EX-10.53





Exhibit 10.53



ITT CORPORATION

NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARD




SUBSEQUENT ELECTION FORM



 




If you desire to elect a later time of payment of Restricted Stock Units (“RSUs”) and related
dividend equivalents that you previously deferred, you should complete this form and return to:



Attention: Vivian Houchens, The Newport Group, 3957 Westerre Parkway, Suite 401, Richmond, VA
23233. Please retain a duplicate copy for your records.




	 	 	 	 	 	 	 
	 
	SECTION 1 — DIRECTOR INFORMATION	 	 	 	 
	 
	 	 	 	 	 	 
	 
	Last Name

	 	First Name
	 	MI
	 	Social Security Number
	 
	 	 	 	 	 	 
	 
	Mailing Address

	 	 	 	 	 	Daytime Telephone
	 
	 	 	 	 	 	 
	 




This Subsequent Election Form is used to establish a later in-service distribution date for
previously deferred RSUs and related dividend equivalents. This Subsequent Election Form will
relate only to the deferred RSUs and related dividend equivalents you specify below. This
Subsequent Election Form may only be used with respect to deferred RSUs and related dividend
equivalents that you previously elected to receive upon a specified date or, if earlier, your
separation from service. It may not be used with respect to previously deferred RSUs and related
dividend equivalents that you previously elected to receive upon separation from service.




 

SECTION 2 — CHANGE OF DISTRIBUTION DATE



This Subsequent Election Form relates to: (select one and provide date and, if applicable, identify
RSU grants)





	 	o 	 	ALL deferred RSUs and related dividend equivalents that I previously elected to receive upon
the earlier of (i) the date I separate from service as a Director for any reason or (ii)
                    , 20      (insert the date you previously selected).*
	 
	 	o 	 	ONLY THE FOLLOWING deferred RSUs: (identify RSU grant or grants by year, e.g., 2009 RSU
Grant)
                                                                                                                                                                                                             and related dividend equivalents, which I previously
elected to receive upon the earlier of (i) the date I separate from service as a Director
for any reason or (ii)                     , 20      (insert the date you previously selected).*







 




			
	*	 	If you would like to change the in-service distribution date for additional previously deferred
RSUs and related dividend equivalents, please complete an additional Subsequent Election Form.




I hereby elect to have the previously deferred RSUs and related dividend equivalents that are
identified above settled/paid on the upon the earlier of (i) the date I separate from service as a
Director for any reason or (ii)                          , 20     ,** rather than the date specified in my
prior election forms.






 




			
	**	 	The date you select must be at least 5 years later than the date you previously selected as the
payment date, and this Subsequent Election Form must be delivered to The Newport Group at least
twelve (12) months before the currently scheduled distribution date (the “Election Deadline”).




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SECTION 3 — ACKNOWLEDGEMENT AND AUTHORIZATION



I understand and agree to the following:





	 	1)	 	To be effective, this Subsequent Election Form must be delivered to The Newport
Group at least 12 months before the date distribution is currently scheduled to be made
 — the “Election Deadline”.
	 
	 	2)	 	I may revoke this Subsequent Election Form and/or file another Subsequent
Election Form that will supersede this Subsequent Election Form at any time prior to
the Election Deadline.
	 
	 	3)	 	Once the Election Deadline occurs, any further changes I wish to make to the
time of distribution of the amounts subject to this election will be subject to the
conditions in Section 409A of the Code relating to subsequent elections. These
conditions require that any such future subsequent elections (i) be made not less than
12 months before the distribution date then in effect and not take effect until at
least 12 months after the date on which the subsequent election is made and (ii)
provide for an additional deferral of not less than 5 years from the distribution date
then in effect.
	 
	 	4)	 	I understand that the RSUs subject to this Subsequent Election Form will be
settled (and dividend equivalents will be paid) on the date or event specified above or
as soon as practicable thereafter, but in all events will be settled and paid (i) if
the settlement and payment date is separation from service, not later than 90 days
after the date of separation from service or (ii) if the settlement and payment date is
the specified date, not later than the last day of the calendar year in which the
specified date occurs. I understand that in the event of my death prior to settlement
of the RSUs or payment of any related dividend equivalents, the RSUs will be settled
and any dividend equivalents will be paid to my designated beneficiary or, if no such
designated beneficiary exists, to my estate.
	 
	 	5)	 	I understand that, notwithstanding anything to contrary in this Subsequent
Election Form, to the extent permitted by Section 409A of the Code and any treasury
regulations or other applicable guidance promulgated with respect thereto, the issuance
or delivery of any shares pursuant to this Subsequent Election Form may be delayed if
the Company reasonably anticipates that the issuance or delivery of the Shares will
violate Federal securities laws or other applicable law; provided that delivery or
issuance of the shares shall be made at the earliest date at which the Company
reasonably anticipates that such delivery or issuance will not cause a violation.




I have read and understand this Subsequent Election Form and hereby authorize the Company to take
all actions indicated on this form.




	 	 	 	 	 	 
	 

Date

	 	 
	 	 

Non-Employee Director’s Signature
	 	 
	 
	 	 	 	 	 	 
	 





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