Exhibit 10.1


 


FORM OF

REDDY ICE HOLDINGS, INC.

RESTRICTED SHARE UNIT AGREEMENT


 


THIS
AGREEMENT, dated as of                     ,
2005, between Reddy Ice Holdings, Inc. (the “Company”), a Delaware
corporation, and                               
(the “Employee”).


 


WHEREAS, the
Employee has been granted the following award under the Company’s 2005 Long
Term Incentive and Share Award Plan (the “Plan”);


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, and for other good and valuable consideration, the parties hereto agree
as follows.


 


1.                                       Award
of Restricted Share Units.  Pursuant to the provisions of the
Plan, the terms of which are incorporated herein by reference, the Employee is
hereby awarded                             
Restricted Share Units (the “RSUs”), subject to the terms and conditions of the
Plan and those herein set forth.  The
RSUs are granted as of                     ,
2005 (the “Date of Grant”).  Each RSU
shall represent the right to receive one Share on the terms, and subject to the
conditions, set forth herein and in the Plan. 
Capitalized terms used herein and not defined shall have the meanings
set forth in the Plan.  In the event of
any conflict between this Agreement and the Plan, the Plan shall control.


 


2.                                       Terms
and Conditions.  It is understood and agreed that the award of RSUs
evidenced hereby is subject to the following terms and conditions:


 


(a)                                Time Vesting.  Subject to Section 2(f) below, 50%
of the RSUs (the “Time Vested RSUs”) will vest in four equal annual
installments beginning on August 12, 2006 and continuing on August 12
of each of the following three years, provided the Employee does not have a
Termination of Service prior to the applicable vesting date.


 


(b)                               Performance Vesting.  Subject to Section 2(f) below, the
remaining 50% of the RSUs (the “Performance Vested RSUs”) will vest in four
equal annual installments beginning on August 12, 2006 and continuing on August 12
of each of the following three years, provided the Employee does not have a
Termination of Service prior to the applicable vesting date and the Applicable
Performance Condition (as defined below) for the Performance Period immediately
preceding the vesting date is met. 
Notwithstanding the foregoing, if the determination of whether the
Applicable Performance Condition has been met is not made by August 12 immediately
following the Performance Period, the vesting date shall be the date the
determination is made.  Each Performance
Period will begin on July 1 and end on June 30.


 


(c)                                Performance
Condition.  The Applicable
Performance Condition for a Performance Period will be the amount of the
Company’s earned distributable cash per


 





















 


Share set forth on Appendix A hereto for the Performance Period.   Earned distributable cash will be the excess
of EBITDA (as defined in the Amended and Restated Credit Agreement between Reddy
Ice Group, Inc. and Various Financial Institutions and Other Persons dated
as of August 9, 2005 (the “Credit Agreement”)) minus an amount equal to
the sum of the Company’s net capital expenditures and cash interest payments,
and earned distributable cash per Share will be such excess divided by the
number of Shares outstanding at the end of the Performance Period.  For purposes of this calculation, EBITDA, net
capital expenditures, interest payments and number of Shares shall each be
determined on a pro forma basis taking into account acquisitions and
dispositions, and capital expenditures and acquisitions will be as defined in
the Credit Agreement.  Notwithstanding
the foregoing, in the event that there is a material change in the Company’s
business strategy as it relates to capital expenditures or debt structure, the
Committee shall have the authority to modify the Applicable Performance
Conditions, in good faith and in consultation with management, in order to
reflect such change.  The determination
of Company’s earned distributable cash per Share for each Performance Period
will be made by the Committee in good faith, and, absent manifest error, such
determination shall be binding on the Employee.


 


(d)                               Distribution of
Shares.  The Shares subject to a
vested RSU shall be transferred to the Employee on the fifth (5th) business day
following the applicable vesting date of the RSU.


 


(e)                                Dividend Equivalents.  The Employee shall not be entitled to receive
dividends on, or vote, any Shares in respect of an RSU prior to the transfer of
the Shares to the Employee after a vesting date as set forth in Section 2(d) above.  Notwithstanding the foregoing, if the amount
of earned distributable cash per Share for a Performance Period exceeds the
targeted amount (as set forth in Appendix A hereto) for a subsequent Performance
Period, dividend equivalent payments will be made with respect to the portion
of the RSU subject to vesting immediately following, and as a result of the
performance in, such subsequent Performance Period (the “Dividend Shares”).  The dividend equivalent payments will be
equal to the amount of the dividends actually paid during such subsequent
Performance Period on a number of Shares equal to the Dividend Shares, and such
dividend equivalent payments will be made at the time such dividends are paid
on the Shares.


 


(f)                                  Accelerated
Vesting.


 


(i)           Notwithstanding any provision of this
Agreement to the contrary, the Time Vested RSUs and the Performance Vested RSUs
will immediately vest in full, and Shares subject to the RSUs will be transferred
to the Employee, on the date of a Change in Control.


 


(ii)        Notwithstanding any provision of this Agreement
to the contrary, if the Employee has a written employment agreement with the
Company providing for severance payments in the event of a termination by the
Company without cause and/or termination by the Employee for good reason, in
the event the Employee’s employment terminates and severance benefits are
payable under the employment agreement, the Employee’s Time Vested RSUs will


 


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vest, and Shares subject to such vested Time Vested RSUs will be transferred
to the Employee, at the time of such termination of employment to the extent
such Time Vested RSUs would have vested if the Employee’s employment had
continued through the end of the severance period provided for in his or her
employment agreement.


 


(g)                               Termination of
Service; Forfeiture of Unvested Shares. 
Except as otherwise provided in Section 2(f)(ii) above, in the
event of Termination of Service of the Employee prior to the date the RSUs
otherwise become vested, the unvested portion of the RSUs shall immediately be
forfeited by the Employee and become the property of the Company.


 


(h)                               No Transfer.  The
Employee shall have no right to transfer, pledge, hypothecate or otherwise
encumber the RSUs.


 


(i)                                   No Right to
Continued Employment.  This award of
RSUs shall not confer upon the Employee any right with respect to continuance
of employment by the Company nor shall it interfere with the right of the
Company to terminate the Employee’s employment at any time.


 


(j)                                   Antidilution
Adjustments.  In the event that the
Committee shall determine that any dividend in Shares, recapitalization, Share
split, reserve split, reorganization, merger, consolidation, spin-off,
combination, repurchase, or share exchange, or other similar corporate
transaction or event, affects the Shares such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights of the Employee under
this Agreement, then the Committee shall make such equitable changes or
adjustments as it deems appropriate, and, in such manner as it may deem
equitable, adjust the number in kind of shares, other securities or other
consideration issued or issuable in respect of the outstanding RSUs.


 


3.                                       Transfer
of Shares.  The Shares delivered
hereunder, or any interest therein, may be sold, assigned, pledged,
hypothecated, encumbered, or transferred or disposed of in any other manner, in
whole or in part, only in compliance with the terms, conditions and
restrictions as set forth in the governing instruments of the Company,
applicable federal and state securities laws or any other applicable laws or
regulations and the terms and conditions hereof.


 


4.                                       Withholding.  Prior to the transfer of Shares hereunder,
the Employee shall pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state, local or foreign taxes of
any kind required by law to be withheld at such time with respect to the RSUs
and the Company shall, to the extent permitted or required by law, have the
right to deduct from any payment of any kind otherwise due to the Employee,
federal, state, local and foreign taxes of any kind required by law to be
withheld at such time.  If permitted by
the Committee, the Employee may elect to have the Company withhold Shares to
pay any applicable withholding taxes resulting from the RSUs, in accordance
with any rules or regulations of the Committee then in effect.


 


5.                                       References.  References
herein to rights and obligations of the Employee shall apply, where
appropriate, to the Employee’s legal representative or estate without regard to


 


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whether specific reference to such legal
representative or estate is contained in a particular provision of this
Agreement.


 


6.                                       Notices.  Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or by
courier, or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the party concerned at the address
indicated below or to such changed address as such party may subsequently by
similar process give notice of:


 


If to the Company:


 


Reddy Ice Holdings, Inc.

8750 North Central Expressway

Suite 1800

Dallas, TX  75231

Attn.:  Steve Janusek


 


If to the Employee:


 


At the Employee’s most recent address shown
on the Company’s corporate records, or at any other address which the Employee
may specify in a notice delivered to the Company in the manner set forth
herein.


 


7.                                       Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of New York, without giving effect to principles of
conflict of laws.


 


8.                                       Section 409A.  It is intended that this Agreement and the
RSUs will comply with Section 409A of the Code (and any regulations and
guidelines issued thereunder) to the extent the Agreement and RSUs are subject
thereto, and the Agreement and RSUs shall be interpreted on a basis consistent
with such intent.  If an amendment of the
Agreement is necessary in order for it and the RSUs to comply with Section 409A,
the Committee may so amend the Agreement. 
Any such amendment shall be made with a view toward preserving the
original intent of the parties, to the extent reasonably possible.


 


9.                                       Counterparts.  This
Agreement may be executed in two counterparts, each of which shall constitute
one and the same instrument.


 


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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.


 


	
   

  	
  REDDY ICE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Employee

  



 


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APPENDIX A