Lexmark International, Inc., 2Q Form 10-Q, Exhibit 10.2


    Exhibit
      10.2

    


    


    


    RESTRICTED
      STOCK UNIT AWARD AGREEMENT

    


    pursuant
      to

    


    LEXMARK
      INTERNATIONAL, INC.

    STOCK
      INCENTIVE PLAN

    


    


    This
      RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement") between Lexmark
      International, Inc., a Delaware corporation (the "Company"), and the person
      specified on the signature page hereof (the "Grantee") is entered into as of
      [Date] (the "Grant Date") pursuant to the Lexmark International, Inc. Stock
      Incentive Plan, as the same may be amended from time to time (the "Plan").
      Capitalized terms used and not defined herein shall have the meanings assigned
      to such terms in the Plan.

    


    WHEREAS,
      the Committee has determined that it would be to the advantage and in the
      interest of the Company to grant the restricted stock unit award provided for
      herein to the Grantee as an inducement to the Grantee to remain in the service
      of the Company and the Subsidiaries and as an incentive to the Grantee to devote
      his or her best efforts and dedication to the performance of such services
      and
      to maximize shareholder value; and

    


    WHEREAS,
      the Grantee desires to accept from the Company the grant of the restricted
      stock
      units evidenced hereby on the terms and subject to the conditions
      herein.

    


    NOW,
      THEREFORE, in consideration of the premises and subject to the terms and
      conditions set forth herein and in the Plan, the parties hereto hereby covenant
      and agree as follows:

    


    
      	 	
              1.

            	
              Restricted
                Stock Unit Award.

            


    

    


    (a)  
      Restricted
      Stock Unit Award.
      The
      Company hereby grants to the Grantee, effective as of the date hereof and on
      the
      terms and conditions herein, the number of restricted stock units set forth
      on
      the signature page hereof, each representing the Grantee's right to receive
      one
      share of Common Stock at the time or times provided for in Section 3 hereof,
      subject to the terms and conditions described herein (the "Restricted Stock
      Units" or "Units"). 


    
      
         

        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (b)  
      Stock
      Incentive Plan.
      This
      Agreement is subject in all respects to the terms of the Plan, all of which
      terms are made a part of and incorporated in this Agreement by reference. In
      the
      event of any conflict between the terms of this Agreement and the terms of
      the
      Plan, the terms of the Plan shall control. The Grantee hereby acknowledges
      that
      copies of the Plan may be obtained from the Vice President of Human Resources
      and agrees to comply with and be bound by all of the terms and conditions
      thereof. 

    


    (c)  
      Establishment
      of Account.
      No
      shares of Common Stock will be issued on the date of grant of the Restricted
      Stock Units and the Company shall not be required to set aside a fund for the
      payment of any such Units. The Company will establish a separate account for
      the
      Grantee and will record in such account the number of Restricted Stock Units
      awarded to the Grantee and, to the extent applicable, the Dividend Equivalents
      provided for in Section 3(b) hereof.

    


    
      	(d)  	
              Forfeiture.
                In accepting this grant of Restricted Stock Units, the Grantee
                acknowledges that the Restricted Stock Units have been granted as
                an
                incentive to the Grantee to remain employed by the Company or any
                Subsidiary and to exert his or her best efforts to enhance the value
                of
                the Company or any Subsidiary over the long-term. Accordingly, the
                Grantee
                agrees that if he or she (i) within 12 months following termination
                of
                employment with the Company or any Subsidiary, accepts employment
                with a
                competitor of the Company or any Subsidiary or otherwise engages
                in
                competition with the Company or any Subsidiary, (ii) within 36 months
                following termination of employment with the Company or any Subsidiary,
                directly or indirectly, disrupts, damages, interferes or otherwise
                acts
                against the interests of the Company or any Subsidiary, including,
                but not
                limited to, recruiting, soliciting or employing, or encouraging or
                assisting his or her new employer or any other person or entity to
                recruit, solicit or employ, any employee of the Company or any Subsidiary
                without the Company’s prior written consent, which may be withheld in its
                sole discretion, (iii) within 36 months following termination of
                employment with the Company, or any Subsidiary, disparages, criticizes,
                or
                otherwise makes any derogatory statements regarding the Company or
                any
                Subsidiary or their directors, officers or employees, or (iv) discloses
                or
                otherwise misuses confidential information or material of the Company
                or
                any Subsidiary, each of these constituting a harmful action, then
                any
                unvested portion of this grant of Restricted Stock Units shall be
                canceled
                immediately (unless canceled earlier by operation of another term
                of this
                Agreement) and the Grantee shall immediately repay to the Company
                an
                amount equal to the value of the Restricted Stock Units (represented
                by
                the closing market price on the applicable Vesting Dates (as defined
                below) multiplied by the number of Restricted Stock Units vested
                on such
                Vesting Dates, without regard to any subsequent market price decrease
                or
                increase) realized by Grantee from 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    the
      vesting of any Restricted Stock Units within 18 months preceding the earlier
      of
      (w) the commitment of any such harmful action and (x) the Grantee's termination
      of employment with the Company and its Subsidiaries; and through the later
      of
      (y) 18 months following the commitment of any such harmful action and (z) such
      period as it takes the Company to discover such harmful action. The Grantee
      agrees that the Company or any of its Subsidiaries has the right to deduct
      from
      any amounts the Company or any of its Subsidiaries may owe the Grantee from
      time
      to time (including amounts owed to the Grantee as wages or other compensation,
      fringe benefits or vacation pay, as well as any other amounts owed to the
      Grantee by the Company or any of its Subsidiaries), the amounts the Grantee
      owes
      the Company or any of its Subsidiaries. The Committee shall have the right,
      in
      its sole discretion, not to enforce the provisions of this paragraph with
      respect to the Grantee.


     

    Grantee
      agrees to be fully liable for any breach of this above described covenant,
      promise and agreement. Grantee agrees to reimburse the Company for all costs
      and
      expenses, including attorneys’ fees, incurred by the Company in enforcing the
      obligations of Grantee. This entire provision shall survive the termination
      of
      the Agreement and, in no manner, shall the remedies described herein be
      considered as the Company’s exclusive or entire remedy for Grantee’s breach,
      non-compliance or violation of any other agreement that Grantee may have entered
      into with the Company.

    


    


    2.    
      Vesting
      of Restricted Stock Units.

    


    
      	   
              (a)    	
              Vesting.
                The Restricted Stock Units will become vested in [number of installments]
                installments (each a "Vesting Date"), as
                follows:

            


    

    


            [Vesting
      Schedule]

     

        subject
      in the case of each such installment to the Grantee's continuous employment
      with
      the Company or a Subsidiary from the date hereof to the
      applicable Vesting

       
      Date. 

    


    (b)  
      Acceleration.
      The
      Committee may, in its discretion, accelerate the vesting of all or any portion
      of the Restricted Stock Units or waive any conditions to the vesting
      of 
      such
      Restricted Stock Units.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (c)   
      Termination
      of Employment.
      In the
      event of the Grantee's termination of employment with the Company and its
      Subsidiaries for any reason, the Grantee shall

          
        immediately forfeit all rights with respect to any Restricted Stock Units
      (and Dividend Equivalents) which have not yet vested in accordance with the
      provisions of

          
        Section 2(a) of this Agreement.

    


    
      	 	
               3.
                

            	
              Payment
                of Restricted Stock Unit Award.

            


    

    


    (a)  
      Payment.
      On, or
      as soon as reasonably practicable after, a Vesting Date, subject to Section
      4
      hereof, the Company shall direct its stock transfer agent to make (or to cause
      to be made) an appropriate book entry in the Company's stock transfer books
      and
      records reflecting the transfer to the Grantee, and the Grantee's ownership,
      of
      one share of Common Stock for each Restricted Stock Unit that shall have become
      vested on such Vesting Date. Upon the Grantee's request, subject to Section
      4
      hereof, the Company shall deliver to the Grantee a stock certificate registered
      in the Grantee's name and representing such number of shares of Common Stock
      free and clear of all restrictions except any that may be imposed by law. No
      payment will be required to be made by the Grantee upon the delivery of such
      shares of Common Stock, except as otherwise provided in Section 4 of the
      Agreement.

     

    (b)  
      Dividend Equivalents.
      Unless
      otherwise determined by the Committee, during the period prior to a Vesting
      Date, the Company will credit to the account of the Grantee an amount equal
      to
      any dividends paid by the Company with respect to the number of shares of Common
      Stock corresponding to the number of Restricted Stock Units ("Dividend
      Equivalents"). Dividend Equivalents in respect of Restricted Stock Units that
      shall have become vested on the applicable Vesting Date shall be payable to
      the
      Grantee on such Vesting Date.

     

       
      (c)    Restrictions
      on Sale upon Public Offering.
      The
      Grantee hereby agrees that, notwithstanding the vesting of the Restricted Stock
      Units pursuant to Section 2(a) of  

     this 
      Agreement or the transfer of the shares of Common Stock covered thereby to
      the
      Grantee pursuant to Section 3(a) hereof, the Grantee will not effect any
      public

    sale
      or
      distribution of any of such shares of Common Stock during the 20 day period
      prior to and the 180 days following the effective date of any
      registration 

    statement
      hereinafter filed by the Company under the Securities Act of 1933, as amended,
      with respect to any underwritten public offering of any shares of
      the

     Company's
      capital stock (other than as part of such underwritten public
      offering).

    


    
      	 	
              4.

            	
              Tax
                Withholding.
                The delivery of any directions to the Company's stock transfer agent
                or
                any certificates for shares of Common Stock pursuant to Section 3
                shall
                not be made unless and until the Grantee, or, if applicable, the
                Grantee's
                beneficiary or estate, has made appropriate arrangements for the
                

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    payment
      to the Company of an amount sufficient to satisfy any applicable U.S. federal,
      state and local and non-U.S. tax withholding or other tax requirements, as
      determined by the Company. To satisfy the Grantee's applicable withholding
      and
      other tax requirements, the Company may, in its sole discretion, (i) withhold
      a
      number of shares of Common Stock having an aggregate Fair Market Value on the
      Vesting Date equal to the applicable amount of such withholding and other tax
      requirements or (ii) require the Grantee to sell a number of shares of Common
      Stock having at least a value sufficient to meet the applicable amount of such
      withholding and other tax requirements to account for rounding and market
      fluctuations, subject to any rules adopted by the Committee or required to
      ensure compliance with applicable law, including, but not limited to, Section
      16
      of the Securities Exchange Act of 1934, as amended. Shares required to be sold
      to satisfy the Grantee’s applicable withholding and other tax requirements may
      be sold as part of a block trade with the Grantee receiving an average price.
      Any cash payment made pursuant to Section 3 shall be made net of any amounts
      required to be withheld or paid with respect thereto (and with respect to any
      shares of Common Stock delivered contemporaneously therewith) under any
      applicable U.S. federal, state and local and non-U.S. tax withholding and other
      tax requirements. 

     

    
      	 	
              5.

            	
              Transferability.
                Unless otherwise provided in accordance with the provisions of the
                Plan,
                the Restricted Stock Units may not be sold, transferred, pledged,
                assigned
                or otherwise alienated or hypothecated by the Grantee, other than
                by will
                or the laws of descent and distribution. The term "Grantee" as used
                in
                this Agreement shall include any permitted transferee of the restricted
                stock units.

            


    

    


    
      	 	
              6.

            	
              Adjustment
                in Capitalization.

            


    

    


    (a)   
      The aggregate number of shares of Common Stock covered by the Restricted Stock
      Units granted hereunder shall be proportionately adjusted to reflect, as deemed
      

           
       equitable and appropriate by the Committee, an Adjustment
      Event.

    


    (b)  
      Any shares of stock (whether Common Stock, shares of stock into which shares
      of
      Common Stock are converted or for which shares of Common Stock are exchanged
      or
      shares of stock distributed with respect to Common Stock) or cash or other
      property received or credited to the account of the Grantee with respect to
      the
      Restricted Stock Units as a result of any Adjustment Event, any distribution
      of
      property or any merger, consolidation, reorganization, liquidation, dissolution
      or other similar transaction shall, except as otherwise provided by the
      Committee, be subject to the same terms and conditions, including restrictions
      on transfer, as are applicable to the Restricted Stock Units with respect to
      which such shares, cash or other property is received or so credited and


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

            
      stock certificate(s), if any, representing or evidencing any shares of stock
      or
      other property so received shall be legended as appropriate.

    


    
      	 	
              7.

            	
              Preemption
                by Applicable Laws and Regulations.
                Notwithstanding anything in the Plan or this Agreement to the contrary,
                the issuance of shares of Common Stock hereunder shall be subject
                to
                compliance with all applicable U.S. federal, state and non-U.S. securities
                laws. Without limiting the foregoing, if any law, regulation or
                requirement of any governmental authority having jurisdiction shall
                require either the Company or the Grantee (or the Grantee's beneficiary
                or
                estate) to take any action in connection with the issuance of any
                shares
                of Common Stock hereunder, the issuance of such shares shall be deferred
                until such action shall have been taken to the satisfaction of the
                Company.

            


    

    


    
      	 	
              8.

            	
              Interpretation;
                Construction.
                All of the powers and authority conferred upon the Committee pursuant
                to
                any term of the Plan or the Agreement shall be exercised by the Committee,
                in its sole discretion. All determinations, interpretations or other
                actions made or taken by the Committee pursuant to the provisions
                of the
                Plan or the Agreement shall be final, binding and conclusive for
                all
                purposes and upon all persons and, in the event of any judicial review
                thereof, shall be overturned only if arbitrary and capricious. The
                Committee may consult with legal counsel, who may be counsel to the
                Company or any Subsidiary, and shall not incur any liability for
                any
                action taken in good faith in reliance upon the advice of
                counsel.

            


    

    


    
      	 	
              9.

            	
              Amendment.
                The Committee shall have the right, in its sole discretion, to alter
                or
                amend this Agreement, from time to time, as provided in the Plan
                in any
                manner for the purpose of promoting the objectives of the Plan, provided
                that no such amendment shall impair the Grantee's rights under this
                Agreement without the Grantee's consent. Subject to the preceding
                sentence, any alteration or amendment of this Agreement by the Committee
                shall, upon adoption thereof by the Committee, become and be binding
                and
                conclusive on all persons affected thereby without requirement for
                consent
                or other action with respect thereto by any such person. The Company
                shall
                give written notice to the Grantee of any such alteration or amendment
                of
                this Agreement as promptly as practicable after the adoption thereof.
                This
                Agreement may also be amended by a writing signed by both the Company
                and
                the Grantee.

            


    

    


    
      	 	
              10.

            	
              No
                Rights as a Stockholder.
                The Grantee shall have no rights as a stockholder with respect to
                the
                Restricted Stock Units prior to the date as of which the shares of
                Common
                Stock covered thereby are transferred to the Grantee in accordance
                with
                Section 3(a) hereof. 

            


    

    


    11.  
      No
      Guarantee of Employment or Future Incentive Awards.
      Nothing
      in the Plan or this Agreement shall be deemed to:

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (a)   
      interfere
      with or limit in any way the right of the Company or any Subsidiary to terminate
      Grantee’s employment at any time and for any reason, with or without
      cause;

     

    (b)   
      confer
      upon Grantee any right to continue in the employ of the Company or any
      Subsidiary; and

     

    (c)   
      provide
      Grantee the right to receive any Incentive Awards under the Plan in the future
      or any other benefits the Company may provide to some or all of its

            
      employees.

    


    
      	 	
              12.

            	
              Miscellaneous.

            


    

    


    (a)   
      Notices.
      All
      notices and other communications required or permitted to be given under this
      Agreement shall be in writing and shall be deemed to have been given if
      delivered personally or sent by certified or express mail, return receipt
      requested, postage prepaid, or by any recognized international equivalent of
      such delivery, to the Company or the Grantee, as the case may be, at the
      following addresses or to such other address as the Company or the Grantee,
      as
      the case may be, shall specify by notice to the others delivered in accordance
      with this Section 12(a):

    


    
      	 	
              (i)

            	
              if
                to the Company, to it at:

            


    

    


    
      	 	 	
              One
                Lexmark Centre Drive

            


    

    
      	 	 	
              740
                West New Circle Road

            


    

    
      	 	 	
              Lexington,
                KY 40550

            


    

    
      	 	 	
              Attention:
                Secretary

            


    

    


    
      	 	
              (ii)

            	
              if
                to the Grantee, to the Grantee at the address set forth on the signature
                page hereof.

            


    

    


    All
      such
      notices and communications shall be deemed to have been received on the date
      of
      delivery or on the third business day after the mailing thereof. 

    


    (b)  
      Binding
      Effect; Benefits.
      This
      Agreement shall be binding upon and inure to the benefit of the parties to
      this
      Agreement and their respective successors and assigns. Nothing in this
      Agreement, express or implied, is intended or shall be construed to give any
      person other than the parties to this Agreement or their respective successors
      or assigns any legal or equitable right, remedy or claim under or in respect
      of
      any agreement or any provision contained herein.

     

    (c)
         Waiver.
      Any
      party hereto may by written notice to the other party (i)
      extend
      the time for the performance of any of the obligations or
      other

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

            
      

      actions
        of the other party under this Agreement, (ii)
        waive
        compliance with any of the conditions or covenants of the other party contained
        in this Agreement and (iii)
        waive
        or modify performance of any of the obligations of the other party under
        this
        Agreement. Except as provided in the preceding sentence, no action taken
        pursuant to this Agreement, including, without limitation, any investigation
        by
        or on behalf of any party, shall be deemed to constitute a waiver by the
        party
        taking such action of compliance with any representations, warranties, covenants
        or agreements contained herein. The waiver by any party hereto of a breach
        of
        any provision of this Agreement shall not operate or be construed as a waiver
        of
        any preceding or succeeding breach and no failure by a party to exercise
        any
        right or privilege hereunder shall be deemed a waiver of such party's rights
        or
        privileges hereunder or shall be deemed a waiver of such party's rights to
        exercise the same at any subsequent time or times hereunder.

    

    


    (d)  
      Assignability.
      Neither
      this Agreement nor any right, remedy, obligation or liability arising hereunder
      or by reason hereof shall be assignable by the Company or the Grantee without
      the prior written consent of the other party.

    


    (e)  
      Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, regardless of the law that might be applied under principles
      of conflict of laws and excluding any conflict or choice of law rule or
      principle that may otherwise refer construction or interpretation of the Plan
      or
      this Agreement to the substantive law of another jurisdiction.

    


    (f)   
      Jurisdiction.
      The
      Grantee hereby irrevocably and unconditionally submits to the jurisdiction
      and
      venue of the state courts of the Commonwealth of Kentucky and of the United
      States District Court of the Eastern District of Kentucky located in Fayette
      County, Kentucky, and any appellate court from any thereof, in any action or
      proceeding arising out of or relating to this Agreement, or for recognition
      or
      enforcement of any judgment, and each of the parties hereby irrevocably agree
      that all claims in respect of any such action or proceeding may be heard and
      determined in such Kentucky state, or to the extent required by law, United
      States federal courts located in such jurisdiction. Each of the parties hereto
      agrees that a final judgment in any such action or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. The parties hereby irrevocably waive,
      to
      the fullest extent permitted by applicable law, any objection which they may
      now
      or hereafter have to the laying of venue of any such proceeding brought in
      such
      a court and any claim that any such proceeding brought in such a court has
      been
      brought in an inconvenient forum. Grantee further agrees that any action related
      to, or arising out of, this Agreement shall 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

       
          only be brought by Grantee exclusively in the federal
      and state courts located in Fayette County, Kentucky. Nothing in this Agreement
      shall affect any right that the

            
      Company may otherwise have to bring any action or proceeding relating to this
      Agreement in the courts of any jurisdiction.

    


    (g)   
      Severability.
      If any
      provision of this Agreement or the Plan shall be held invalid or unenforceable,
      such invalidity or unenforceability shall not affect any other 


     provisions
      of this Agreement or the Plan, and the Agreement and the Plan shall be construed
      and enforced as if such provision had not been included.

    


    (h)   
      Survival.
      Any
      provision of this Agreement which contemplates performance or observance
      subsequent to any termination or expiration of this Agreement shall 
survive any termination or expiration of this Agreement and continue in full
      force and effect.

    


    (i)    
      Internal
      Revenue Code Section 409A.
      The
      Company intends for this Agreement to comply with the provisions of Section
      409A
      of the Code and the guidance issued thereunder. Notwithstanding Section 9
      hereof, the Company intends to amend this Agreement, and hereby reserves the
      right to do so without the Grantee’s consent, in the future as required to
      conform to the provisions of Section 409A of the Code with respect to amounts
      subject to Section 409A of the Code.

    


     
      (j)      Section
      and Other Headings, Etc.
      The
      section and other headings contained in this Agreement are for reference
      purposes only and shall not affect the meaning or

    interpretation
      of this Agreement. In this Agreement all references to "dollars" or "$" are
      to
      United States dollars.

     

     (k)       Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original and all of which together shall

    constitute
      one and the same instrument.


    
      
         

        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as
      of
      the date first above written.

    


    LEXMARK
      INTERNATIONAL, INC.

    


    


    


    Name:
      Jeri I. Stromquist

    Title:
      Vice President of Human
      Resources

    


    


    


    GRANTEE:

    


    By:
      ______________________________

    (Sign
      Here)

    


    
      	 	
              Name:
                

            
	 	
              ID#:
                

            


    

    


    Address
      of the Grantee:

    


     

     

    ______________________________

    Beneficiary
      Name

    


    


    
      	 	
              Number
                of Restricted Stock Units: 

              Granted
                on 

            


    

    


     

    
 

    
10