EXHIBIT 10.1
(INSITUFORM TECHNOLOGIES, INC. LOGO) Name:
Award Date:
Deferred Stock Units:
2005 DIRECTOR DEFERRED STOCK UNIT AGREEMENT UNDER THE
2001 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN (AS AMENDED)
Insituform Technologies, Inc. (the "COMPANY") hereby awards to you the number of
Deferred Stock Units shown above, effective as of the Award Date. Each Deferred
Stock Unit represents the obligation of the Company to transfer one share of the
Company's Class A common stock, par value $0.01 per share (the "COMMON STOCK")
to you at the time provided in this Agreement. This award is granted to you
pursuant to the 2001 Non-Employee Director Equity Incentive Plan, as amended
(the "PLAN"), and is subject to the terms and conditions in the Plan and those
set forth below. Any capitalized, but undefined, term used in this Agreement
shall have the meaning ascribed to it in the Plan. Your signature below
constitutes your acceptance of this award and acknowledgment of your agreement
to all the terms and conditions contained herein. You must return an executed
copy to the Company's General Counsel, or such officer's designee, within 30
days of the Award Date.
Accepted by Director:
By:
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Xxxxxx X. Xxxxxx, Xx., President and CEO
TERMS AND CONDITIONS
1. BOOKKEEPING ACCOUNT. The Company will record the number of Deferred Stock
Units granted to you under this Agreement to a bookkeeping account for you (the
"DEFERRED STOCK UNIT ACCOUNT"). Your Deferred Stock Unit Account will be reduced
by the number of shares of Common Stock transferred to you in accordance with
Section 3. Your Deferred Stock Unit Account also will be adjusted from time to
time for any stock dividends, stock splits and other such transactions in
accordance with Section 5. The Deferred Stock Unit Account represents an
unsecured promise by the Company to deliver shares of Common Stock in the
future. Your rights to your Deferred Stock Unit Account will be no greater than
that of other general, unsecured creditor of the Company
2. VESTING; TRANSFERABILITY RESTRICTION. Your Deferred Stock Units are fully
vested at all times.
Your Deferred Stock Units are not transferable by you. Except as may be
required by federal income tax withholding provisions or by the tax laws of any
state, your interests (and the interests of your beneficiaries, if any) under
this Agreement are not subject to the claims of your creditors and may not be
voluntarily or involuntarily sold, transferred, alienated, assigned, pledged,
anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign,
pledge, anticipate, encumber, charge or otherwise dispose of any right to
benefits payable hereunder shall be void.
3. DISTRIBUTION OF SHARES OF COMMON STOCK. Promptly after the termination of
your service on the Company's Board of Directors (the "BOARD") shares of Common
Stock, equal to the number of Deferred Stock Units reflected in your Deferred
Stock Unit Account, shall be distributed to you (or your beneficiary(ies) or
personal representative, if you are deceased). Distributions shall be made in
shares of Common Stock, with fractional shares rounded up to the nearest whole
share.
4. DEATH BENEFICIARY DESIGNATION. You may designate a beneficiary or
beneficiaries (contingently, consecutively or successively) to receive shares of
Common Stock, if you die while Deferred Stock Units are held in your Deferred
Stock Unit Account, and, upon your death, the
Company will transfer shares of Common Stock equal in number to the Deferred
Stock Units, if any, reflected in your Deferred Stock Unit Account to your
beneficiary(ies).
You may designate a beneficiary or beneficiaries from time to time, and you
may change your designated beneficiary(ies). A beneficiary may be a trust. A
beneficiary designation must be made in writing in a form prescribed by the
Company and delivered to the Company while you are alive. If you do not have a
designated beneficiary surviving at the time of your death, any transfer of
shares of Common Stock will be made to your surviving spouse, if any, and if you
do not have a surviving spouse, then to your estate.
5. CASH DIVIDEND EQUIVALENTS; ADJUSTMENTS. If the Company pays a cash dividend
on its Common Stock, then, as soon as practical after such cash dividend is
paid, the Company will pay you an amount in cash equal to the amount per share
of such cash dividend multiplied by the number of Deferred Stock Units credited
to your Deferred Stock Unit Account as of the record date of such cash dividend.
If there is any change in the Common Stock by reason of stock dividends,
split-ups, mergers, consolidations, reorganizations, combinations or exchanges
of shares or the like, the number of Deferred Stock Units credited to your
Deferred Stock Unit Account shall be adjusted appropriately so that the number
of Deferred Stock Units reflected in your Deferred Stock Unit Account after such
an event shall equal the number of shares of Common Stock a stockholder would
own after such an event if the stockholder, at the time such an event occurred,
had owned shares of Common Stock equal to the number of Deferred Stock Units
reflected in your Deferred Stock Unit Account immediately before such an event.
6. NO STOCKHOLDER RIGHTS. You will not have any stockholder rights, such as
rights to vote or to receive dividends or other distributions, with respect to
any Deferred Stock Units reflected in your Deferred Stock Unit Account. You will
have only the cash dividend equivalent and adjustment rights provided in this
Agreement.
7. SECURITIES LAWS. Shares of Common Stock will not be transferred under this
Agreement if such transfer would violate any federal or state securities law.
The Company may take any appropriate action to achieve compliance with those
laws in connection with any transfer of Common Stock to you.
8. NO RIGHT TO FURTHER GRANTS. Deferred Stock Unit grants are within the
discretion of the Plan Administrator, and no such grant entitles you to any
further grants.
9. INTERPRETATIONS BINDING. Plan Administrator interpretations and
determinations are binding and conclusive.
10. NOTICES. Notices to the Company or the Plan Administrator shall be sent to
the Company's Corporate Headquarters, Attn: "Director of Human Resources."
