fair Market Value per
      share of the Class A Common Stock has equaled or exceeded $______ for a
      period of ten (10) consecutive trading days.

            	 
      	
              ________

            


    

    


    If any
event described in Section 4.5 of the Plan occurs, the Committee, subject to the
conditions set forth in Section 4.5 of the Plan, shall make such adjustments to
the amounts set forth in (a) – (c) above as it deems appropriate and equitable
to prevent the dilution or enlargement of the rights of the Awardee under this
Agreement.

    


    The Fair
Market Value per share of the Class A Common Stock for purposes of this
Agreement shall be determined under Section 1.2(d) of the Plan, and such Fair
Market Value per share of the Class A Common Stock on the Effective Date is
$_____.  If the Awardee’s employment with the Corporation and its
Subsidiaries terminates prior to the later to occur of (a) ________________or
(b) a Performance Vesting Date for any reason other than as a result of the
Awardee’s death or permanent disability (as defined in Section 3.B.), voluntary
termination of the Awardee’s employment with the consent of the Corporation
(with such a voluntary termination by the Awardee requiring the written consent
of the Committee or, in the case of an awardee other than the Chief Executive
Officer of the Corporation, such Chief Executive Officer) (a “Voluntary
Termination With Consent”), or the Awardee’s retirement under any retirement
plan of the Corporation or one of its Subsidiaries, and the employment and stock
performance restrictions with respect to such Performance Vesting Date have not
previously lapsed pursuant to Section 6, the shares of the Performance
Restricted Stock set forth in the table above in this Section 3.A. with respect
to such Performance Vesting Date which have not been previously forfeited to the
Corporation pursuant to Section 5 shall, upon such termination of employment and
without any further action, be forfeited to the Corporation by the Awardee and
cease to be issued and outstanding shares of the Class A Common Stock of the
Corporation.  Any shares of the Performance Restricted Stock (i) which
have not been previously forfeited to the Corporation pursuant to Section 5 or
the immediately preceding sentence, (ii) for which the employment and stock
performance restrictions have not previously lapsed pursuant to Section 6, and
(iii) which have not vested prior to _________pursuant to the foregoing table
shall, on ____________and without any further action, be forfeited to the
Corporation by the Awardee and cease to be issued and outstanding shares of the
Class A Common Stock of the Corporation.

    


    
      	
              B.  

            	
              Certain Terminations
      of Employment.  If the Awardee’s employment with the
      Corporation and its Subsidiaries terminates as a result of the Awardee’s
      death or permanent disability (within the meaning of Section 422(c)(6) of
      the Internal Revenue Code of 1986 as amended  (the “Code”) or
      any successor section), a Voluntary Termination With Consent, or the
      Awardee’s retirement under any retirement plan of the Corporation or one
      of its Subsidiaries, and the employment and stock performance restrictions
      have not previously lapsed with respect to shares of the Performance
      Restricted Stock pursuant to Sections 3, A. or 6, such shares of the
      Performance Restricted Stock which have not been previously forfeited to
      the Corporation pursuant to Section 5 or the last sentence of Section 3,
      A. shall continue to be eligible for vesting under the stock performance
      conditions set forth in Section 3. A.(a), (b) and (c) and shall become
      vested pursuant to the table set forth in Section 3. A., if (and at the
      time) the Performance Vesting Dates described in Section 3. A.(a), (b) and
      (c), respectively, occur within two years after the date of termination of
      employment of the Awardee.  Sections 5 and 6 and the last
      sentence of Section 3.A. shall continue to apply to shares of Performance
      Restricted Stock during such two-year period or, in the case of Section 6
      and the last sentence of Section 3.A, if earlier, until such shares of
      Performance Restricted Stock become vested pursuant to the table set forth
      in Section 3.A.  The Corporation shall instruct its transfer
      agent to no longer designate as restricted on the transfer agent’s
      book-entry records of the owners of the Class A Common Stock any shares of
      the Performance Restricted Stock which become vested pursuant to this
      Section 3.B, provided that Section 5 shall continue to apply to such
      shares to the extent set forth in Section 5 for the period set forth in
      Section 5.  Any such shares of the Performance Restricted Stock
      on which the employment and stock performance restrictions under Section 3
      of this Agreement have not previously lapsed, which have not been
      previously forfeited, and which have not become vested as of the close of
      business on the two-year anniversary of the date of termination of
      employment of the Awardee shall, without any further action, be forfeited
      to the Corporation by the Awardee at such time and cease to be issued and
      outstanding shares of the Class A Common Stock of the
      Corporation.

            


    

    


    
      	
              C.  

            	
              Qualified
      Performance-Based Award.  The Performance Restricted
      Stock has been designated as a Qualified Performance-Based Award under
      Sections 6.2(a) and 12.1 of the Plan if the Awardee is or may be a Covered
      Employee, and the Committee shall certify in writing when and if the
      Performance Restricted Stock becomes vested pursuant to this Section 3 and
      Section 12.1(b) of the Plan.

            


    

    


    4.           Time-Based Restrictions.  The
restrictions set forth in this Section 4 shall apply to all of the shares of the
Restricted Stock which are not Performance Restricted Stock (i.e., the
remaining  _____  shares of Restricted Stock) (the “Time-Based
Restricted Stock”).

    


    
      	
              A.  

            	
              General.  If,
      on or before ______________ (the “Vesting Date”), the Awardee’s employment
      with the Corporation and its Subsidiaries terminates for any reason other
      than as a result of (i) the Awardee’s death or permanent disability (as
      defined in Section 3.B.), (ii) a Voluntary Termination With Consent, or
      (iii) the Awardee’s retirement under any retirement plan of the
      Corporation or one of its subsidiaries, and this restriction has not
      previously lapsed pursuant to Section 6, the shares of the Time-Based
      Restricted Stock which have not been previously forfeited to the
      Corporation shall, upon such termination of employment and without any
      further action, be forfeited to the Corporation by the Awardee and cease
      to be issued and outstanding shares of the Class A Common Stock of the
      Corporation.  If (i) the Awardee remains an employee of the
      Corporation and its Subsidiaries until the Vesting Date, (ii) the shares
      of the Time-Based Restricted Stock have not been previously forfeited to
      the Corporation pursuant to Section 5, and (iii) the employment
      restriction described in the first sentence of this Section 4.A. (the
      “Section 4, A. Restriction”) has not previously lapsed pursuant to Section
      6, the Section 4. A. Restriction on the Time-Based Restricted Stock shall
      lapse, such shares shall become vested, and the Corporation shall instruct
      its transfer agent that such shares are no longer to be designated as
      restricted on the transfer agent’s book-entry records of the owners of the
      Class A Common Stock, provided that Section 5 shall continue to apply to
      such shares to the extent set forth in Section 5 for the period set forth
      in Section 5.

            


    

    


    
      	
              B.  

            	
              Certain Terminations
      of Employment.  If the Awardee terminates employment with
      the Corporation and its Subsidiaries due to any of the reasons set forth
      in Section 4.A. (i)-(iii), upon such termination the Section 4.A.
      Restriction on the shares of the Time-Based Restricted Stock which have
      not been previously forfeited to the Corporation pursuant to Section 5 and
      on which the Section 4.A. Restriction has not previously lapsed pursuant
      to Section 6, shall lapse, such shares shall become vested, and the
      Corporation shall instruct its transfer agent that such shares are no
      longer to be designated as restricted on the transfer agent’s book-entry
      records of the owners of the Class A Common Stock, provided that Section 5
      shall continue to apply to such shares to the extent set forth in Section
      5 for the period set forth in Section
5.

            


    

    


    5.           Non-Competition/Non-Solicitation/Non-Disparagement.  If
the Awardee (whether during or after termination of employment with the
Corporation and its Subsidiaries) (i) engages in the operation or management of
a business (whether as owner, partner, officer, director, employee or otherwise)
which is in competition with the Corporation or any of its Subsidiaries, (ii)
induces or attempts to induce any customer, supplier, licensee or other
individual, corporation or other business organization having a business
relationship with the Corporation or any of its Subsidiaries to cease doing
business with the Corporation or any of its Subsidiaries or in any way
interferes with the relationship between any such customer, supplier, licensee
or other person and the Corporation or any of its Subsidiaries, (iii) solicits
any employee of the Corporation or any of its Subsidiaries to leave the
employment thereof or in any way interferes with the relationship of such
employee with the Corporation or any of its Subsidiaries, or (iv) makes any
statements or comments, orally or in writing, of a defamatory or disparaging
nature regarding the Corporation or any of its Subsidiaries (including but not
limited to regarding any of their respective businesses, officers, directors,
personnel, products or policies), the Committee may (a) cause all shares of the
Restricted Stock remaining subject to the employment and stock performance
restrictions imposed by this Agreement to be immediately forfeited to the
Corporation and the Awardee shall have no further rights with respect to such
shares and/or (b) require the Awardee to promptly return and transfer, and
thereby forfeit, ownership to the Corporation of all or a portion (at the
discretion of the Committee) of a number of shares of the Class A Company Stock
equal to the number of shares of the Restricted Stock which were issued or
transferred by the Corporation to the Awardee within the three (3) years
immediately preceding any such activity by the Awardee (or, at the discretion of
the Committee, to pay to the Corporation in cash an amount equal to the fair
market value of such number of shares of the Class A Common Stock as of the date
of the determination by the Committee under this Section 5), provided, however,
that this Section 5 shall not apply if a Section 11 Event occurs prior to any
such activity by the Awardee.  Whether the Awardee has engaged in any
of the activities referred to in the immediately preceding sentence shall be
determined, in its discretion, by the Committee, and any such determination by
the Committee shall be final and binding.

    


    6.           Section 11
Event.  If (i) a Section 11 Event occurs, (ii) the employment
and stock performance restrictions (if any) imposed by this Agreement on the
shares of the Restricted Stock have not previously lapsed, and (iii) such shares
of the Restricted Stock have not been previously forfeited to the Corporation,
the employment and stock performance restrictions (if any) and the restrictions
set forth in Section 5 imposed by this Agreement on such shares of the
Restricted Stock remaining subject to such restrictions shall lapse upon the
occurrence of such Section 11 Event, such shares shall become vested, and the
Corporation shall instruct its transfer agent that such shares are no longer to
be designated as restricted on the transfer agent’s book-entry records of the
owners of the Class A Common Stock.

    


    7.           Transfers.  Except
for transfers to a trust that is revocable by the Awardee alone as permitted by
Section 6.3 of the Plan and subject to the conditions set forth therein, the
Awardee shall not sell, exchange, assign, alienate, pledge, hypothecate,
encumber, charge, give, transfer or otherwise dispose of, either voluntarily or
by operation of law, any shares of the Restricted Stock or any rights or
interests appertaining thereto, prior to the lapse of the employment and stock
performance restrictions (if any) imposed by this Agreement as to such shares,
except that the shares of the Restricted Stock may be transferred by the Awardee
by Will or, if the Awardee dies intestate, by the laws of descent and
distribution of the state of domicile of the Awardee at the time of
death.  Subsequent to the lapse of the employment and stock
performance restrictions imposed by this Agreement as to shares of the
Restricted Stock, Awardee agrees that such shares of the Restricted Stock cannot
be offered, sold, pledged or otherwise disposed of, and the Awardee will not
offer, sell, pledge or otherwise dispose of such shares of the Restricted Stock,
except pursuant to (i) an effective registration statement under the Securities
Act of 1933, as amended (the “1933 Act”) and qualification under applicable
state and foreign securities laws, or (ii) in accordance with Rule 144 under the
1933 Act.

    


    8.           Book-Entry Share
Records.  As of the Effective Date, the shares of the
Registered Stock shall be issued in book-entry form in the name of the Awardee
until any forfeiture of the shares of the Restricted Stock to the
Corporation.  As of the Effective Date, the Corporation shall instruct
its transfer agent that the shares of the Restricted Stock (a) are to be
recorded as owned by the Awardee and designated as restricted on the transfer
agent’s book-entry records of the owners of the Class A Common Stock, and (b)
may not be transferred from the name of the Awardee until the earlier of (i)
when the Corporation instructs its transfer agent in writing pursuant to this
Agreement to record the shares as owned by the Corporation (rather than by the
Awardee) or (ii) when requested in writing by the Awardee (or the Awardee’s
personal representative) after the Corporation has instructed its transfer agent
in writing  that such shares are no longer to be designated as
restricted on the transfer agent’s book-entry records.  If the
employment and stock performance restrictions (if any) imposed by this Agreement
lapse with respect to such shares, the Corporation shall instruct its transfer
agent that such shares are no longer to be designated as restricted on the
transfer agent’s book-entry records of the owners of the Class A Common
Stock.  If such shares are forfeited to the Corporation by the Awardee
under this Agreement, the Corporation shall instruct its transfer agent that
such shares are no longer to be recorded as owned by the Awardee but rather
shall be recorded as owned by the Corporation.  The Awardee hereby
acknowledges that the transfer agent may take such action based solely on
instructions from the Corporation and shall hold the transfer agent harmless
from any liability for such action.

    


    9.           Section 83(b)
Election/Foreign Taxes.  If the Awardee is subject to taxation
in the United States of America (the “United States”) the Awardee acknowledges
that an election under Section 83(b) of the Code, may be available to the
Awardee for Federal income tax purposes and that such election, if desired, must be
made within thirty (30) days of the Effective Date.  The
Awardee acknowledges that whether to make such election (or any similar election
in a country other than the United States) is the responsibility of the Awardee,
not the Corporation.  The Awardee may make the election as to any or
all of both the Performance Restricted Stock and the Time-Based Restricted
Stock.  The Awardee acknowledges that the Awardee and not the
Corporation is responsible for all tax consequences, including but not limited
to all non-United States tax consequences, and that the Awardee should consult
the Awardee’s tax advisor with respect to any applicable election and all other
tax aspects associated with this Agreement.

    


    10.           Withholding of
Taxes.  If the Awardee is subject to taxation in the United
States, the Awardee shall be advised by the Corporation or a Subsidiary as to
the amount of any United States Federal income or employment taxes required to
be withheld by the Corporation or such Subsidiary on the compensation income
resulting from the award of the Restricted Stock.  The timing of the
withholding will depend on whether the Awardee makes an election under Section
83(b) of the Code.  State, local or foreign income or employment taxes
may also be required to be withheld by the Corporation or a Subsidiary on any
compensation income resulting from the award of the Restricted
Stock.  The Awardee shall pay any taxes required to be withheld
directly to the Corporation or any Subsidiary in cash upon receipt, provided,
however, that taxes required to be withheld upon the vesting of the Restricted
Stock (as opposed to upon the Awardee’s making of an election under Section
83(b) of the Code), may be paid by one or more of the following methods, at the
election of the Awardee:

    


    (a) in cash;

    


    (b) if in
compliance with any applicable securities laws, by having the Corporation
withhold from the shares of Restricted Stock which have then vested for the
Awardee, a number of such shares with a Fair Market Value on the date of vesting
of the Restricted Stock equal to the amount of such taxes (rounded down to the
next whole number of shares) and with payment in cash by the Awardee to the
Corporation or a Subsidiary of the difference between the amount of such taxes
and the Fair Market Value of such whole number of shares on such date of
vesting; or

    


    (c) if in
compliance with any applicable securities laws, by delivery and transfer to the
Corporation or a Subsidiary by the Awardee of a number of unencumbered shares of
Class A Common Stock with a Fair Market Value on the date of vesting of the
Restricted Stock equal to the amount of such taxes (rounded down to the next
whole number of shares) and with payment in cash by the Awardee to the
Corporation or a Subsidiary of the difference between the amount of such taxes
and the Fair Market Value of such whole number of shares on such date of
vesting.

    


    If the
Awardee does not pay any taxes required to be withheld directly to the
Corporation or one of its Subsidiaries in the manner provided in this Section 10
within ten days after any such request, the Corporation or any of its
Subsidiaries may withhold such taxes from any other compensation to which the
Awardee is entitled from the Corporation or any of its
Subsidiaries.  The Awardee shall hold the Corporation and its
Subsidiaries harmless in acting to satisfy the withholding obligation in this
matter if it becomes necessary to do so.  Notwithstanding other
provisions of this Agreement, the Corporation shall not be required to instruct
its transfer agent that shares of the Restricted Stock are no longer to be
designated as restricted on the transfer agent’s book-entry records of the
owners of the Class A Common Stock until all taxes required to be withheld with
respect to the Restricted Stock have been paid to the Corporation or a
Subsidiary.

    


    11.           Effect of Agreement on
Rights of Corporation and Awardee.  This Agreement does not
confer any right on the Awardee to continue in the employ of the Corporation or
any of its Subsidiaries or interfere in any way with the rights of the
Corporation or any of its Subsidiaries to terminate the employment of the
Awardee with the Corporation or any of its Subsidiaries at any
time.

    


    12.           Binding
Effect.  This Agreement shall be binding upon the successors
and assigns of the Corporation and upon the legal representatives, estate, heirs
and legatees of the Awardee.

    


    13.           Entire
Agreement.  This Agreement constitutes the entire agreement
between the Corporation and the Awardee and supersedes all prior agreements and
understandings, oral or written, between the Corporation and the Awardee with
respect to the subject matter of this Agreement.

    


    14.           Amendment.  This
Agreement may be amended only by a written instrument signed by the Corporation
and the Awardee.

    


    15.           Section
Headings.  The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation  of any of the provisions of this
Agreement.

    


    16.           Governing
Law.  This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the Commonwealth of
Pennsylvania.

    


    17.           Interpretation of Plan and
Agreement; Dispute Resolution.  This Agreement is the agreement
referred to in Section 2.5 of the Plan with respect to this Restricted Stock
Award.  If there is any conflict between the Plan and this Agreement,
the provisions of the Plan shall control.  Any dispute or disagreement
which shall arise under or in any way relate to the interpretation or
construction of the Plan or this Agreement shall be resolved by the Committee
and the decision of the Committee shall be final, binding and conclusive for all
purposes.  The Awardee and the Corporation and their respective heirs,
representatives, successors and assigns irrevocably submit to the exclusive and
sole jurisdiction and venue of the state courts of Allegheny County,
Pennsylvania and the federal courts of the Western District of Pennsylvania with
respect to any and all disputes arising out of or relating to the Plan, this
Agreement, and/or the Restricted Stock, including but not limited to any
disputes arising out of or relating to the interpretation and enforceability of
this Restricted Stock Award or the terms and conditions of the Plan, and agree
that (a) sole and exclusive appropriate venue for any such action shall be such
Pennsylvania courts, and no other, (b) all claims with respect to any such
action shall be heard and determined exclusively in such Pennsylvania courts,
and no other, (c) such Pennsylvania courts shall have sole and exclusive
jurisdiction over the Awardee and the Corporation and over the subject matter of
any dispute relating hereto and (d) the Awardee and the Corporation waive any
and all objections and defenses to bringing any such action before such
Pennsylvania courts, including but not limited to those relating to lack of
personal jurisdiction, improper venue or forum non
conveniens.

    


    IN
WITNESS WHEREOF, the Corporation and the Awardee have executed this Agreement as
of this _______________________.

    


    


    MATTHEWS
INTERNATIONAL CORPORATION

                                                                                                        By:____________________________________

                Chief
Executive Officer

    


    


    WITNESS:                                                                           AWARDEE:

    


    


    


    _____________________________                                                                                          _______________________________________