IHS Inc. 2004 Restricted Stock Award Agreement with Jerre Stead
This agreement grants Jerre Stead 200,000 restricted shares of IHS Inc. under the company's 2004 Long-Term Incentive Plan. The shares vest in three equal installments on November 30 of 2005, 2006, and 2007. If there is a change in control of the company, or if Jerre Stead dies or becomes disabled, all shares vest immediately. The agreement is governed by the terms of the incentive plan and includes standard conditions for such awards.
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Exhibit 10.14
IHS INC.
2004 LONG-TERM INCENTIVE PLAN
2004 RESTRICTED STOCK AWARD
Unless defined in this Restricted Stock Award (this "Award Document"), capitalized terms will have the same meanings ascribed to them in the IHS Inc. 2004 Long-Term Incentive Plan (as may be amended from time to time, the "Plan").
Pursuant to Section 8 of the Plan, you have been granted restricted Shares on the following terms and subject to the provisions of the Plan, which is incorporated by reference. In the event of a conflict between the provisions of the Plan and this Award Document, the provisions of the Plan will prevail.
| Participant: | Jerre Stead | |
Total Number of Shares Granted: | 200,000 Shares | |
Fair Market Value per Share: | $9.12 per Share | |
Total Fair Market Value of Award: | $1,722,000 | |
Grant Date: | December 23, 2004 | |
Vesting Schedule: | 1/3 will vest on November 30, 2005, another 1/3 will vest on November 30, 2006 and the last 1/3 will vest on November 30, 2007; provided, however, that in the event of a Change in Control, this Award shall vest in full and be free of restrictions, and you will participate in the acquisition to the extent of and in the same manner as all other stockholders of the Company; and provided further that in the event of your death or termination of employment due to your Disability (as defined in Exhibit A attached), this Award shall vest in full and be free of restrictions. |
By your signature and the signature of the Company's representative below, you and the Company agree that these Shares are granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached as Exhibit A.
| RECIPIENT | IHS INC. | ||
/s/ JERRE L. STEAD | By: | /s/ S. AUXER | |
| Jerre L. Stead Print Name | Title: Senior Vice President IHC Inc. | ||
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