Exhibit 10.9
ALDERWOODS GROUP, INC.
RESTRICTED STOCK UNITS AGREEMENT
(2005 Equity Incentive Plan)
WHEREAS,
(the "Grantee") is an employee of
Alderwoods Group, Inc., a Delaware corporation (the "Company") or a Subsidiary;
and
WHEREAS, the execution of an agreement in the form hereof (this "Agreement") has
been authorized by a resolution of the Compensation Committee (the "Committee")
of the Board of Directors of the Company, pursuant to the Company's 2005 Equity
Incentive Plan (the "Plan"), as of
(the
"Date of Grant");
NOW, THEREFORE, the Company hereby grants to the Grantee
Restricted Stock Units (as defined in the Plan)
(the "Restricted Stock Units"), effective as of the Date of Grant, subject to
the terms and conditions of the Plan and the following additional terms,
conditions, limitations and restrictions.
ARTICLE I
DEFINITIONS
All terms used herein with initial capital letters and not otherwise defined
herein that are defined in the Plan shall have the meanings assigned to them in
the Plan.
ARTICLE II
CERTAIN TERMS OF THE RESTRICTED STOCK UNITS
1.
GRANT OF RESTRICTED STOCK UNITS.
THE
RESTRICTED STOCK UNITS COVERED BY THIS AGREEMENT ARE GRANTED TO THE GRANTEE
EFFECTIVE ON THE DATE OF GRANT AND ARE SUBJECT TO AND GRANTED UPON THE TERMS,
CONDITIONS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT AND IN THE PLAN.
THE
RESTRICTED STOCK UNITS SHALL BECOME VESTED IN ACCORDANCE WITH SECTION 3 HEREOF.
EACH RESTRICTED STOCK UNIT SHALL REPRESENT ONE HYPOTHETICAL COMMON SHARE AND
SHALL AT ALL TIMES BE EQUAL IN VALUE TO ONE COMMON SHARE.
THE RESTRICTED STOCK
UNITS WILL BE CREDITED TO THE GRANTEE IN AN ACCOUNT ESTABLISHED FOR THE GRANTEE
UNTIL PAYMENT IN ACCORDANCE WITH SECTION 4 HEREOF.
2.
RESTRICTIONS ON TRANSFER OF RESTRICTED
STOCK UNITS.
NEITHER THE RESTRICTED STOCK UNITS GRANTED HEREBY NOR ANY INTEREST
THEREIN OR IN THE COMMON SHARES RELATED THERETO SHALL BE TRANSFERABLE PRIOR TO
PAYMENT OTHER THAN BY WILL OR PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION
(OR TO A DESIGNATED BENEFICIARY IN THE EVENT OF THE GRANTEE'S DEATH).
3.
VESTING OF RESTRICTED STOCK UNITS.
(A)
ALL OR A PORTION OF THE RESTRICTED STOCK
UNITS SHALL BECOME VESTED IF, DURING THE PERFORMANCE PERIOD, THE STOCK PRICE HAS
REACHED ONE OF THE TARGETED STOCK PRICES, AS SET FORTH IN THE CHART BELOW (EACH,
A "VESTING DATE"); PROVIDED, HOWEVER, THAT FOR THE RESTRICTED STOCK UNITS TO
VEST, THE GRANTEE MUST HAVE REMAINED CONTINUOUSLY EMPLOYED BY THE COMPANY OR ANY
SUBSIDIARY FROM THE DATE OF GRANT THROUGH THE APPLICABLE VESTING DATE.
ANY
RESTRICTED STOCK UNITS NOT VESTED WILL BE FORFEITED AND THIS AGREEMENT WILL
TERMINATE, EXCEPT AS PROVIDED IN SECTION 3(E) BELOW, IF THE GRANTEE CEASES TO BE
CONTINUOUSLY EMPLOYED BY THE COMPANY PRIOR TO THE END OF THE PERFORMANCE PERIOD
OR IF THE TARGETED STOCK PRICES HAVE NOT BEEN MET DURING THE PERFORMANCE PERIOD.
(B)
A PERCENTAGE OF THE TOTAL RESTRICTED STOCK
UNITS SPECIFIED HEREIN SHALL BECOME VESTED, DEPENDING ON THE ACHIEVEMENT OF
INCREASES IN THE COMPANY'S STOCK PRICE DURING THE PERFORMANCE PERIOD, AS SET
FORTH IN THE TABLE