Exhibit 10.9


 


ALDERWOODS
GROUP, INC.


 


RESTRICTED
STOCK UNITS AGREEMENT


(2005
Equity Incentive Plan)


 


WHEREAS,                                     
(the “Grantee”) is an employee of Alderwoods Group, Inc., a Delaware
corporation (the “Company”) or a Subsidiary; and


 


WHEREAS, the execution of
an agreement in the form hereof (this “Agreement”) has been authorized by a
resolution of the Compensation Committee (the “Committee”) of the Board of
Directors of the Company, pursuant to the Company’s 2005 Equity Incentive Plan
(the “Plan”), as of                                     
(the “Date of Grant”);


 


NOW, THEREFORE, the
Company hereby grants to the Grantee                                 
Restricted Stock Units (as defined in the Plan) (the “Restricted Stock Units”),
effective as of the Date of Grant, subject to the terms and conditions of the
Plan and the following additional terms, conditions, limitations and
restrictions.


 


ARTICLE I


 


DEFINITIONS


 


All terms used herein
with initial capital letters and not otherwise defined herein that are defined
in the Plan shall have the meanings assigned to them in the Plan.


 


ARTICLE II


 


CERTAIN
TERMS OF THE RESTRICTED STOCK UNITS


 


1.                                       Grant
of Restricted Stock Units.  The
Restricted Stock Units covered by this Agreement are granted to the Grantee
effective on the Date of Grant and are subject to and granted upon the terms,
conditions and restrictions set forth in this Agreement and in the Plan.  The Restricted Stock Units shall become vested
in accordance with Section 3 hereof. 
Each Restricted Stock Unit shall represent one hypothetical Common Share
and shall at all times be equal in value to one Common Share.  The Restricted Stock Units will be credited
to the Grantee in an account established for the Grantee until payment in accordance
with Section 4 hereof.


 


2.                                       Restrictions
on Transfer of Restricted Stock Units. 
Neither the Restricted Stock Units granted hereby nor any interest
therein or in the Common Shares related thereto shall be transferable prior to
payment other than by will or pursuant to the laws of descent and distribution
(or to a designated beneficiary in the event of the Grantee’s death).


 





















 


3.                                       Vesting
of Restricted Stock Units.


 


(a)                                  All
or a portion of the Restricted Stock Units shall become vested if, during the
Performance Period, the Stock Price has reached one of the targeted Stock
Prices, as set forth in the chart below (each, a “Vesting Date”); provided,
however, that for the Restricted Stock Units to vest, the Grantee must
have remained continuously employed by the Company or any Subsidiary from the
Date of Grant through the applicable Vesting Date.  Any Restricted Stock Units not vested will be
forfeited and this Agreement will terminate, except as provided in Section 3(e) below,
if the Grantee ceases to be continuously employed by the Company prior to the
end of the Performance Period or if the targeted Stock Prices have not been met
during the Performance Period.


 


(b)                                 A
percentage of the total Restricted Stock Units specified herein shall become
vested, depending on the achievement of increases in the Company’s Stock Price
during the Performance Period, as set forth in the table below:


 


	
  Targeted
  Stock Price

  	
   

  	
  Percentage
  of 

  Restricted Stock 

  Units Vesting

  	
   

  	
  Cumulative
  

  Percentage 

  Vested

  	
   

  
	
  $

  	
  17.00

  	
   

  	
  70.0

  	
  %

  	
  70.0

  	
  %

  
	
  $

  	
  17.50

  	
   

  	
  15.0

  	
  %

  	
  85.0

  	
  %

  
	
  $

  	
  18.00

  	
   

  	
  15.0

  	
  %

  	
  100

  	
  %

  



 


(c)                                  For
purposes of this Section 3:


 


(i)            “Performance
Period” shall mean the period commencing on the third anniversary of the Date
of Grant and ending on the tenth anniversary of the Date of Grant.


 


(ii)           “Stock
Price” means the Company’s closing sale price per Common Share, as reported on
the NASDAQ National Market System (or such other principal exchange on which
the common shares of AGI are then trading).


 


(d)           The
Committee (or a delegate of the Committee) shall determine whether a targeted
Stock Price has been met during the Performance Period.  The Committee (or its delegate) shall also
determine the number of Restricted Stock Units that have vested in accordance
with this Agreement.


 


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(e)           Notwithstanding
the provisions of Sections 3(a) and 3(b), all of the Restricted Stock
Units shall immediately become vested (each, a “Vesting Event”) if (i) the
Grantee dies or becomes permanently disabled while in the employ of the Company
or a Subsidiary during the Performance Period or (ii) a Change in Control
occurs during the Performance Period while the Grantee is employed by the
Company or a Subsidiary.


 


4.                                       Issuance
of the Common Shares.


 


(a)                                  Unless
payment of the Common Shares is deferred under a deferral program adopted by
the Company, the Company will issue to the Grantee the Common Shares underlying
the vested Restricted Stock Units as soon as practicable following the
determination that a targeted Stock Price has been met (but in all events within 2-1⁄2 months of the applicable Vesting
Date) or, if earlier, as soon as practicable following the occurrence of
a Vesting Event.  Notwithstanding the
foregoing, if any of the Restricted Stock Units vest on a date when trading in
the Company’s Common Shares is subject to a “blackout period” or any other
restriction on trading under the Company’s trading policy, the issuance to the
Grantee of the Common Shares underlying the vested Restricted Stock Units will
be deferred until the end of such “blackout period” or other restriction on
trading, provided that in all cases the Common Shares underlying the vested
Restricted Stock Units will be issued to the Grantee within 2-1⁄2 months of
the end of the year in which they vested.


 


(b)                                 Except
to the extent determined by the Committee and permitted by the Plan, no Common
Shares may be issued to the Grantee in respect of the Restricted Stock Units at
a time earlier than otherwise expressly provided in this Agreement.


 


(c)                                  The
Company’s obligations to the Grantee with respect to the Restricted Stock Units
will be satisfied in full upon the issuance of shares of Common Shares
corresponding to such Restricted Stock Units.


 


5.                                       Dividend,
Voting and Other Rights.


 


(a)                                  The
Grantee shall have no rights of ownership in the Restricted Stock Units and
shall have no right to dividends and no right to vote Restricted Stock Units
until the date on which the Common Shares underlying the Restricted Stock Units
are transferred to the Grantee pursuant to Section 4 above.


 


(b)                                 The
obligations of the Company under this Agreement will be merely that of an
unfunded and unsecured promise of the Company to deliver Common Shares in the
future, and the rights of the Grantee will be no greater than that of an
unsecured general creditor.  No assets of
the Company will be held or set aside as security for the obligations of the
Company under this Agreement.


 


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ARTICLE III


 


GENERAL
PROVISIONS


 


6.                                       Adjustments.  The number of Common Shares issuable pursuant
to the Restricted Stock Units is subject to adjustment as provided in Section 7
of the Plan.


 


7.                                       Compliance
with Law.  The Company shall make
reasonable efforts to comply with all applicable federal, state and provincial
securities laws; provided, however, that, notwithstanding any
other provision of this Agreement, the Company shall not be obligated to issue
any Common Shares pursuant to this Agreement if the issuance thereof would
result in a violation of any such law.


 


8.                                       Compliance
with Section 409A of the Code. 
To the extent applicable, it is intended that this Agreement and the
Plan comply with the provisions of Section 409A of the Code.  This Agreement and the Plan shall be
administered in a manner consistent with this intent, and any provision that
would cause the Agreement or the Plan to fail to satisfy Section 409A of
the Code shall have no force and effect until amended to comply with Section 409A
of the Code (which amendment may be retroactive to the extent permitted by Section 409A
of the Code and may be made by the Company without the consent of the
Grantee).  In particular, to the extent
the Grantee’s right to receive payment becomes vested pursuant to Section 3(e) and
the Vesting Event is an event that does not constitute a permitted distribution
event under Section 409A(a)(2) of the Code, then notwithstanding
anything to the contrary in Section 4 above, issuance of the Common Shares
will be made, to the extent necessary to comply with Section 409A of the
Code, to the Grantee on the earlier of (a) the Grantee’s “separation from
service” with the Company (determined in accordance with Section 409A); provided,
however, that if the Grantee is a “specified employee” (within the
meaning of Section 409A), the Grantee’s date of issuance of the Common
Shares shall be the date that is six months after the date of the Grantee’s
separation of service with the Company; (b) the date the payment would
otherwise occur under Section 4(a); or (c) the Grantee’s death.  Reference to Section 409A of the Code
will also include any proposed, temporary or final regulations, or any other
guidance, promulgated with respect to such Section by the U.S. Department
of the Treasury or the Internal Revenue Service.


 


9.                                       Withholding
Taxes.  To
the extent that the Company or a Subsidiary is required to withhold any
federal, state, local or foreign taxes in connection with the Restricted Stock
Units or the issuance of Common Shares pursuant to this Agreement, and the
amounts available to the Company or a Subsidiary for such withholding are
insufficient, it shall be a condition to the issuance of such Common Shares
that the Grantee shall pay such taxes or make arrangements that are
satisfactory to the Company or such Subsidiary for the payment thereof.


 


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10.                                 Continuous
Employment.  For purposes of this
Agreement, the continuous employment of the Grantee with the Company or a
Subsidiary shall not be deemed to have been interrupted, and the Grantee shall
not be deemed to have ceased to be an employee of the Company or Subsidiary, by
reason of (i) the transfer of his employment among the Company and its
Subsidiaries or (ii) a leave of absence approved by the Company.


 


11.                                 Right
to Terminate Employment.  No
provision of this Agreement shall limit in any way whatsoever any right that
the Company or a Subsidiary may otherwise have to terminate the employment of
the Grantee at any time.  Nothing herein
shall be deemed to create a contract or a right to employment with respect to
the Grantee.


 


12.                                 Relation
to Other Benefits.  Any economic or
other benefit to the Grantee under this Agreement or the Plan shall not be
taken into account in determining any benefits to which the Grantee may be
entitled under any profit-sharing, retirement, or other benefit or compensation
plan maintained by the Company or a Subsidiary and shall not affect the amount
of any life insurance coverage available to any beneficiary under any life
insurance plan covering employees of the Company or a Subsidiary.


 


13.                                 Amendments.  Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the amendment is
applicable hereto; provided, however, that no amendment shall
adversely affect the rights of the Grantee under this Agreement without the
Grantee’s consent.


 


14.                                 Severability.  In the event that one or more of the
provisions of this Agreement shall be invalidated for any reason by a court of
competent jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.


 


15.                                 Relation
to Plan.  This Agreement is subject
to the terms and conditions of the Plan. 
In the event of any inconsistency between the provisions of this
Agreement and the Plan, the Plan shall govern. 
The Committee acting pursuant to the Plan, as constituted from time to
time, shall, except as expressly provided otherwise herein, have the right to
determine any questions which arise in connection with the grant of the
Restricted Stock Units.


 


16.                                 Governing
Law.  This Agreement is made under,
and shall be construed in accordance with, the internal substantive laws of the
State of Delaware.


 


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This Agreement is
executed by the Company as of the           
day of                            .


 


	
   

  	
  ALDERWOODS GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ellen
  Neeman

  	
   

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Legal & 

  	
   

  
	
   

  	
   

  	
  Compliance,
  Corporate Secretary

  	
   

  
					



 


The undersigned hereby
acknowledges receipt of an executed original of this Restricted Stock Units
Agreement, together with a copy of the Plan and accepts the award of Restricted
Stock Units granted hereunder on the terms and conditions set forth herein and
in the Plan.


 


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Grantee

  



 


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