Exhibit 10.2
Dynamic Materials Corporation
2006 Stock Incentive Plan
Form of Restricted Stock Unit Agreement
Notice of Restricted Stock Unit Grant
Dynamic Materials Corporation (the "Company") grants to the Grantee named below,
in accordance with the terms of the Dynamic Materials Corporation 2006 Stock
Incentive Plan (the "Plan") and the Restricted Stock Unit Agreement attached
hereto (the "Agreement"), the following number of Restricted Stock Units (the
"RSUs") on the terms set forth below:
Grantee:
Total Number of RSUs Granted:
Date of Grant:
, 2009
Vesting:
Subject to the Plan and the Agreement attached hereto, the RSUs shall vest in
three (3) equal installments on each of the first three (3) anniversaries of the
Date of Grant
The Grantee acknowledges receipt of a copy of the Plan and represents that he or
she is familiar with the terms and provisions thereof, and hereby accepts the
Agreement attached hereto subject to all of the terms and provisions thereof.
The Grantee has reviewed the Plan and the Agreement in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing the Agreement,
and fully understands all provisions of the Agreement.
The Grantee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan or
this Agreement.
The Grantee further agrees to notify the Company upon any
change in the residence address indicated below.
GRANTEE:
DYNAMIC MATERIALS CORPORATION:
By:
[INSERT GRANTEE'S NAME]
Date:
Title:
Address:
Date:
Restricted Stock Unit Agreement
SECTION 1.
GRANT OF RSUS.
THE COMPANY HEREBY GRANTS TO THE GRANTEE THE NUMBER
OF RSUS SET FORTH IN THE NOTICE OF RESTRICTED STOCK UNIT GRANT, SUBJECT TO THE
TERMS, DEFINITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT.
ALL TERMS,
PROVISIONS, AND CONDITIONS APPLICABLE TO THE RSUS SET FORTH IN THE PLAN AND NOT
SET FORTH HEREIN ARE INCORPORATED BY REFERENCE.
TO THE EXTENT ANY PROVISION
HEREOF IS INCONSISTENT WITH A PROVISION OF THE PLAN, THE PROVISIONS OF THE PLAN
WILL GOVERN.
ALL CAPITALIZED TERMS THAT ARE USED IN THIS AGREEMENT AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE PLAN.
SECTION 2.
TERMINATION OF CONTINUOUS SERVICE.
(A)
IF THE GRANTEE'S CONTINUOUS SERVICE AS AN EMPLOYEE IS TERMINATED
FOR ANY REASON OTHER THAN (I) DEATH, (II) DISABILITY (AS DEFINED BELOW),
(III) RETIREMENT (AS DEFINED BELOW) OR (IV) TERMINATION BY THE COMPANY AND ITS
SUBSIDIARIES WITHOUT CAUSE (AS DEFINED BELOW), THE GRANTEE SHALL FORFEIT, AND
RECEIVE NO PAYMENT WITH RESPECT TO, ALL RSUS THAT ARE NOT VESTED AT THE TIME OF
SUCH TERMINATION OF CONTINUOUS SERVICE.
IF THE GRANTEE'S CONTINUOUS SERVICE AS
AN EMPLOYEE TERMINATES DUE TO THE GRANTEE'S DEATH, DISABILITY, RETIREMENT, OR IS
TERMINATED BY THE COMPANY AND ITS SUBSIDIARIES WITHOUT CAUSE, WHILE ANY RSUS ARE
NOT VESTED, THE RSUS SHALL VEST ON THE DATE OF THE GRANTEE'S TERMINATION OF
CONTINUOUS SERVICE FOR SUCH REASON.
(B)
FOR PURPOSES OF THIS AGREEMENT, THE TERM "DISABILITY" SHALL HAVE
THE MEANING ASCRIBED TO SUCH