EXHIBIT 99.D21
Representative Sample
RESTRICTED STOCK AWARD AGREEMENT
with respect to an award of Restricted Stock under the
PTEK HOLDINGS, INC. 1998 STOCK PLAN
1. Grant of Shares. PTEK Holdings, Inc. (the "Company") grants to the
Grantee named on the signature page hereto (the "Grantee"), in exchange for
certain stock options tendered to the Company by the Grantee in accordance with
that certain Offer to Purchase, dated November 29, 2001 (the "Offer to
Purchase"), and subject to the restrictions and the other terms and conditions
set forth in the PTEK Holdings, Inc. 1998 Stock Plan (the "Plan") and in this
agreement (this "Agreement"), the number of shares of the Company's $.01 par
value common stock indicated on the signature page hereto (the "Shares"). The
Shares are granted as of December 28, 2001 (the "Date of Grant"). Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Plan.
2. Restrictions. The Shares are subject to the following restrictions.
"Restricted Shares" mean those Shares that are subject to the restrictions
imposed under this Section 2, which restrictions have not then expired or
terminated. Restricted Shares may not be sold, transferred, exchanged,
assigned, pledged, hypothecated or otherwise encumbered (a "transfer") until the
expiration of the Restricted Period (as defined in Section 3 below) with respect
to such Restricted Shares, and any transfer or attempted transfer shall be null
and void and of no effect whatsoever; provided, however, that Restricted Shares
may be pledged to the Company. If the Grantee's employment with the Company
terminates during the Restricted Period for any reason other than as set forth
in subsection (b) of Section 3 below, then the Grantee shall forfeit all of the
Grantee's right, title and interest in and to the Restricted Shares as of the
date of such termination and such Restricted Shares shall be reconveyed to the
Company as of the date of such termination without further consideration or any
act or action by the Grantee. The restrictions imposed under this Section 2
shall apply to all shares of the Company's common stock or other securities
issued with respect to Restricted Shares hereunder in connection with any
merger, reorganization, consolidation, recapitalization, stock dividend or other
change in corporate structure affecting the common stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed
under Section 2 above (but not the restrictions imposed under Section 4 below)
will expire on the earliest to occur of the following dates (the period prior to
such expiration being referred to herein as the "Restricted Period"):
(a) on the vesting dates and with respect to the number of Restricted
Shares set forth on Schedule A attached hereto, provided that on such date the
Grantee is an employee of the Company or any of its subsidiaries; and
(b) with respect to all of the Restricted Shares, on the date of death or
Permanent and Total Disability of the Grantee.
4. Blackout Period. Separate and apart from the restrictions imposed
under Section 2 above, for a period of twelve (12) months after the Date of
Grant (the "Blackout Period"), the Grantee may not transfer any of the Shares,
except as provided in subsections (a) and (b) below:
(a) Tax Withholding. Vested Shares (i.e., Shares that have ceased to be
Restricted Shares under Section 3 above) may be sold to satisfy tax withholding
obligations as provided in Section 10(b) below; provided, however, that no
vested Shares may be sold during the Blackout Period to pay taxes due with
respect to a Section 83(b) election pursuant to Section 10(a) below. If the
Grantee elects to sell vested Shares to satisfy tax withholding obligations, the
Grantee shall complete and sign such documents as requested by the Company in
order to sell such vested Shares, and all such vested Shares shall be sold
through a brokerage firm designated by the Company (the "Designated Broker").
(b) Financial Hardship. The 1998 Plan Committee or senior management of
the Company may, in its or their sole discretion, permit other sales of vested
Shares during the Blackout Period in the event of a severe financial hardship of
the Grantee.
5. Voting and Dividend Rights. The Grantee, as beneficial owner of the
Shares, shall have full voting and dividend rights with respect to the Shares
during the Restricted Period.
6. Delivery of Shares. The Shares will be issued in the name of the
Grantee as Restricted Shares and will be held by the Company during the
Restricted Period in certificated or uncertificated form. If a certificate for
Restricted Shares is issued during the Restricted Period, such certificate shall
be registered in the name of the Grantee and shall bear a legend in
substantially the following form:
This certificate and the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture and restrictions against
transfer) contained in a Restricted Stock Award Agreement dated December
28, 2001 between the registered owner of the shares represented hereby and
PTEK Holdings, Inc. Release from such terms and conditions shall be made
only in accordance with the provisions of such Agreement, copies of which
are on file in the office of PTEK Holdings, Inc.
The Grantee shall deposit with the Company a stock power, or powers, executed in
blank and sufficient to reconvey the Restricted Shares to the Company upon any
forfeiture of the Restricted Shares, in accordance with the provisions of this
Agreement. Stock certificates for vested Shares, without the above legend,
shall be delivered to an account in the name of the Grantee with the Designated
Broker as soon as practicable after such Shares cease to be Restricted Shares,
but delivery may be postponed for such period as may be required for the Company
with reasonable diligence to comply if deemed advisable by the Company, with
registration requirements under the Securities Act of 1933, listing requirements
under the rules of any stock exchange, and requirements under any other law or
regulation applicable to the issuance or transfer of the Shares, and the Grantee
will not transfer the vested Shares from his or her account with the Designated
Broker to the Grantee or the Grantee's designee until the Required Withholding
with respect to such Shares has been satisfied pursuant to Section 10(b) below
and the Blackout Period has expired.
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7. Nontransferability. This Agreement and all rights hereunder are
nontransferable and nonassignable by the Grantee, other than by the last will
and testament of the Grantee or the laws of descent and distribution, unless the
Company consents thereto in writing. Any transfer or attempted transfer except
pursuant to the preceding sentence shall be null and void and of no effect
whatsoever.
8. Plan Terms Incorporated. The terms contained in the Plan are
incorporated into and made a part of this Agreement, including without
limitation the antidilution provisions of Section 5.2 of the Plan, and this
Agreement shall be governed by and construed in accordance with the Plan.
9. No Implied Rights or Obligations. Nothing in this Agreement shall
interfere with or limit in any way the right of the Company to terminate the
Grantee's employment with the Company or any of its Subsidiaries at any time,
nor confer upon the Grantee any right to continue as an employee of the Company
or any of its Subsidiaries.
10. Tax Matters.
(a) The Grantee may make an election to be taxed upon the grant of his or
her Shares under Section 83(b) of the Internal Revenue Code of 1986, as amended.
To effect such election, the Grantee must file an appropriate election with the
Internal Revenue Service within thirty (30) days after the grant of the Shares
and otherwise in accordance with applicable Treasury Regulations.
(b) The Grantee shall be required to pay or reimburse the Company for any
taxes or other amounts that the Company determines are required to be withheld
under federal, foreign, state or local law in connection with the grant of the
Shares or the lapse of the restrictions imposed under Section 2 above (the
"Required Withholding"). The Grantee may satisfy the Required Withholding by
either (i) delivering a check to the Company for the full Required Withholding,
(ii) authorizing the sale, through the Designated Broker, of a number of vested
Shares having an aggregate value as of the date(s) of sale equal to the Required
Withholding, or (iii) a combination of such methods. Due to fluctuations in
demand for the Company's stock in the securities markets, the Designated Broker
may have to sell the vested Shares in a series of transactions over a period of
days or weeks. The number of vested Shares that will ultimately be sold to
satisfy the Required Withholding will depend upon the price of the Company's
stock on the actual sale date(s). The Designated Xxxxxx will remit the net
proceeds of any such sale to the Company in an amount equal to the Required
Withholding, and any proceeds from the sale of a fractional share in excess of
the Required Withholding will be deposited into the brokerage account of the
Grantee with the Designated Broker. The Grantee will pay the brokerage fees of
the Designated Broker in connection with such sales as well as any other costs
of sale. The obligations of the Company under this Agreement will be
conditioned on such payment of the Required Withholding, and the Company and its
Subsidiaries will, to the extent permitted by law, have the right to deduct any
unpaid Required Withholding from any payment of any kind otherwise due to the
Grantee, including without limitation salary and/or bonus.
11. Amendment. This Agreement may not be amended except by a writing
signed by the Company and the Grantee.
12. Heirs and Successors. Subject to Section 7 above, this Agreement and
all terms and conditions hereof shall be binding upon the Company and its
successors and assigns, and upon the Grantee and his heirs, legatees and legal
representatives.
13. Severability. The provisions of this Agreement, and of each separate
section and subsection, are severable, and if any one or more provisions may be
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions, and any unenforceable provisions to the extent
enforceable, shall nevertheless be binding and enforceable.
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14. Notices. All notices, requests and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given and received when delivered in person, when delivered by overnight
delivery service, or three (3) business days after being mailed by registered or
certified mail, postage prepaid, return receipt requested, to the following
addresses (or to such other address as one party may from time to time designate
in writing to the other party hereto):
If to the Company: PTEK Holdings, Inc.
0000 Xxxxxxxxx Xxxx, X.X.
The Lenox Building, Suite 600
Atlanta, Georgia 30326
Attn: Director of Stock Management
or any other address designated by the Company in a written notice to the
Grantee. Notices to the Grantee will be directed to the address of the Grantee
then currently on file with the Company, or at any other address given by the
Grantee in a written notice to the Company.
15. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Georgia.
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IN WITNESS WHEREOF, PTEK Holdings, Inc., acting by and through its duly
authorized officers, has caused this Agreement to be executed, and the Grantee
has executed this Agreement, all as of December 28, 2001.
PTEK HOLDINGS, INC.
By: _______________________
Xxxxxxx X. Xxxxx
Executive Vice President
I hereby accept the grant of Shares in accordance with and subject to the
terms and conditions set forth above.
I agree that any Shares received by me hereunder will not be sold or
otherwise disposed of by me except in a manner in compliance with applicable
securities laws.
GRANTEE:
________________________________
[Name]
Number of Shares: ______________
Schedule A
to Restricted Stock Award Agreement
First Name Last Name SSN or ID:
Address
City, State Zip
Country
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Restricted
Shares: To
Grant or Option Options Options Restricted follow vesting Total
Option Repricing Exercise Options Vested on Unvested on Shares: To vest of tendered Restricted
Number Date Price Outstanding 12/28/01 12/28/01 on 12/29/01 options Shares
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TOTALS:
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Restricted Shares are subject to a blackout period ending December 28, 2002, as
described in the Offer to Purchase.
Page 1 of 2
Schedule A
to Restricted Stock Award Agreement
First Name Last Name SSN or ID:
Address
City, State Zip
Country
Post-Exchange Vesting Schedule
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Option#: Option#: Option#: Option#: Option#:
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Vest Date # Shares Vest Date # Shares Vest Date # Shares Vest Date # Shares Vest Date # Shares
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Total Shrs: Total Shrs: Total Shrs: Total Shrs: Total Shrs:
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Option#: Option#: Option#: Option#: Option#:
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Vest Date # Shares Vest Date # Shares Vest Date # Shares Vest Date # Shares Vest Date # Shares
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Total Shrs: Total Shrs: Total Shrs: Total Shrs: Total Shrs:
Page 2 of 2
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ASSIGNMENT OF INVESTMENT SECURITY (STOCK POWER)
(Separate from Instrument)
FOR VALUE RECEIVED, the undersigned does hereby sell, assign, transfer and
deliver herewith the following described investment security, registered in the
name of the undersigned on the books of the issuer thereof, unto PTEK Holdings,
Inc., a Georgia corporation.
DESCRIPTION OF INVESTMENT SECURITY
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Name of Issuer: PTEK Holdings, Inc., a Georgia corporation
Class of Security: Common Stock
Certificate No. _______________________
Number of Shares: _____________________
The undersigned does hereby irrevocably constitute and appoint the
Secretary of the issuer attorney-in-fact to transfer the above described
investment security, with full power of substitution and transfer, and the
undersigned does hereby direct Transfer Agent thereof to cancel and release
registration in the name of the undersigned.
Date: ___________________, _______
Signature: ____________________________
(Signature must correspond with name
as registered and written on the above
investment security.)
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