exv10w19






Exhibit 10.19




Cooper US, Inc.




Restricted Stock Agreement



This
Agreement is made as of the ___ day of
                    , 20___ between Cooper US, Inc., a Delaware
Corporation, having its principal place of business in Houston, Texas (the “Company”) and                     
an Executive of the Company (“Executive”). All capitalized terms used in this Agreement are as
defined in the Cooper Industries Stock Incentive Plan (the “Plan”), unless otherwise defined in
this Agreement.




     1. Restricted Stock Award. Pursuant to Section VIII of the Plan, the Company hereby
grants to the Executive, as of the date hereof,
                     restricted stock units (“Restricted Stock
Units”), subject to the restrictions set forth in this Agreement (“Restricted Stock Award”). Upon
termination of the restrictions related thereto, each Restricted Stock Unit shall be converted into
one Class A Common Share of Cooper Industries, Ltd., par value $.01 per share (“Common Shares”).



     2. Vesting of Restricted Stock Award. Except as provided in Paragraphs 4(b) and 6 of
this Agreement, the Restricted Stock Units shall vest in accordance with the following schedule,
provided the Executive is actively employed by the Company on the dates the restrictions lapse:



	 	 	 
	Date Restrictions Lapse	 	Common Shares to be Issued
	 
	 	 
	Total Restricted Stock Award
	 	 






     On the date restrictions lapse, the Company shall cause its parent, Cooper Industries, Ltd. to
issue a stock certificate or book entry shares in the Executive’s name for the designated number of
Common Shares less any Common Shares used to satisfy tax withholding obligations pursuant to
Paragraph 5.



 









 






     3. Dividends and Dividend Equivalents. Subject to the terms and conditions
established by the Board of Directors of Cooper Industries, Ltd. for payment of dividends on Common
Shares, upon distribution of the Restricted Stock units following the lapse of applicable
restrictions, the Company shall pay to the Executive in cash an amount equal to the aggregate
amount of cash dividends the Executive would have received had the Executive been the owner of
record of all such Restricted Stock Units from the date of this Agreement to the date of
distribution.



     4. Restrictions and Limitations. The Executive hereby accepts the Restricted Stock
Award and agrees to the following restrictions on such Restricted Stock Award.



     (a) Forfeiture. Except as provided in (b) below, if the Executive’s active employment
with the Company terminates for any reason, Restricted Stock Units not yet vested pursuant to
Paragraph 2 on the effective date of the Executive’s termination shall be forfeited by the
Executive.



     (b) Termination Upon Death or Disability. In the event of the Executive’s death or
permanent and total disability as determined under Cooper’s Group Long-Term Disability Benefit
Plan, all Restricted Stock Units not yet vested pursuant to Paragraph 2 on the date of Executive’s
death or disability shall immediately vest and all restrictions on such Units shall terminate. The
Company shall cause Cooper Industries, Ltd. to issue Common Shares in the Executive’s name for any
such Restricted Stock Units and such Common Shares shall be issued to the Executive as soon as
practicable after the date of Executive’s separation from service (as defined in Section 409A of
the Internal Revenue Code) following his death or permanent or total disability.



     (c) Limitations on Transferability. The Executive shall not sell, exchange, transfer,
pledge, hypothecate or otherwise dispose of the Restricted Stock Units prior to the lapse of
restrictions in accordance with Paragraph 2 of this Agreement.



     5. Tax. Upon the issuance of Common Shares to the Executive for Restricted Stock
Units under this Agreement, the Executive shall pay the Company any taxes required to be withheld
by reason of the receipt of compensation resulting from the issuance of such Common



 









 




Shares. In lieu thereof, the Company shall have the right to retain, or the Executive may direct
the Company to retain, a sufficient number of Common Shares to satisfy the Company’s withholding
obligations, provided the value of the Common Shares used to satisfy the withholding obligations
does not exceed the minimum required tax withholding for the transaction. The value of any Common
Shares used to satisfy the tax withholding requirement shall be determined by the closing price of
the Common Shares on the New York Stock Exchange on the date the restrictions lapse (or if shares
are not traded on the Exchange on such date, then on the immediately preceding trading date).




     6. Change in Control. In the event of a Change in Control, all remaining restrictions
on Restricted Stock Units shall immediately lapse and payment or distribution of the Restricted
Stock Units shall be governed by the terms of the Plan.



     7. Consideration. The parties agree that the consideration for any issuance of Common
Shares for Restricted Stock Units hereunder shall be past services by the Executive having a value
not less than the par value of such Common Shares.



     8. Plan Incorporated. The Executive acknowledges receipt of a copy of the Plan, which
is incorporated by reference into this Agreement. The Executive agrees that this Restricted Stock
Award shall be subject to all of the terms and provisions of the Plan.



     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under the Executive.



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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and the Executive has executed this Agreement, all as of the date first
above written.



	 	 	 	 	 
	 

	 	COOPER US, INC.	 	 
	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	John W. Sparrow	 	 
	 

	 	Vice President, Compensation & Benefits	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	(Name)	 	 
	 

	 	(Title)	 	 







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