Exhibit 10.7


 


CF INDUSTRIES HOLDINGS, INC.

2009 EQUITY AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT


 


Name of Grantee:  [Name]


 


Restricted Stock:  [# of Shares]


 


Grant Date:  [Date]


 


Vesting Date: [Vesting
Terms]


 


Capitalized terms used but
not otherwise defined herein shall have the meaning ascribed to such terms as
defined in the CF Industries Holdings, Inc. 2009 Equity and Incentive Plan
(the “Plan”).  Please review this Award
Agreement and promptly return a signed copy to Wendy Jablow Spertus in order to
render the grant effective.


 


	
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1.             You have been granted the shares of Restricted Stock
shown above pursuant to the Plan and subject to the terms and conditions of the
Plan and this Award Agreement.


 


2              From the Grant Date until the Vesting Date, you may not
sell, assign, transfer, donate, pledge or otherwise dispose of the Restricted
Stock (except by will or the laws of descent and distribution) unless the
shares of Restricted Stock shall have vested prior to the Vesting Date as
described herein.


 


3.             Each certificate representing Restricted Stock shall
bear the following legend:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN AN AGREEMENT
BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE
COMPANY.


 


You shall be entitled to
have such legend removed from such certificate when the restrictions referred
to in Section 2 with respect to the Restricted Stock have lapsed.  Prior to the vesting of the Restricted Stock,
the Company may retain physical possession of the share certificates for the
shares of Restricted Stock.


 


4.             Transfer restrictions on, and the risk of forfeiture
with respect to, the Restricted Stock shall lapse on the Vesting Date, subject
to earlier lapse upon a Change in Control as provided for in Section 7(b) of
the Plan or as otherwise provided herein.


 


5.             If your employment with the Company and its Subsidiaries
shall terminate for any reason other than due to your death or Disability (as
defined below) prior to the date the restrictions on your Restricted Stock
shall have lapsed, the Restricted Stock shall be forfeited.  In the event of termination of your
employment due to your death or Disability, the restrictions and forfeiture
conditions applicable to the Restricted Stock shall lapse as of 


 

















 


such termination, and the
Restricted Stock shall be deemed fully vested in accordance with the terms of
the Plan.


 


For purposes of this Award
Agreement, “Disability” shall have the meaning ascribed to such term in your
individual employment, severance or other agreement with the Company or, if you
are not party to such an agreement, “Disability” shall mean your inability
because of ill health, physical or mental disability, to perform your duties
for a period of 180 days in any twelve month period.


 


For the avoidance of doubt
and solely for purposes of this Award Agreement, if you enter into an agreement
with the Company to transition directly from an employment relationship into a
consulting relationship, you shall not, unless otherwise determined by the
Committee,  be deemed to have terminated
employment upon such transition from an employment relationship into a
consulting relationship.  In the event of
such a transition, the Restricted Stock shall continue to be eligible to vest
in accordance with its terms, as if no termination had occurred, for so long as
such consulting relationship remains in effect. 
The continued existence of the consulting relationship shall be
determined by the Committee or its delegate and the continued vesting of the
Restricted Stock shall not be construed for any other purpose to mean you
remain employed with the Company following such transition.


 


Neither the grant of the
Restricted Stock, this Award Agreement nor any other action taken pursuant to
this Award Agreement shall constitute or be evidence of any agreement or
understanding, express or implied, that you have a right to continue to provide
services as an officer, director, employee or consultant of the Company for any
period of time or at any specific rate of compensation.


 


6.             During the restricted period, you
shall have the right to vote Restricted Stock and to receive any dividends or
distributions paid on such stock, provided, however, that such dividends shall
be governed by the provisions of Section 6(b)(iii) (D) of the
Plan.


 


7.             The Company or a Subsidiary shall
withhold all applicable taxes or other amounts required by law from all amounts
paid or delivered in respect of the Restricted Stock. You may satisfy the withholding
obligation by paying the amount of any taxes in cash or shares may be withheld
from the shares of Restricted Stock to satisfy the obligation in full or in
part. The amount of the tax withholding and, if applicable, the number of
shares to be withheld shall be determined by the Committee or its delegate with
reference to the Fair Market Value of the shares when the withholding is
required to be made.


 


8.             The Plan is incorporated herein by reference.  The Plan and this Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of you
and the Company with respect to the subject matter hereof, and may not be
modified except by means of a writing signed by you and the Company.  If there is a conflict between the terms and
conditions of the Plan and the terms and conditions of this Award Agreement,
the terms and conditions of the Plan shall govern. This Award Agreement is
governed by the internal substantive laws, but not the choice of law rules, of
the State of Delaware.


 


By your signature and the
signature of the Company’s representative below, you and the Company agree this
Award is granted under and governed by the terms and conditions of the Plan,
the terms of which are incorporated herein, and this Award Agreement.  You have reviewed the Plan and this Award
Agreement in their entirety, have had an opportunity to obtain the advice of
counsel prior to executing this Award Agreement and fully understand 


 

















 


all provisions of the Plan
and Award Agreement.  You hereby agree to
accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan and Award Agreement.  You further agree to notify the Company upon
any change in your residential address shown below.


 


 


	
  GRANTEE

  	
   

  	
  CF
  INDUSTRIES HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  By:
  Wendy Jablow Spertus

  
	
  [Address]

  [City], [State]
  [ZIP]

  	
   

  	
  Title:
  Vice President, Human Resources