HARRIS INTERACTIVE INC. RESTRICTED STOCK AGREEMENT (Non-Employee Director)
Exhibit 10.2
This Agreement is made effective on ____________, between XXXXXX INTERACTIVE INC., a
Delaware Corporation (the “Company”), and ____________(“Participant”).
WHEREAS, the Company maintains the Xxxxxx Interactive Inc. Long-Term Incentive Plan (the
"Plan”), which is incorporated into and forms a part of this Agreement, and
WHEREAS, the Participant has been selected by the committee administering the Plan (the
"Committee”) to receive a Restricted Stock Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:
1. Award.
(a) Grant. The Participant is hereby granted ____________shares (the “Restricted
Stock”) of the Company’s common stock, par value $.001 per share (“Stock”), which shall be issued
as hereinafter provided in Participant’s name subject to certain restrictions thereon. Participant
hereby accepts the Restricted Stock subject to the terms and conditions of this Agreement.
(b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan and
agrees that this award of Restricted Stock shall be subject to all of the terms and conditions set
forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof,
which Plan is incorporated herein by reference as a part of this Agreement.
2. Risk of Forfeiture (“Forfeiture Restrictions”).
(a) Forfeiture Due to Termination of Service. Subject to Section 3(b), should either
a Date of Termination or a violation of Section 7 occur prior to any of the vesting dates provided
in Section 3, Participant shall forfeit the right to receive the Restricted Stock that would
otherwise have vested on such respective dates.
(b) Restrictions on Transfer. Neither the Restricted Stock nor any of it may not be
voluntarily or involuntarily sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of until such time as the restrictions contained in Section 2
lapse as to the applicable Restricted Stock and it is fully vested. Upon any violation of this
restriction, the Restricted Stock not theretofore vested shall be forfeited.
3. Lapse of Forfeiture Restrictions.
(a) Vesting. Subject to Section 2, ______of the Restricted Stock shall vest on each
of ____________.
(b) Change in Control. If a Change in Control (as defined in the Plan) shall occur,
then immediately all non-vested Restricted Stock, not previously forfeited, shall fully vest and
all Forfeiture Restrictions with respect to such shares shall lapse.
(c) Delivery of Certificates. Restricted Stock with respect to which the forfeiture
restrictions have lapsed shall cease to be subject to any restrictions except as provided in
Section 4(c), and the Company shall deliver to Participant a certificate representing the shares as
to which the Forfeiture Restrictions have lapsed.
4. Custody of Restricted Stock.
(a) Custody. One or more certificates evidencing the Restricted Stock shall be issued
by the Company in Participant’s name, or at the option of the Company, in the name of a nominee of
the Company. The Company may cause the certificate or certificates to be delivered upon issuance
to the Secretary of the Company or to such other depository as may be designated by the Committee
as a depository for safekeeping until forfeiture occurs or the Forfeiture Restrictions lapse
pursuant to the terms of the Plan and this Agreement. Upon request of the Committee, Participant
shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock
then subject to the Forfeiture Restrictions.
(b) Additional Securities as Restricted Stock. Any securities received as the result
of ownership of Restricted Stock, including without limitation, warrants, options, and securities
received as a stock dividend or stock split, or as a result of a recapitalization or reorganization
(all such securities to be considered “Restricted Stock” for all purposes under this Agreement),
shall be held in custody in the same manner and subject to the same conditions as the Restricted
Stock with respect to which they were issued. Participant shall be entitled to direct the Company
to exercise any warrant or option received and considered Restricted Stock hereunder upon supplying
the funds necessary to do so, in which event securities so purchased shall constitute Restricted
Stock. In the event any Restricted Stock at any time consists of a security by its terms or
otherwise convertible into or exchangeable for another security at the election of the older
thereof, Participant may exercise such right of conversion or exchange in the event the failure to
exercise or delay in exercising such right would result in its loss
or diminution of value, and any
securities so acquired shall be deemed Restricted Stock. In the event of any change in
certificates evidencing Restricted Stock by reason of any recapitalization, reorganization or other
transaction which results in a creation of Restricted Stock the Company is authorized to deliver to
the issuer the certificate evidencing the Restricted Stock in exchange for a replacement
certificate, which shall be deemed to be Restricted Stock.
(c) Delivery to Participant. Upon the lapse of the Forfeiture Restrictions without
forfeiture, the Company shall cause certificate(s) for the vested Restricted Stock to be issued in
the name of Participant in exchange for the certificate evidencing the previously Restricted Stock.
Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of
Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be
required to comply with applicable requirements of any national securities exchange or any
requirements of any regulation applicable to the issuance or delivery of such shares. The Company
shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof
shall constitute a violation of any provision of any law or of any regulation of any governmental
authority or any securities exchange.
5. Status of Stock.
(a) Rights as Stockholder. Subject to the restrictions contained herein, the
Participant shall have all voting and ownership rights applicable to the Restricted Stock,
including the right to receive dividends, whether or not such Restricted Stock is vested and unless
and until the Restricted Stock is forfeited pursuant to the provisions of this Agreement.
(b) Compliance with Securities Laws. Participant agrees that the Restricted Stock
will not be sold or otherwise disposed of in any manner which would constitute a violation of any
applicable federal or state securities laws. Participant also agrees (i) that the legend or
legends as the Committee deems appropriate in order to assure compliance with applicable securities
laws may be applicable to the Restricted Stock, (ii) that the Company may refuse to register the
transfer of the Restricted Stock on the stock transfer records of the Company if such proposed
transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any
applicable securities law, and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Restricted Stock.
6. Relationship to Company.
(a) The existence of this Restricted Stock Agreement shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganization or other changes in the Company’s capital structure or its
business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding , whether of a similar character or
otherwise.
(b) No Guarantee of Service. This Restricted Stock Agreement shall not confer upon
Participant any right with respect to continuance of service on the Board of Directors of the
Company, nor shall it interfere in any way with any right the Company, or its directors or
stockholders, would otherwise have to terminate such
Participant’s service at any time.
Non-Competitive Agreement. In consideration of, and as a condition to, the award and
in consideration of the other rights and privileges of Participant with the Company, Participant
agrees that during the term of Participant’s services as a member of the Board of Directors of the
Company, Participant shall not, directly or indirectly, as a director, officer, employee, agent,
partner or equity owner (except as owner of less than 1% of the shares of the publicly traded stock
of a corporation) of any entity, compete in any manner with the Company. Furthermore, Participant
agrees that, for a period of one year after voluntary termination of his service on the Board of
Directors of the Company, Participant shall not, directly or indirectly, as a director, officer,
employee, agent, partner or equity owner (except as owner of less than 1% of the shares of the
publicly traded stock of a corporation) of any entity, solicit or otherwise deal in any way with
any of the clients or customers of the Company of which Participant had knowledge as of the time of
Participant’s voluntary termination of service (including any client to whom the Company has sold
services or products in the two years prior to termination and any prospective client or customer
for whom a bid has been prepared within the previous six months) with respect to any services or
products competitive with those of the Company. Participant acknowledges that the Company’s legal
remedies for a breach of this provision shall be inadequate, that the Company shall be entitled to
obtain injunctive relief to enforce this provision, and that the Company’s rights to enforce this
agreement shall survive vesting and/or forfeiture of the
Restricted Stock. If any part of this Section 7 shall be deemed illegal or unenforceable,
this section shall be deemed modified and then enforced to the greatest extent legally enforceable.
8. Committee’s Powers. No provision contained in this Agreement shall in any way
terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering
any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan,
including, without limitation, the Committee’s rights to make certain determinations and elections
with respect to the Restricted Stock.
9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors and assigns of the Company and all persons lawfully claiming under Participant.
10. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.
11. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and Participant has executed this Agreement, all effective as of the
date of first above written.
XXXXXX INTERACTIVE INC.
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Title:
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