EX-10.02









Exhibit 10.02




ITT CORPORATION

2003 EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




THIS AGREEMENT (the “Agreement”), effective as of the           day of                      , 20XX, by and between ITT
Corporation (the “Company”) and [name] (the “Grantee”), WITNESSETH:



WHEREAS, the Grantee is now employed by the Company or an Affiliate (as defined in the Company’s
2003 Equity Incentive Plan, as amended and restated as of March 1, 2008 (the “Plan”)) as an
employee, and in recognition of the Grantee’s valued services, the Company, through the
Compensation and Personnel Committee of its Board of Directors (the “Committee”), desires to
provide an opportunity for the Grantee to acquire or enlarge stock ownership in the Company,
pursuant to the provisions of the Plan.



NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement and the
provisions of the Plan, a copy of which is attached hereto and incorporated herein as part of this
Agreement, and any administrative rules and regulations related to the Plan as may be adopted by
the Committee, the parties hereto hereby agree as follows:




	1.	 	Grant of Restricted Stock. In accordance with, and subject to, the terms and
conditions of the Plan and this Agreement, the Company hereby confirms the grant on                      ,
20XX (the “Grant Date”) to the Grantee of XXXX shares of Restricted Stock.
	 
	2.	 	Terms and Conditions. It is understood and agreed that the shares of Restricted
Stock are subject to the following terms and conditions:






	 	(a)	 	Restrictions. Except as otherwise provided in the Plan and this Agreement,
the Grantee may not sell, assign, pledge, exchange, transfer, hypothecate or encumber
any shares of Restricted Stock subject to this Award until the Period of Restriction
set forth in subsection 2(c) below shall lapse.
	 
	 	(b)	 	Custody, Dividends and Voting Rights.






	 	(i)	 	As soon as practicable following the grant of Restricted
Stock, the shares of Restricted Stock shall be registered in the Grantee’s name
in certificate or book-entry form. If a certificate is issued, it shall bear
an appropriate legend referring to the restrictions and it shall be held by the
Company, or its agent, on behalf of the Grantee until the Period of Restriction
has lapsed or otherwise been satisfied. If the shares are registered in
book-entry form, the restrictions shall be placed on the book-entry
registration.
	 
	 	(ii)	 	Except for the transfer restrictions, and subject to such other
restrictions, if any, as determined by the Committee, the Grantee shall have
all other rights of a holder of shares, including the right to receive
dividends paid (whether in cash or property) with respect to the Restricted
Stock and the right to vote (or to execute proxies for voting) such shares.
Unless the Committee determines otherwise, if all or a part of the dividend in
respect of the Restricted Stock is paid in shares or any other security issued
by the Company, such shares or other securities shall be held by the Company
subject to the same restrictions as the Restricted Stock in respect of which
the dividend is paid.




 









 












	 	(c)	 	Lapse of Period of Restriction. Subject to subsection 2(d) below, the Period
of Restriction shall lapse, and shares of Restricted Stock shall vest and become free
of the forfeiture and transfer restrictions contained in this Agreement on                      ,
20XX, provided the Grantee has been actively and continuously employed by the Company
or an Affiliate on a full-time basis from the Grant Date through the end of the Period
of Restriction. Upon lapse of the Period of Restriction, the Company will make
arrangements for the form in which the released shares will be issued to the Grantee.






To the extent not earlier vested pursuant to this subsection (c), the Period of
Restriction shall lapse and shares of Restricted Stock shall vest in full upon an
Acceleration Event (as defined in the Plan).




	 	(d)	 	Effect of Termination of Employment. Except as otherwise provided below, if
the Grantee’s employment with the Company and its Affiliates is terminated for any
reason, any shares subject to the Period of Restriction at the time of such termination
event shall be immediately forfeited.






	 	(i)	 	Termination due to Death or Disability. If the
Grantee’s termination of employment is due to death, or Disability (as defined
below), the shares of Restricted Stock shall immediately become 100% vested and
the Period of Restriction shall lapse as of such termination date.
	 
	 	(ii)	 	Termination due to Retirement or Termination by the Company
for Other than Cause. If the Grantee’s termination of employment is due to
Retirement (as defined below) or if the Grantee’s employment is terminated by
the Company (or an Affiliate, as the case may be) for other than cause (as
determined by the Committee), a prorated portion of the shares of Restricted
Stock shall immediately vest as of such termination date (see “Prorated Vesting
Upon Retirement or Termination by the Company for Other than Cause” below).
For purposes of this subsection 2(d)(ii), the Grantee shall be considered
employed during any period in which the Grantee is receiving severance in the
form of salary continuation, and the date of the termination of the Grantee’s
employment shall be the last day of any such severance period.






Retirement. For purposes of this Agreement, the term “Retirement” shall mean the
termination of the Grantee’s employment if, at the time of such termination, the
Grantee is eligible to commence receipt of retirement benefits under a traditional
formula defined benefit pension plan maintained by the Company or an Affiliate (or
would be eligible to receive such benefits if he or she were a participant in such
traditional formula defined benefit pension plan).




Disability. For purposes of this Agreement, the term “Disability” shall mean the
complete and permanent inability of the Grantee to perform all of his or her duties
under the terms of his or her employment, as determined by the Committee upon the
basis of such evidence, including independent medical reports and data, as the
Committee deems appropriate or necessary.




Prorated Vesting Upon Retirement or Termination by the Company for Other than Cause.
The prorated portion of any unvested shares of Restricted Stock that vest upon
termination of the Grantee’s employment due to Retirement or by the Company for
other than cause shall be determined by multiplying the total number of unvested
shares of Restricted Stock at the time of termination of


Filed RS
Agreement 2009





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the Grantee’s employment by
a fraction, the numerator of which is the number of
full months the Grantee has been continually employed since the Grant Date and the
denominator of which is 36. For this purpose, full months of employment shall be
based on monthly anniversaries of the Grant Date, not calendar months.




	 	(f)	 	Tax Withholding. In accordance with Article 14 of the Plan, the Company may
make such provisions and take such actions as it may deem necessary for the
withholding of all applicable taxes on shares of Restricted Stock awarded pursuant to
this Agreement. Unless the Committee determines otherwise, the minimum statutory tax
withholding required upon vesting of such shares of Restricted Stock shall be
satisfied by withholding (or requiring the Grantee to surrender) from the shares of
Restricted Stock that vest a number of shares having an aggregate Fair Market Value
equal to the minimum statutory tax required to be withheld. If such withholding would
result in a fractional share being withheld (or surrendered), the number of shares so
withheld (or surrendered) shall be rounded down to the nearest whole share, with any
remaining tax withholding obligation being satisfied in such manner as may be
determined by the Company in its sole discretion; provided, however, that, the Grantee
may elect to satisfy such tax withholding requirements by timely remittance of such
amount by cash or check or such other method that is acceptable to the Company, rather
than by withholding (or surrender) of shares, provided such election is made in
accordance with such conditions and restrictions as the Company may establish.
	 
	 	(g)	 	Grantee Bound by Plan and Rules. The Grantee hereby acknowledges receipt of a
copy of the Plan and this Agreement and agrees to be bound by the terms and provisions
thereof. The Grantee agrees to be bound by any rules and regulations for
administering the Plan as may be adopted by the Committee prior to the lapse of
restrictions on the shares of Restricted Stock subject to this Agreement. Terms used
herein and not otherwise defined shall be as defined in the Plan.
	 
	 	(h)	 	Governing Law. This Agreement is issued, and the shares of Restricted Stock
evidenced hereby are granted, in White Plains, New York, and shall be governed and
construed in accordance with the laws of the State of New York, excluding any conflicts
or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.





IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Chairman,
President and Chief Executive Officer, or a Vice President, as of the             day of                      , 20XX.



			
	 	 	 
	Agreed to:
	 	ITT Corporation                              






                                                            

Grantee



			
	 	 	 
	Dated:                                         
	 	Dated:                      , 20XX               






Enclosures



Filed RS Agreement
2009





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