p02534_x106.htm


    Exhibit
10.6

    PATRICK
INDUSTRIES, INC.

    


    OFFICER
AND EMPLOYEE

    20XX
RESTRICTED STOCK AWARD

    


    


    NOTICE
OF RESTRICTED STOCK GRANT

    


    Name of
Employee (“Employee”): ____________________________

    


    You have
been awarded shares of Common Stock (the “Shares”), without par value of Patrick
Industries, Inc., an Indiana corporation (the “Company”) as
follows:

    


    


    Date of Award (“Grant Date”):
________________, _____

    


    Total Number of Shares Awarded:
___________ Shares (the “Restricted Shares”)

    


    Vesting
Schedule: The Restrictions shall lapse on the third anniversary of the Grant
Date; provided that Employee remains in the continuous employment of the Company
or a Subsidiary at all times from the Grant Date through the vesting
date.

    


    The
Employee and the Company hereby agree that this award is granted under and
governed by the terms and conditions of the 20XX Restricted Stock Award,
which is attached hereto and made an integral part hereof, and the Patrick
Industries, Inc. ______________Stock Option Program, as amended (the
“Plan”).  The Company and Employee each agree to be bound by all of
the terms and conditions set forth in the 20XX Restricted Stock Award and
the Plan.

    


    Patrick
Industries,
Inc.                                                                Employee

    


    By:_______________________                                                                _______________________

       Its:______________________

    


    


    


    Completed
by: _______________________________

    


    Reviewed
by: ________________________________

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    PATRICK
INDUSTRIES, INC.

    


    20XX RESTRICTED STOCK
AWARD

    


    In consideration of the premises,
mutual covenants and agreements herein, the Company and the Employee hereby
agree as follows:

    


    ARTICLE
1

    AWARD

    


    Section 1.1  Award of
Shares.  Subject to all of the terms and conditions set forth
in this 2009 Restricted Stock Award (the “Agreement”), the Company hereby grants
to Employee that number of shares of Common Stock (the “Restricted Shares”) set
forth under the heading “Total Number of Shares Awarded” in the Employee’s
Notice of Restricted Stock Grant.

    


    Section 1.2 Conditions to
Award.  The award of Restricted Shares to Employee is
conditioned upon Employee, concurrently with the execution of this Agreement,
delivering to the Company:  (1) if requested by the Company, a duly
signed stock power, endorsed in blank, relating to the Restricted Shares as
required under Section 2.7 hereof, (2) a duly signed Section 83(b) Election, but
only if the Employee, in his or her sole discretion, intends to make such
election, and (3) such other documents or agreements as the Company may
request.

    


    Section 1.3  Voting and
Other Rights.  Upon Employee’s timely compliance with each of
the conditions set forth in Section 1.2 hereof, Employee shall have all of the
rights and status as a shareholder of the Company in respect of the Restricted
Shares, including the right to vote such shares and to receive dividends or
other distributions thereon.  Any cash dividends paid on any
Restricted Shares shall be paid to the Employee.  In the event any
non-cash dividends or other distributions, whether in property, or stock of
another company, are paid on any Restricted Shares, such non-cash dividends or
other distributions payable to the Employee shall be retained by the Company and
not delivered to the Employee until such time as the Restrictions on the
Restricted Shares with respect to which such non-cash dividends or other
distributions have been paid shall have lapsed and such shares shall have become
Vested Shares.  Such non-cash dividends or distributions with respect
to the Restricted Shares shall be retained by the Company in the event the
Restricted Shares on which such non-cash dividends or other distributions were
paid are forfeited to the Company under Section 2.1(b) hereof.

    


    Section 1.4  Subject to
Plan.  This 20XX Restricted Stock Award is subject to all of
the terms and conditions of the Patrick Industries, Inc. XXXX Stock Option
Program, as amended (the “Plan”), as the same may be further amended from time
to time.  Any capitalized terms not otherwise defined in this
Agreement shall have the meaning set forth in the Plan.

    


    Section 1.5 Subject to Shareholder
Vote.  Notwithstanding anything to the contrary herein whether
express or implied, this 2009 Restricted Stock Award is hereby conditioned on
approval of the Patrick Industries, Inc. Omnibus Incentive Plan by the Company’s
shareholders within

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    twelve
(12) months of the Grant Date, it being understood and agreed by Employee that
these Restricted Shares shall become null and void if the Omnibus Incentive Plan
is not approved by the Company’s shareholders within the period prescribed, in
which case, the Restricted Shares shall be considered to have been forfeited by
the Employee under Section 2.1(b) hereof.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
2

    RESTRICTIONS

    


    Section
2.1  Restrictions. The Restricted Shares are being awarded to
Employee subject to the following transfer and forfeiture restrictions
(collectively, the “Restrictions”).

    


    (a)  Transfer.  Prior
to the date that the Restricted Shares become Vested Shares (as defined in
Section 2.2 hereof), Employee may not directly or indirectly, by operation of
law or otherwise, voluntarily or involuntarily, anticipate, alienate, attach,
sell, assign, pledge, encumber, charge or otherwise transfer all or any part of
the Restricted Shares without the written consent of the Company, which consent
may be withheld by the Company in its sole discretion.

    


    (b)  Forfeiture.  Upon
termination of Employee’s employment with the Company or any Subsidiary, all
Restricted Shares which are not Vested Shares (or have not become Vested Shares
under Section 2.3 hereof) at the effective time of such termination, shall
immediately thereafter be returned to or canceled by the Company, and shall be
deemed to have been forfeited by Employee to the Company.  Upon any
forfeiture of Restricted Shares under this Section 2.1, the Company will not be
obligated to pay Employee any consideration whatsoever for the forfeited
Restricted Shares.

    


    Section 2.2  Lapse of
Restrictions.  Subject to the other terms of this Agreement,
the Restrictions shall lapse with respect to the Restricted Shares awarded
hereunder only at the time or times and as to that number of Restricted Shares
determined in accordance with the Vesting Schedule set forth in the Employee’s
Notice of Restricted Stock Grant.  To the extent the Restrictions
shall have lapsed with respect to Restricted Shares subject to this Award, those
shares (the “Vested Shares”) will thereafter be free of the terms and conditions
of this Agreement.

    


    Section 2.3  Acceleration
of Vesting.   Notwithstanding the Vesting Schedule set
forth in the Employee’s Notice of Restricted Stock Grant, the Restrictions shall
lapse with respect to any Restricted Shares that have not otherwise vested as of
the termination of the Employee’s employment with the Company or any Subsidiary
if such termination is by reason of a termination by the Company without Cause,
or a termination by reason of the Employee’s death or
Disability (as those terms are defined below), and such shares shall not be
subject to forfeiture under Section 2.1(b).

    


    Section 2.4  Termination
of Vesting.  In the event the Employee’s employment with the
Company (or any other employment, consulting, advisory or service relationship
or arrangement with the Company or any Subsidiary (as defined below)) is
terminated for any reason, after taking into account the provisions of Section
2.3 hereof, no further vesting (pro rata or otherwise) shall occur after the
occurrence of such event.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 2.5  Withholding
Taxes.

    


    (a)  The
award of the Restricted Shares to the Employee, and the lapse of Restrictions on
the Restricted Shares, shall be conditioned on any applicable federal, state or
local withholding taxes having been paid by Employee at the appropriate time
pursuant to a direct payment of cash or other readily available funds to the
Company.

    


    (b)  If
the Employee shall have elected to file a Section 83(b) Election with respect to
the award of Restricted Shares hereunder, the award of the Restricted Shares
shall be conditioned on the Employee providing the Company with a direct payment
of cash or other immediately available funds in an amount equal to the statutory
minimum withholding taxes required to by withheld by the Company not later than
30 days after the date of the award.

    


    (c)  Employee
shall have the right to satisfy all or any portion of his or her obligations
under Section 2.5(a) by having the Company withhold from the Restricted Shares
with respect to which the Restrictions will lapse, that number of shares of
Common Stock having an aggregate Fair Market Value, determined as of the date of
the taxable event with respect to such shares, equal to the federal, state or
local taxes required to be withheld by the Company with respect to such taxable
event; provided however, that the Fair Market Value of any shares of Common
Stock withheld under this Section 2.5(c) may not exceed the statutory minimum
withholding amount required by law.

    


    


    Section 2.6  Issuance of
Shares; Restrictive Legend.  Stock certificates in respect of
the Restricted Shares may be issued by the Company subject to Employee’s
fulfillment of the conditions set forth in Section 1.2 hereof.  Any
such certificates shall be registered in Employee’s name and shall be inscribed
with a legend evidencing the Restrictions, and such additional legends as may be
required to comply with the Securities Act of 1933, as amended, and other
applicable federal or state securities laws.  Alternatively, the
Company may issue Restricted Shares hereunder in uncertificated
form.

    


    Section 2.7
Custody.  All certificates representing the Restricted Shares
(other than Vested Shares) shall be deposited, together with stock powers
executed by Employee, in proper form for transfer, with the
Company.  The Company shall provide Employee with a copy of any
certificate representing the Restricted Shares, or such other evidence thereof
as may be determined by the Company, which shall contain the legends described
in Section 2.6.  The Company is hereby authorized to cause the
transfer into its name of the Restricted Shares (and any non-cash distributions
or other property described in Section 1.3 hereof) which are forfeited to the
Company pursuant to Section 2.1(b) hereof.  At the request of
Employee, certificates representing Vested Shares shall, subject to any
applicable securities law restrictions, be delivered by the Company to Employee
or Employee’s personal representative.  Certificates representing
shares that have become Vested Shares in accordance with Section 2.2, 2.3 or 3.1
shall be issued without the legend evidencing the Restrictions, but may contain
such legends as may be required to comply with the Securities Act of 1933, as
amended, or any other applicable federal or state securities
laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
3

    CHANGE
IN CONTROL; ADJUSTMENTS

    


    Section 3.1  Consequences
of a Change in Control.  In the event of a Change in Control of
the Company, any Restricted Shares then held by Employee shall become Vested
Shares, notwithstanding the Vesting Schedule prescribed under Section 2.2
hereof, as of the effective date of such Change in Control.

    


    Section 3.2  Change in
Control.  For purposes of this Agreement, a “Change In Control”
shall be deemed to have occurred if:

    


    (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”)), other than the Company or an employee benefit plan sponsored
by the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing twenty percent (20%), or more (or if a person is permitted to own a
higher percentage under the Company’s Rights Agreement, dated March 31, 2006, as
the same may be amended from time to time, such higher percentage as to such
person and their affiliates and associates) of the combined voting power of the
Company’s then outstanding securities ordinarily having the right to vote at
elections of directors (excluding an acquisition of such securities directly
from the Company),

    


    (ii) during any period of two
consecutive years individuals who at the beginning of the two-year period were
members of the Board cease for any reason to constitute at least a majority of
the Board (individuals with such two years of service being the “Continuing
Directors”),

    


    (iii) there shall be consummated (A)
any consolidation, merger or reorganization of the Company in which the capital
stock of the Company is not converted into or exchanged for cash, securities or
other property, other than a consolidation, merger, or reorganization of the
Company in which the holders of capital stock of all classes of the Company
(including Common Stock) immediately prior to the transaction have, directly or
indirectly, an ownership interest in securities representing a majority of the
combined voting power of the outstanding voting securities of the surviving
entity immediately after the transaction, or (B) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company, other than any such
transaction with entities in which the holders of the Company’s then outstanding
capital stock of all classes, directly or indirectly, have an ownership interest
in securities representing a majority of the combined voting power of the
outstanding voting securities of such entities immediately after the
transaction,

    


    (iv) a change occurs of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A, promulgated under the Exchange Act or any successor disclosure
item, or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (v) the stockholders of the Company
approve any plan or proposal for the liquidation or dissolution of the
Company;

    


    provided,
however, that any occurrence described in (i) through (iv) approved by the
affirmative vote of a majority of the Continuing Directors, shall not constitute
a Change in Control to the extent so provided by the affirmative vote of a
majority of those Continuing Directors.

    


    Section 3.4  Binding
Nature of Adjustments.  Adjustments under Section 15 of the
Plan will be made by the Compensation Committee, whose determination as to what
adjustments, if any, will be made, will be final, binding and
conclusive.  No fractional shares will be issued pursuant to the Award
on account of any such adjustments.  Subject to Section 1.3, the terms
“Restricted Shares” and “Vested Shares” shall include any
shares,  securities, or other property that Employee receives or
becomes entitled to receive as a result of Employee’s ownership of the original
Restricted Shares, and any such shares, securities or other property shall be
subject to the same Restrictions and other terms and conditions that apply with
respect to, and shall vest or be forfeited at the same time as, the Restricted
Shares with respect to which such shares, securities or other property are
issued.

    


    ARTICLE
4

    DEFINITIONS

    


    Section
4.1  Definitions.  For purposes of this Award, the
following terms shall have the following meanings:

    


    “Cause” shall have the
meaning  set out in any separate employment agreement between the
Employee and the Company and, in the absence of an employment agreement, “Cause”
shall mean Employee’s:  (a) commission of an act of dishonesty, fraud,
theft, or embezzlement; (b) sabotage or intentional failure to act on the
direction of an officer of the Company or the Board of Directors of the Company
or of any affiliate; (c) engagement, directly or indirectly, in a business or
occupation (as a proprietor, partner, officer, shareholder, or employee, or
otherwise) in competition with the Company or any of its affiliates; (d)
indictment or conviction for a felony violation of a criminal law, other than
motor vehicle offenses; (e) the use or possession of illegal drugs; or (f)
failure to achieve and/or perform, to the Company’s satisfaction, Employee’s
duties and responsibilities on behalf of the Company (other than due to
Disability).

    


    “Disability” shall have the meaning
ascribed to such term in Section 22(e)(3) of the Internal Revenue Code of 1986,
as amended, or any successor provision.

    


    “Section 83(b) Election” shall mean an
election made pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended, to be taxed with respect to the Restricted Shares at the time of grant
rather than upon the lapse of the Restrictions.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    “Subsidiary” or “Subsidiaries” shall
mean any corporation or other entity of which outstanding shares or ownership
interests representing 50% or more of the combined voting power of such
corporation or other entity entitled to elect the management thereof, or such
lesser percentages may be approved by the Compensation Committee, are owned,
directly or indirectly, by the Company.

    


    ARTICLE
5

    MISCELLANEOUS

    


    Section
5.1  Administration.  This Award shall be
administered by the Compensation Committee or its delegate as provided in
Section 2 of the Plan.

    


    Section 5.2  No Guarantee
of Employment or Service; Compensation.  Nothing in this
Agreement shall be construed as an employment, consulting or similar contract
for services between the Company or any Subsidiary and the
Employee.  Any benefit derived under this Agreement shall not be
considered compensation for purposes of calculating any severance, resignation,
bonus, pension, retirement or similar payments or benefits.

    


    Section 5.3  The Company’s
Rights.  The existence of the Award shall not affect in any way
the right or power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company’s capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or other securities
with preference ahead of or convertible into, or otherwise affecting the Shares
or the rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of the Company’s assets or business, or any
other act or proceeding, whether of a similar character or
otherwise.

    


    Section
5.4  Employee.  Whenever the word “Employee” is used
in any provision of this Agreement, under circumstances where the provision
should logically be construed to apply to the estate, personal representative or
beneficiary to whom this Award may be transferred by will or by the laws of
descent and distribution, the word “Employee” shall be deemed to include such
person.

    


    Section
5.5  Nontransferability of Award.   This Award
is not transferable by the Employee otherwise than by will or the laws of
descent and distribution.

    


    Section 5.6  Entire
Agreement; Modification.  This Agreement contains the entire
agreement between the parties with respect to the subject matter contained
herein, and may not be modified, except as provided in 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 this Agreement shall be void and ineffective for all
purposes.

    


    Section 5.7
Severability.  In the event that any term or provision of this
Agreement shall be finally determined to be superseded, invalid, illegal or
otherwise unenforceable pursuant to applicable law by a governmental authority
having jurisdiction and venue, that determination


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    shall not
impair or otherwise affect the validity, legality or enforceability, to the
maximum extent permissible by law, (a) by or before that authority of the
remaining terms and provisions of this Agreement, which shall be enforced as if
the unenforceable term or provision were deleted, or (b) by or before any other
authority of any of the terms and provisions of this Agreement.

    


    Section 5.8  Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of Indiana (regardless of the law that
might otherwise govern under applicable Indiana principles of conflict of
laws).