Exhibit 10.14
RESTRICTED STOCK AWARD AGREEMENT
Name of Grantee: Xxxx X. Xxxxxxx
No. of Shares: 300,000
Purchase Price per Share: $.01 (par value)
Grant Date: As of August 27, 1999
Cambridge Technology Partners (Massachusetts), Inc., a Delaware corporation
(the "Company"), hereby grants a Restricted Stock Award (an "Award") to the
Grantee named above. Upon acceptance of this Award, the Grantee shall receive
the number of shares of Common Stock, $.01 par value per share (the "Restricted
Stock"), of the Company specified above, subject to the restrictions and
conditions set forth herein.
1. Acceptance of Award. (a) The Grantee shall have no rights with
respect to this Award unless he or she shall have accepted this Award by
(i) signing below and returning a signed copy to the Company and (ii)
making payment to the Company by certified or bank check or other
instrument acceptable to the Management Resource Committee of the Company's
Board of Directors (the "Committee") of the Purchase Price per Share
multiplied by the number of shares of Restricted Stock to be accepted. Upon
acceptance of this Award by the Grantee, certificates evidencing the shares
of Restricted Stock so accepted shall be issued and delivered to the
Grantee, and the Grantee's name shall be entered as the stockholder of
record on the books of the Company. Thereupon, the Grantee shall have all
the rights of a shareholder with respect to such shares, including voting
and dividend rights, subject, however, to the restrictions and conditions
specified in Paragraph 2 below.
(b) The Grantee represents that he is an "accredited investor," as
defined in Rule 501(a) under the Securities Act of 1933, as amended. The
Grantee, by reason of his business and financial experience has such
knowledge, sophistication and experience in financial and business matters
and in making investment decisions of this type that he is capable of (i)
evaluating the merits and risks of an investment in the Restricted Stock
and making an informed investment decision, (ii) protecting his own
interests and (iii) bearing the economic risk of such investment. Seller is
acquiring the Restricted Stock for investment for his own account, not as a
nominee or agent and not with the view to, or any intention of, a resale or
distribution thereof, in whole or in part, or the grant of any
participation therein.
2. Restrictions and Conditions.
(a) The Grantee shall not sell, assign, transfer, pledge, hypothecate,
mortgage, encumber or otherwise dispose of any shares of Restricted Stock
prior to vesting, as provided for in Paragraph 3 below, and otherwise
except as expressly provided for in this Agreement.
(b) Certificates evidencing the shares of Restricted Stock granted
herein shall bear the following legend, or a similar legend as determined
by the Committee in its sole discretion to the effect that such shares are
subject to restrictions as set forth herein:
"The shares represented by this certificate are subject to
restrictions on transfer and may not be sold, exchanged, transferred,
pledged, hypothecated, mortgaged, encumbered or otherwise disposed on
except in accordance with and subject to all the terms and conditions
of a certain Restricted Stock Award Agreement dated as of August 27,
1999 (the "Agreement"), a copy of which the Company will furnish to
the holder of this certificate upon request and without charge. The
shares represented by this certificate are designated as Tranche [A, B
or C] under the Agreement."
(c) Prior to vesting of shares of Restricted Stock granted herein, if
the Grantee's employment with the Company is terminated:
(i) by the Company for Cause (as defined in Section 6 of the
Grantee's Employment Agreement dated as of August 27, 1999), then
the Company shall have the right, at the discretion of the
Committee, to repurchase such unvested shares, in whole or in
part, from the Grantee or the Grantee's legal representative at
their Purchase Price per Share.
(ii) by the Company without Cause, then the Company shall have the
right, at the discretion of the Committee, to repurchase such
unvested shares, in whole or in part, from the Grantee or the
Grantee's legal representative at a price equal to the average
closing market price of the Company's common stock during the
five (5) business days preceding such termination.
(iii) by the Grantee for any reason other than Death or Disability (as
defined in the Section 5 of the Grantee's Employment Agreement
dated as of August 27, 1999), then the Company shall have the
right, at the discretion of the Committee, to repurchase such
unvested shares, in whole or in part, from the Grantee or the
Grantee's legal representative at a price equal to the average
closing market price of the Company's common stock during the
five (5) business days preceding such termination.
The Company must exercise such right of repurchase or forfeiture by written
notice to the Grantee or the Grantee's legal representative not later than 60
days following such termination of employment.
3. Vesting of Restricted Stock. The restrictions and conditions in
Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified
in the following schedule. The restrictions and conditions in Paragraph 2 shall
lapse only with respect to the number of shares of Restricted Stock specified as
vested on such date.
Number of
Shares Vested Vesting Date
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100,000 (33.33%) December 31, 2000 ("Tranche A")
100,000 (33.33%) The earlier to occur of either (i) July
31, 2002 or (ii) the first date after
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Number of
Shares Vested Vesting Date
------------- ------------
the date hereof on which the closing
price of the Company's common stock on
the Nasdaq Stock Market equals or
exceeds $28.876 ("Tranche B")
100,000 (33.33%) The earlier to occur of either (i)
January 31, 2003 or (ii) the first date
after the date hereof on which the
closing price of the Company's common
stock on the Nasdaq Stock Market equals
or exceeds $36.095 ("Tranche C")
Subsequent to such Vesting Date or Dates, the shares of Stock on which all
restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock. The Committee may at any time accelerate the vesting schedule specified
in this Paragraph 3. In the event (a) of a Change of Control (as defined below)
of the Company or (b) the expiration of the Company's repurchase option pursuant
to Section 2(c) above or (c) termination of Grantee's employment with the
Company by reason of Death or Disability, then any restrictions and conditions
on shares of Restricted Stock subject to this Award shall be deemed waived by
the Committee, and such shares shall automatically become fully vested. A
"Change in Control" shall occur if (i) the Company is to be merged into another
entity, or if one or more entities is to be merged into the Company or if there
is to be a consolidation of the Company and one or more entities and, in any
such case, the shares of Common Stock are to be converted into cash, securities
or other property other than shares of Common Stock (an "Acquisition"), or (ii)
if the Company is to be liquidated, or is to sell or otherwise dispose of
substantially all of its assets to another entity (a "Sale"), or (iii) a person,
entity or group acquires beneficial ownership of 50% or more of either the then
outstanding shares of the Company's common stock or the combined voting power of
the Company's then outstanding voting securities entitled to vote generally in
the election of directors, or (iv) 50% or more of the directors of the Company
are persons who are not Continuing Directors (defined below); provided, however,
that the foregoing clauses (i) and (ii) shall not apply to any transaction in
which the former stockholders of the Company immediately after such transaction
hold or receive by reason of their prior ownership of shares of capital stock of
the Company shares of capital stock of the resulting or surviving corporation
constituting a majority of the voting power of all outstanding stock of such
resulting or successor corporation. For purposes of this Section, a "Continuing
Director" shall mean (i) any member of the Board of Directors of the Company as
of the date of this Agreement or (ii) any person who subsequently becomes a
member of the Board, if such person's nomination or election to the Board is
recommended or approved by a majority of the Continuing Directors.
4. Dividends. Dividends on Shares of Restricted Stock shall be paid
immediately to the Grantee, unless the Grantee shall provide the Committee with
written instructions as to the waiver, deferral, or reinvestment of such
dividends.
5. Transferability. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.
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6. Tax Withholding. The Grantee shall, not later than the date as of which
the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the Committee
for payment of any Federal, state, and local taxes required by law to be
withheld on account of such taxable event.
7. SEC Registration. The Grantee understands that the Restricted Stock has
not been registered under the Securities Act or state securities laws. Promptly,
but in no event later than December 31, 1999, the Company shall file with the
Securities and Exchange Commission a registration statement on Form S-8 relating
to the Restricted Stock, and the Company shall make diligent efforts to achieve
the effectiveness of such registration statement.
8. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its principal place
of business, and shall be given to the Grantee at the address set forth below,
or in either case at such other address as one party may subsequently furnish to
the other party in writing.
(b) This Agreement does not confer upon the Grantee any rights with respect
to continuance of employment by the Company or any Subsidiary.
CAMBRIDGE TECHNOLOGY PARTNERS
(MASSACHUSETTS), INC.
By: /s/ Xxxxx X. X'Xxxx
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Title
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated as of August 27, 1999 /s/ Xxxx X. Xxxxxxx
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Grantee's Signature
Grantee's name and address:
XXXX X. XXXXXXX
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