Exhibit 10.2
Williams Scotsman International, Inc.
2005 OMNIBUS AWARD PLAN
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), is made, effective as of
the ____ day of _____________ (hereinafter the "Date of Grant"), between
Williams Scotsman International, Inc., a Delaware corporation, (the "Company"),
and __________ (the "Participant").
R E C I T A L S:
WHEREAS, the Company has adopted the Williams Scotsman International, Inc. 2005
Omnibus Award Plan (the "Plan"), pursuant to which awards of Restricted Stock
Units may be granted; and
WHEREAS, the Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its stockholders to grant to the
Participant an award of Restricted Stock Units as provided herein and subject to
the terms set forth herein.
NOW THEREFORE, for and in consideration of the premises and the covenants of the
parties contained in this Agreement, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto,
for themselves, their successors and assigns, hereby agree as follows:
1.
GRANT OF RESTRICTED STOCK UNITS.
THE COMPANY HEREBY GRANTS ON THE DATE
OF GRANT, TO THE PARTICIPANT A TOTAL OF _____ RESTRICTED STOCK UNITS ON THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND AS OTHERWISE PROVIDED IN
THE PLAN.
SUCH RESTRICTED STOCK UNITS SHALL BE CREDITED TO A SEPARATE ACCOUNT
MAINTAINED FOR THE PARTICIPANT ON THE BOOKS OF THE COMPANY (THE "ACCOUNT").
ON
ANY GIVEN DATE, THE VALUE OF EACH RESTRICTED STOCK UNIT CREDITED TO THE ACCOUNT
SHALL EQUAL THE FAIR MARKET VALUE OF ONE SHARE OF COMMON STOCK.
THE RESTRICTED
STOCK UNITS SHALL VEST AND SETTLE IN ACCORDANCE WITH SECTION 3 HEREOF.
2.
INCORPORATION BY REFERENCE, ETC.
THE PROVISIONS OF THE PLAN ARE HEREBY
INCORPORATED HEREIN BY REFERENCE.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
HEREIN, THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF
THE PLAN AND ANY CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS AGREEMENT SHALL
HAVE THE DEFINITIONS SET FORTH IN THE PLAN.
THE BOARD SHALL HAVE FINAL
AUTHORITY TO INTERPRET AND CONSTRUE THE PLAN AND THIS AGREEMENT AND TO MAKE ANY
AND ALL DETERMINATIONS UNDER THEM, AND ITS DECISION SHALL BE BINDING AND
CONCLUSIVE UPON THE PARTICIPANT AND HIS LEGAL REPRESENTATIVE IN RESPECT OF ANY
QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT.
3.
TERMS AND CONDITIONS.
(A)
VESTING.
EXCEPT AS OTHERWISE PROVIDED IN THE PLAN AND THIS
AGREEMENT, AND CONTINGENT UPON THE PARTICIPANT'S CONTINUED SERVICE TO THE
COMPANY, ONE HUNDRED PERCENT (100%) OF THE RESTRICTED STOCK UNITS CREDITED TO
THE ACCOUNT SHALL VEST AND BECOME NON-FORFEITABLE ON THE DATE THAT IS 180 DAYS
FOLLOWING THE DATE OF GRANT (THE "VESTING DATE").
1
(B)
SETTLEMENT.
UPON THE "SETTLEMENT DATE" (AS DEFINED BELOW), EACH
VESTED RESTRICTED STOCK UNIT CREDITED TO THE ACCOUNT WILL BE SETTLED (AND, UPON
SUCH SETTLEMENT, SHALL CEASE TO BE CREDITED TO THE ACCOUNT) BY THE COMPANY (I)
ISSUING TO THE PARTICIPANT ONE SHARE OF COMMON STOCK FOR EACH