exhibit10-8restrictedstock.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.8

    


    MATTHEWS
      INTERNATIONAL CORPORATION

    1992
      Stock Incentive Plan (as amended through April 25, 2006)

    Restricted
      Share Agreement For Employees

    


    


    MATTHEWS
      INTERNATIONAL CORPORATION, a Pennsylvania corporation (the
      "Corporation"), and __________________, an eligible employee of the Corporation
      or one of its Subsidiaries (the "Awardee"), for good and valuable consideration
      the receipt and adequacy of which are hereby acknowledged and intending to
      be
      legally bound hereby, agree as follows:

    


    1.           Stock
      Award.  The Corporation hereby confirms the award to the Awardee
      of ______ shares of Class A Common Stock, par value $1.00 per share, of the
      Corporation (the “Class A Common Stock”) under and subject to the terms and
      conditions of the Corporation’s 1992 Stock Incentive Plan (as amended through
      April 25, 2006) (the “Plan”) and this Agreement (the "Restricted
      Stock").  The Plan is incorporated by reference and made a part of
      this Agreement as though set forth in full herein.  Terms which are
      capitalized but not defined in this Agreement have the same meaning as in the
      Plan unless the context otherwise requires.  This Restricted Stock
      award shall be effective as of November 12, 2007 (the "Effective Date"),
      provided that this Agreement is executed by the Awardee and delivered to the
      Corporation.  As of the Effective Date, the Awardee shall be a
      shareholder of the Corporation with respect to the Restricted Stock and shall
      have all the rights of a shareholder with respect to the Restricted Stock,
      including the right to vote the Restricted Stock and to receive all dividends
      and other distributions paid with respect to the Restricted Stock, subject
      to
      the restrictions of the Plan and this Agreement.

    


    2.           Acceptance
      of Restricted Share Award.  The Awardee accepts the award
      of  the Restricted Stock confirmed hereby, subject to the restrictions
      of the Plan and this Agreement.

    


    3.           Performance-Based
      Restrictions.  The restrictions set forth in this Section 3 shall
      apply with respect to _____________ (_____) shares of the Restricted Stock
      (the
“Performance Restricted Stock”).

    


    A.  General.  If
      (i) the Awardee remains continuously employed with the Corporation and its
      Subsidiaries until the date(s) described in the following table (the
“Performance Vesting Date(s)”), (ii) the shares of Performance Restricted Stock
      set forth in the table with respect to each respective Performance Vesting
      Date
      have not been previously forfeited to the Corporation pursuant to Section 5,
      and
      (iii) the restrictions imposed under this Agreement on such shares have not
      previously lapsed pursuant to Section 6, the restrictions imposed on the
      following respective numbers of shares of the Performance Restricted Stock
      shall
      lapse (except for the restriction set forth in Section 5 for the period set
      forth in Section 5), such shares shall become vested, and the Corporation shall
      instruct its transfer agent that such shares are no longer to be designated
      as
      restricted on the transfer agent’s book-entry records of the owners of the Class
      A Common Stock, as of the following respective date(s):

    


    
      	
              Performance
                Vesting Dates

            	 	
              Number
                of Shares of Performance Restricted Stock on Which the Restrictions
                Shall
                Lapse

              and
                Which Shall Vest

            
	
               

              (a)The
                first date, if any, prior to November 12, 2012 on which the fair
                market
                value per share of the Class A Common Stock has equaled or exceeded
                $48.09
                for a period of ten (10) consecutive trading days;

            	 	
              [Insert
                1/3 of the number of shares of the Performance Restricted
                Stock]

            
	 	 	 
	
              (b)The
                first date, if any, prior to November 12, 2012 on which the fair
                market
                value per share of the Class A Common Stock has equaled or exceeded
                $54.65
                for a period of ten (10) consecutive trading days; and

            	 	
              [Insert
                1/3 of the number of shares of the Performance Restricted
                Stock]

            
	 	 	 
	
              (c)The
                first date, if any, prior to November 12, 2012 on which the fair
                market
                value per share of the Class A Common Stock has equaled or exceeded
                $61.21
                for a period of ten (10) consecutive trading days.

            	 	
              [Insert
                1/3 of the number of shares of the Performance Restricted
                Stock]

            


    

    


    If
      any
      event described in Section 8 of the Plan occurs, the Committee shall make such
      adjustments to the amounts set forth in (a) – (c) above as it deems appropriate
      and equitable to prevent the dilution or enlargement of the rights of the
      Awardee under this Agreement.

    


    The
      fair
      market value per share of the Class A Common Stock for purposes of this
      Agreement shall be determined under Section 5(H) of the Plan, and such fair
      market value per share of the Class A Common Stock on the Effective Date is
      $43.715.  If the Awardee’s employment with the Corporation and its
      Subsidiaries terminates prior to a Performance Vesting Date for any reason
      other
      than as a result of the Awardee’s death or permanent disability (as defined in
      Section 3.B.), voluntary termination of the Awardee’s employment with the
      consent of the Corporation (with such a voluntary termination by the Awardee
      requiring the written consent of the Committee or, in the case of an awardee
      other than the Chief Executive Officer of the Corporation, such Chief Executive
      Officer) (a “Voluntary Termination With Consent”), or the Awardee’s retirement
      under any retirement plan of the Corporation or one of its Subsidiaries, and
      the
      employment and stock performance restrictions with respect to such Performance
      Vesting Date have not previously lapsed pursuant to Section 6, the shares of
      the
      Performance Restricted Stock set forth in the table above in this Section 3.A.
      with respect to such Performance Vesting Date which have not been previously
      forfeited to the Corporation pursuant to Section 5 shall, upon such termination
      of employment and without any further action, be forfeited to the Corporation
      by
      the Awardee and cease to be issued and outstanding shares of the Class A Common
      Stock of the Corporation.  Any shares of the Performance Restricted
      Stock (i) which have not been previously forfeited to the Corporation pursuant
      to Section 5 or the immediately preceding sentence, (ii) for which the
      employment and stock performance restrictions have not previously lapsed
      pursuant to Section 6, and (iii) which have not vested prior to November 12,
      2012 pursuant to the foregoing table shall, on November 12, 2012 and without
      any
      further action, be forfeited to the Corporation by the Awardee and cease to
      be
      issued and outstanding shares of the Class A Common Stock of the
      Corporation.

    


    B.           Certain
      Terminations of Employment.  If the Awardee’s employment with the
      Corporation and its Subsidiaries terminates as a result of the Awardee’s death
      or permanent disability (within the meaning of Section 22(e)(3) of the Internal
      Revenue Code of 1986 as amended  (the “Code”) or any successor
      section), a Voluntary Termination With Consent, or the Awardee’s retirement
      under any retirement plan of the Corporation or one of its Subsidiaries, and
      the
      employment and stock performance restrictions have not previously lapsed with
      respect to shares of the Performance Restricted Stock pursuant to Sections
      3.A.
      or 6, such shares of the Performance Restricted Stock which have not been
      previously forfeited to the Corporation pursuant to Section 5 or the last
      sentence of Section 3.A. shall continue to be eligible for vesting under the
      stock performance conditions set forth in Section 3.A.(a), (b) and (c) and
      shall
      become vested pursuant to the table set forth in Section 3.A., if (and at the
      time) the Performance Vesting Dates described in Section 3.A.(a), (b) and (c),
      respectively, occur within two years after the date of termination of employment
      of the Awardee.  Sections 5 and 6 and the last sentence of Section
      3.A. shall continue to apply to shares of Performance Restricted Stock during
      such two-year period or, in the case of Section 6 and the last sentence of
      Section 3.A, if earlier, until such shares of Performance Restricted Stock
      become vested pursuant to the table set forth in Section 3.A.  The
      Corporation shall instruct its transfer agent to no longer designate as
      restricted on the transfer agent’s book-entry records of the owners of the Class
      A Common Stock any shares of the Performance Restricted Stock which become
      vested pursuant to this Section 3.B, provided that Section 5 shall continue
      to
      apply to such shares to the extent set forth in Section 5 for the period set
      forth in Section 5.  Any such shares of the Performance Restricted
      Stock on which the employment and stock performance restrictions under Section
      3
      of this Agreement have not previously lapsed, which have not been previously
      forfeited, and which have not become vested as of the close of business on
      the
      two-year anniversary of the date of termination of employment of the Awardee
      shall, without any further action, be forfeited to the Corporation by the
      Awardee at such time and cease to be issued and outstanding shares of the Class
      A Common Stock of the Corporation.

    


    4.           Time-Based Restrictions.  The
      restrictions set forth in this Section 4 shall apply to all of the shares of
      the
      Restricted Stock which are not Performance Restricted Stock (i.e., the
      remaining ____ (___) shares of Restricted Stock) (the “Time-Based Restricted
      Stock”).

    


    A.  General.  If,
      on or before November 12, 2010 (the “Vesting Date”), the Awardee’s employment
      with the Corporation and its Subsidiaries terminates for any reason other than
      as a result of (i) the Awardee’s death or permanent disability (as defined in
      Section 3.B.), (ii) a Voluntary Termination With Consent, or (iii) the Awardee’s
      retirement under any retirement plan of the Corporation or one of its
      subsidiaries, and this restriction has not previously lapsed pursuant to Section
      6, the shares of the Time-Based Restricted Stock which have not been previously
      forfeited to the Corporation shall, upon such termination of employment and
      without any further action, be forfeited to the Corporation by the Awardee
      and
      cease to be issued and outstanding shares of the Class A Common Stock of the
      Corporation.  If (i) the Awardee remains an employee of the
      Corporation and its Subsidiaries until the Vesting Date, (ii) the shares of
      the
      Time-Based Restricted Stock have not been previously forfeited to the
      Corporation pursuant to Section 5, and (iii) the employment restriction
      described in the first sentence of this Section 4.A. (the “Section 4.A.
      Restriction”) has not previously lapsed pursuant to Section 6, the Section 4.A.
      Restriction on the Time-Based Restricted Stock shall lapse, such shares shall
      become vested, and the Corporation shall instruct its transfer agent that such
      shares are no longer to be designated as restricted on the transfer agent’s
      book-entry records of the owners of the Class A Common Stock, provided that
      Section 5 shall continue to apply to such shares to the extent set forth in
      Section 5 for the period set forth in Section 5.

    


    B.  Certain
      Terminations of Employment.  If the Awardee terminates employment
      with the Corporation and its Subsidiaries due to any of the reasons set forth
      in
      Section 4.A. (i)-(iii), upon such termination the Section 4.A. Restriction
      on
      the shares of the Time-Based Restricted Stock which have not been previously
      forfeited to the Corporation pursuant to Section 5 and on which the Section
      4.A.
      Restriction has not previously lapsed pursuant to Section 6, shall lapse, such
      shares shall become vested, and the Corporation shall instruct its transfer
      agent that such shares are no longer to be designated as restricted on the
      transfer agent’s book-entry records of the owners of the Class A Common Stock,
      provided that Section 5 shall continue to apply to such shares to the extent
      set
      forth in Section 5 for the period set forth in Section 5.

    


    5.           Non-Competition/Non-Solicitation/Non-Disparagement.  If
      the Awardee (i) engages in the operation or management of a business (whether
      as
      owner, partner, officer, director, employee or otherwise and whether during
      or
      after termination of employment) which is in competition with the Corporation
      or
      any of its Subsidiaries, (ii) induces or attempts to induce any customer,
      supplier, licensee or other individual, corporation or other business
      organization having a business relationship with the Corporation or any of
      its
      Subsidiaries to cease doing business with the Corporation or any of its
      Subsidiaries or in any way interferes with the relationship between any such
      customer, supplier, licensee or other person and the Corporation or any of
      its
      Subsidiaries, (iii) solicits any employee of the Corporation or any of its
      Subsidiaries to leave the employment thereof or in any way interferes with
      the
      relationship of such employee with the Corporation or any of its Subsidiaries,
      or (iv) makes any statements or comments, orally or in writing, of a defamatory
      or disparaging nature regarding the Corporation or any of its Subsidiaries
      (including but not limited to regarding any of their respective businesses,
      officers, directors, personnel, products or policies), the Committee may (a)
      cause all shares of the Restricted Stock remaining subject to the employment
      and
      stock performance restrictions imposed by this Agreement to be immediately
      forfeited to the Corporation and the Awardee shall have no further rights with
      respect to such shares and/or (b) require the Awardee to promptly return and
      transfer, and thereby forfeit, ownership to the Corporation of all or a portion
      (at the discretion of the Committee) of the number of shares of the Restricted
      Stock which were issued or transferred by the Corporation to the Awardee within
      the three (3) years immediately preceding any such activity by the Awardee
      (or,
      at the discretion of the Committee, to pay to the Corporation in cash an amount
      equal to the fair market value of such number of shares of the Class A Common
      Stock as of the date of the determination by the Committee under this Section
      5), provided, however, that this Section 5 shall not apply if a Section 9 Event
      occurs prior to any such activity by the Awardee.  Whether the Awardee
      has engaged in any of the activities referred to in the immediately preceding
      sentence shall be determined, in its discretion, by the Committee, and any
      such
      determination by the Committee shall be final and binding.

    


    6.           Section
      9 Event.  If (i) a Section 9 Event occurs, (ii) the employment and
      stock performance restrictions (if any) imposed by this Agreement on the shares
      of the Restricted Stock have not previously lapsed, and (iii) such shares of
      the
      Restricted Stock have not been previously forfeited to the Corporation, the
      employment and stock performance restrictions (if any) and the restrictions
      set
      forth in Section 5 imposed by this Agreement on such shares of the Restricted
      Stock remaining subject to such restrictions shall lapse upon the occurrence
      of
      such Section 9 Event, such shares shall become vested, and the Corporation
      shall
      instruct its transfer agent that such shares are no longer to be designated
      as
      restricted on the transfer agent’s book-entry records of the owners of the Class
      A Common Stock.

    


    7.           Transfers.  Except
      for transfers to a trust that is revocable by the Awardee alone as permitted
      by
      Section 6 of the Plan and subject to the conditions set forth therein, the
      Awardee shall not sell, exchange, assign, alienate, pledge, hypothecate,
      encumber, charge, give, transfer or otherwise dispose of, either voluntarily
      or
      by operation of law, any shares of the Restricted Stock or any rights or
      interests appertaining thereto, prior to the lapse of the employment and stock
      performance restrictions (if any) imposed by this Agreement as to such shares,
      except that the shares of the Restricted Stock may be transferred by the Awardee
      by Will or, if the Awardee dies intestate, by the laws of descent and
      distribution of the state of domicile of the Awardee at the time of
      death.  Subsequent to the lapse of the employment and stock
      performance restrictions imposed by this Agreement as to shares of the
      Restricted Stock, Awardee agrees that such shares of the Restricted Stock cannot
      be offered, sold, pledged or otherwise disposed of, and the Awardee will not
      offer, sell, pledge or otherwise dispose of such shares of the Restricted Stock,
      except pursuant to (i) an effective registration statement under the Securities
      Act of 1933, as amended (the “1933 Act”) and qualification under applicable
      state and foreign securities laws, or (ii) in accordance with Rule 144 under
      the
      1933 Act.

    


    8.           Book-Entry
      Share Records.  As of the Effective Date, the shares of the
      Registered Stock shall be issued in book-entry form in the name of the Awardee
      until any forfeiture of the shares of the Restricted Stock to the
      Corporation.  As of the Effective Date, the Corporation shall instruct
      its transfer agent that the shares of the Restricted Stock (a) are to be
      recorded as owned by the Awardee and designated as restricted on the transfer
      agent’s book-entry records of the owners of the Class A Common Stock, and (b)
      may not be transferred from the name of the Awardee until the earlier of (i)
      when the Corporation instructs its transfer agent in writing pursuant to this
      Agreement to record the shares as owned by the Corporation (rather than by
      the
      Awardee) or (ii) when requested in writing by the Awardee (or the Awardee’s
      personal representative) after the Corporation has instructed its transfer
      agent
      in writing  that such shares are no longer to be designated as
      restricted on the transfer agent’s book-entry records.  If the
      employment and stock performance restrictions (if any) imposed by this Agreement
      lapse with respect to such shares, the Corporation shall instruct its transfer
      agent that such shares are no longer to be designated as restricted on the
      transfer agent’s book-entry records of the owners of the Class A Common
      Stock.  If such shares are forfeited to the Corporation by the Awardee
      under this Agreement, the Corporation shall instruct its transfer agent that
      such shares are no longer to be recorded as owned by the Awardee but rather
      shall be recorded as owned by the Corporation.  The Awardee hereby
      acknowledges that the transfer agent may take such action based solely on
      instructions from the Corporation and shall hold the transfer agent harmless
      from any liability for such action.

    


    9.           Section
      83(b) Election/Foreign Taxes.  If the Awardee is subject to
      taxation in the United States of America (the “United States”) the Awardee
      acknowledges that an election under Section 83(b) of the Code, may be available
      to the Awardee for Federal income tax purposes and that such election,
      if desired, must be made within thirty (30) days of the Effective
      Date.  The Awardee acknowledges that whether to make such
      election (or any similar election in a country other than the United States)
      is
      the responsibility of the Awardee, not the Corporation.  The Awardee
      may make the election as to any or all of both the Performance Restricted Shares
      and the Time-Based Restricted Shares.  The Awardee acknowledges that
      the Awardee and not the Corporation is responsible for all tax consequences,
      including but not limited to all non-United States tax consequences, and that
      the Awardee should consult the Awardee’s tax advisor with respect to any
      applicable election and all other tax aspects associated with this
      Agreement.

    


    10.           Withholding
      of Taxes.  If the Awardee is subject to taxation in the United
      States, the Awardee shall be advised by the Corporation or a Subsidiary as
      to
      the amount of any United States Federal income or employment taxes required
      to
      be withheld by the Corporation or such Subsidiary on the compensation income
      resulting from the award of the Restricted Stock.  The timing of the
      withholding will depend on whether the Awardee makes an election under Section
      83(b) of the Code.  State, local or foreign income or employment taxes
      may also be required to be withheld by the Corporation or a Subsidiary on any
      compensation income resulting from the award of the Restricted
      Stock.  The Awardee shall pay any taxes required to be withheld
      directly to the Corporation or any Subsidiary in cash upon receipt, provided,
      however, that taxes required to be withheld upon the vesting of the Restricted
      Stock (as opposed to upon the Awardee’s making of an election under Section
      83(b) of the Code), may be paid by one or more of the following methods, at
      the
      election of the Awardee:

    


    (a)
      in cash;

    


    (b)
      if in
      compliance with any applicable securities laws, by having the Corporation
      withhold from the shares of Restricted Stock which have then vested for the
      Awardee, a number of such shares with a fair market value on the date of vesting
      of the Restricted Stock equal to the amount of such taxes (rounded down to
      the
      next whole number of shares) and with payment in cash by the Awardee to the
      Corporation or a Subsidiary of the difference between the amount of such taxes
      and the fair market value of such whole number of shares on such date of
      vesting; or

    


    (c)
      if in
      compliance with any applicable securities laws, by delivery and transfer to
      the
      Corporation or a Subsidiary by the Awardee of a number of unencumbered shares
      of
      Class A Common Stock with a fair market value on the date of vesting of the
      Restricted Stock equal to the amount of such taxes (rounded down to the next
      whole number of shares) and with payment in cash by the Awardee to the
      Corporation or a Subsidiary of the difference between the amount of such taxes
      and the fair market value of such whole number of shares on such date of
      vesting.

    


    If
      the
      Awardee does not pay any taxes required to be withheld directly to the
      Corporation or one of its Subsidiaries in the manner provided in this Section
      10
      within ten days after any such request, the Corporation or any of its
      Subsidiaries may withhold such taxes from any other compensation to which the
      Awardee is entitled from the Corporation or any of its
      Subsidiaries.  The Awardee shall hold the Corporation and its
      Subsidiaries harmless in acting to satisfy the withholding obligation in this
      matter if it becomes necessary to do so.  Notwithstanding other
      provisions of this Agreement, the Corporation shall not be required to instruct
      its transfer agent that shares of the Restricted Stock are no longer to be
      designated as restricted on the transfer agent’s book-entry records of the
      owners of the Class A Common Stock until all taxes required to be withheld
      with
      respect to the Restricted Stock have been paid to the Corporation or a
      Subsidiary.

    


    11.           Effect
      of Agreement on Rights of Corporation and Awardee.  This Agreement
      does not confer any right on the Awardee to continue in the employ of the
      Corporation or any of its Subsidiaries or interfere in any way with the rights
      of the Corporation or any of its Subsidiaries to terminate the employment of
      the
      Awardee with the Corporation or any of its Subsidiaries at any
      time.

    


    12.           Binding
      Effect.  This Agreement shall be binding upon the successors and
      assigns of the Corporation and upon the legal representatives, estate, heirs
      and
      legatees of the Awardee.

    


    13.           Entire
      Agreement.  This Agreement constitutes the entire agreement
      between the Corporation and the Awardee and supersedes all prior agreements
      and
      understandings, oral or written, between the Corporation and the Awardee with
      respect to the subject matter of this Agreement.

    


    14.           Amendment.  This
      Agreement may be amended only by a written instrument signed by the Corporation
      and the Awardee.

    


    15.           Section
      Headings.  The section headings contained in this Agreement are
      for reference purposes only and shall not affect in any way the meaning or
      interpretation  of any of the provisions of this
      Agreement.

    


    16.           Governing
      Law.  This Agreement shall be governed by, and construed and
      enforced in accordance with, the laws of the Commonwealth of
      Pennsylvania.

    


    17.           Interpretation
      of Plan and Agreement; Dispute Resolution.  This Agreement is the
      restricted stock agreement referred to in Section 6 of the Plan.  If
      there is any conflict between the Plan and this Agreement, the provisions of
      the
      Plan shall control.  Any dispute or disagreement which shall arise
      under or in any way relate to the interpretation or construction of the Plan
      or
      this Agreement shall be resolved by the Committee and the decision of the
      Committee shall be final, binding and conclusive for all
      purposes.  The Awardee and the Corporation irrevocably submit to the
      exclusive and sole jurisdiction and venue of the state courts of Allegheny
      County, Pennsylvania and the federal courts of the Western District of
      Pennsylvania with respect to any and all disputes arising out of or relating
      to
      the Plan, this Agreement, and/or the Restricted Stock, and agree that (a) sole
      and exclusive appropriate venue for any such action shall be such Pennsylvania
      courts, and no other, (b) all claims with respect to any such action shall
      be
      heard and determined exclusively in such Pennsylvania courts, and no other,
      (c)
      such Pennsylvania courts shall have sole and exclusive jurisdiction over the
      Awardee and the Corporation and over the subject matter of any dispute relating
      hereto and (d) the Awardee and the Corporation waive any and all objections
      and
      defenses to bringing any such action before such Pennsylvania courts, including
      but not limited to those relating to lack of personal jurisdiction, improper
      venue or forum non conveniens.

    


    IN
      WITNESS WHEREOF, the Corporation and the Awardee have executed this Agreement
      as
      of this 12th
      day of November, 2007.

    


    


    MATTHEWS
      INTERNATIONAL CORPORATION

    


    


    


    By:____________________________________

          Chief
      Executive Officer

    


    


    WITNESS:                                                                           AWARDEE:

    


    


    


    _____________________________                                                                                          _______________________________________

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