SAPIENT CORPORATION Restricted Stock Agreement
Exhibit 99.1
Name of Employee:
SAPIENT CORPORATION
The undersigned (the “Employee”) (i) acknowledges that pursuant to the obligations of
Sapient Corporation (the “Company” or “Sapient”) under the Agreement and Plan of
Merger by and among Sapient, Sapient (BVI) Limited, Nitro Group Ltd. and Xxxxxxxxxxx Xxxx Xxxxxx,
dated as of June 16, 2009 (the “Merger Agreement”) and in recognition of the important
contributions that the Employee made to Nitro Group Ltd. and its subsidiaries, the Company has
issued to the Employee the shares of stock described below; and (ii) agrees with the Company as
follows:
1. Closing Date. This agreement (the “Restricted Stock Agreement”) shall take
effect as of [insert closing date] (the “Closing Date”), which is the date on which the
Employee is receiving a total of [•] shares of common stock of the Company, par value $.01 par
value (the “Shares”) from the Company. The Employee shall be the record owner of the
Shares on the Closing Date. The Shares are subject to transfer restrictions as set forth in this
Agreement.
2. Nontransferability of Shares. The Shares may not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of until such restrictions on the transfer of the
Shares (“resale restrictions”) have lapsed in accordance with this Section 2. The resale
restrictions shall lapse with respect to the following percentages of Shares after the following
dates:
50% on and after the first anniversary of the Closing Date; and
50% on and after the second anniversary of the Closing Date.
3. Certificates. Any certificates representing Shares subject to the resale
restrictions shall be held by the Company. If Shares subject to the resale restrictions are held
in book entry form at any time thereafter, the Employee agrees that the Company may give stop
transfer instructions to the depositary, stock transfer agent or other keeper of the Company’s
stock records to ensure compliance with the provisions hereof.
4. Legend. Any certificates representing Shares shall be held by the Company, and any
such certificate shall contain (in addition to any other legends with respect to applicable federal
and state securities laws) a legend substantially in the following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND SAPIENT CORPORATION. COPIES OF SUCH AGREEMENT ARE ON FILE IN THE
OFFICES OF SAPIENT CORPORATION.
As soon as practicable following the lapse of resale restrictions on any such Shares, the Company
shall cause a certificate or certificates covering such Shares, without the aforesaid
legend, to be
issued and delivered to the Employee. If any Shares are held in book-entry form, the Company may
take such steps as it deems necessary or appropriate to record and manifest the restrictions
applicable to such Shares.
5. Sale of Shares. The sale of any Shares that are free of the resale restrictions is
subject to (i) satisfaction of applicable tax withholding requirements, if any, with respect to the
transfer of such Share; (ii) the completion of any administrative steps (for example, but without
limitation, the transfer of certificates) that the Company may reasonably impose; and
(iii) applicable requirements of federal and state securities laws.
6. Certain Tax Matters. The Employee acknowledges that the issuance of the Shares is
taxable as compensation for services, and as such is subject to withholding by the Company. The
Employee expressly acknowledges and agrees that Sapient will withhold a number of shares of Sapient
common stock from the issuance of the Shares to the Employee necessary to satisfy any applicable
tax withholding requirements.
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IN WITNESS WHEREOF, Sapient Corporation has executed this Restricted Stock Agreement as of the
day of
, 2009.
| SAPIENT CORPORATION |
||||
| By: | ||||
| Xxxx X. Xxxxxxx | ||||
| President and Chief Executive Officer | ||||
Dated:
Acknowledged and Agreed:
Name: