Exhibit 10.46
ITT CORPORATION
2003 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director
NOTICE OF RESTRICTED STOCK UNIT AWARD
ITT Corporation (the “Company”) grants to the Director named below, in accordance
with the terms of the ITT Corporation 2003 Equity Incentive Plan (the “Plan”) and this
Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock
Units (the “Restricted Stock Units” or the “Award”) provided as follows:
AGREEMENT
1. Grant of Award . The Company hereby grants to the Director the Restricted Stock
Units, subject to the terms, definitions and provisions of the Plan and this Agreement. All
terms, provisions, and conditions applicable to the Restricted Stock Units 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.
2. Vesting and Settlement of Award .
a. Right to Award . This Award shall vest in accordance with the vesting schedule
set forth above (the “Vesting Schedule”) and with the applicable provisions of the Plan
and this Agreement.
b. Settlement of Award . Except as otherwise provided in a deferral agreement
duly executed by the Director on a form prescribed by the Company for such elections
and timely filed with the Company, the vested portion of this Award shall be settled (and
any related dividend equivalents shall be paid) on or as soon as practicable following the
vesting date set forth in the Vesting Schedule or in Section 3 of this Agreement, as the
case may be, but in no event later than the following dates, as applicable: (i) if the vesting
date is the vesting date set forth in the Vesting Schedule above, the last day of the
calendar year in wh