DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC. RESTRICTED STOCK UNIT AGREEMENT
Exhibit 10.8
DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC.
WHEREAS, Diamond Management & Technology Consultants, Inc., a Delaware corporation (the
“Company”), has adopted the Diamond Management & Technology Consultants, Inc. 2000 Stock Option
Plan, as amended from time to time, and incorporated herein (the “Plan”), which provides for,
among other things, the grant of restricted stock units to employees of the Company as selected by
the Committee representing shares of $.001 par value common stock of the Company;
WHEREAS, the individual designated on the attached “Notice of Grant of Restricted Stock Units”
(the “Recipient”) has been selected by the Committee to receive Restricted Stock Units in
accordance with the provisions of the Plan indicated on the Notice of Grant of Restricted Stock
Units; and
WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the
Restricted Stock Units.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
herein contained and as an inducement to the Recipient to begin employment with the Company or to
continue as an employee of the Company, the parties hereto hereby agree as follows:
1. Definitions.
All capitalized terms used herein shall have the same meanings as are ascribed to them in the
Plan, unless expressly provided otherwise in this Agreement.
“Agreement” means this Restricted Stock Unit Agreement.
“Committee” means the Company’s Management Committee, as constituted from time to
time.
“Date of Grant” means the date the Restricted Stock Unit award is granted, as set forth in the
Notice of Grant.
“Disability” means any medically determinable physical or mental impairment which
prevents the Recipient from engaging in any substantial gainful activity and which can be
expected to result in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months. Disability shall be determined by the Committee based
upon medical reports and other evidence satisfactory to the Committee.
“Employee” means an employee of the Company.
“Notice of Grant” means the “Notice of Grant of Restricted Stock Units” attached
hereto and incorporated herein by reference.
“Restricted Stock Units” means the grant of units representing Stock of the Company.
Upon vesting of the Restricted Stock Units, one share of Stock is issued for each Restricted
Unit that vests in accordance with the terms of this Agreement and the Notice of Grant.
“Partner” means the internal company designation for such position.
“Partner Compensation Program” means the Diamond Management & Technology Consultants,
Inc. Partner Compensation Program dated April 1,2007, as amended from time to time.
“Separation from Service” means separation from service as defined in Section 409A of
the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Specified Employee” means specified employee as defined in the Company’s Policy for
Identifying Specified Employees.
“Stock” means the $.001 per share par value common stock of the Company.
“Vest Date” means the date upon which the Restricted Stock Unit becomes vested, as set
forth in the Notice of Grant.
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2. Grant of Restricted Stock Units.
The Committee hereby awards to the Recipient the Restricted Stock Units, on the terms and
conditions set forth herein and subject in all respects to the terms and provisions of the Plan
and the Notice of Grant, which terms and conditions are incorporated herein by reference.
3. Restrictions on Transfer.
The Restricted Stock Units may not be transferred, assigned, pledged or hypothecated in any
way and will not be subject to execution, attachment or similar process, except by will or under
the laws of descent and distribution.
4. Vesting of Restricted Stock Units.
(a) The Restricted Stock Units will be replaced with Stock issued by the Company only
upon and after the Vest Date.
Shares of Stock shall be issued as soon as administratively possible following the Vest
Date or death, Disability or retirement as provided
in section 4(c), but in no event later than 60 days following such event.
Notwithstanding the foregoing, if Recipient is a Specified Employee
and vesting is accelerated pursuant to section 4(c) upon the Recipient’s retirement,
payment will be made six months from Separation from
Service.
(b) The Recipient’s vesting rights herein are predicated upon the Recipient’s continuous
employment with the Company
from the Date of Grant to the Vest Date. Except as provided below, no portion of this
Restricted Stock Unit award shall vest after the date
the Recipient ceases to be an Employee for any reason, and any unvested portion of the
Restricted Stock Unit award in such case shall be
canceled as of that date.
(c) Notwithstanding anything to the contrary in this Agreement or the Notice of Grant,
if the Recipient dies or suffers a
Disability prior to a Vest Date, and the Recipient was an Employee at the time of such
death or Disability, or if the Recipient retires at or
after: (i) age 62, or (ii) age 50 where such Partner shall have been a Partner for at
least five consecutive years, the unvested portion of this
Restricted Stock Unit award shall automatically vest on the date of such death,
Disability or retirement. Notwithstanding the foregoing,
accelerated vesting pursuant to this section in the case of retirement as a Partner
shall only apply to the unvested Equity or Shares
granted during the 36 months prior to the retirement date multiplied by a fraction, the
numerator of which is the number of months elapsed
between the date of grant and the retirement date, and the denominator is 36.
5. Acceptance of Grant.
The Recipient is required to accept the grant upon receipt and review of the grant
documentation by promptly returning a signed copy of this Agreement to the Company within 30 days
of receipt of the grant documentation. Grants shall not be effective nor any rights exercisable
until the Company has received an executed copy of this Agreement evidencing that the grant has
been accepted. The Committee may cancel any grant not accepted within 180 days of receipt of the
grant documentation.
6. Modification of Restricted Stock Units.
At any time and from time to time the Committee may modify, extend or renew the Restricted
Stock Units granted hereunder, provided that no such modification, extension or renewal shall
impair in any respect the benefit of the Restricted Stock Units to the Recipient without the
consent of the Recipient.
7. Stockholder Rights.
The Recipient shall have none of the rights of a stockholder with respect to the Restricted
Stock Units until the Company has issued Stock in lieu of the Units upon the vesting of such Units
and such Stock has been duly recorded on the stock transfer books of the Company. The certificates
representing the Stock issued in lieu of the Restricted Stock Units shall bear the legends
provided in the Partner Compensation Program, if a partner, and any other required legends.
8. Other Documents.
The Recipient acknowledges receipt of copies of the Plan and the Partner Compensation
Program, if a Partner, and agrees to all of the respective terms, conditions, restrictions and
limitations contained therein.
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9. Continued Employment.
The granting of this Restricted Stock Unit award is neither a contract nor a guarantee of
continued employment; employment is and always will be on an at will basis. The granting of this
Restricted Stock Unit award is a one-time discretionary act and it does not impose any obligations
to offer future stock grants or awards.
10. Personal Data.
In order to grant Restricted Stock Units to you, the Company may have had to and may continue
to process your personal data that it currently has on record and/or data it may obtain from you
in the future. Additionally, the Company may have had to and may continue to transfer
(electronically or otherwise) such personal data to other Diamond Management & Technology
Consultants, Inc. entities for processing in connection with the granting of Restricted Stock
Units. Such transfer of personal data may be to other Diamond Management & Technology Consultants,
Inc. entities outside of your country, and where necessary, may be further transferred to other
Diamond Management & Technology Consultants, Inc. subsidiaries or to outside service providers
(such as brokers). Your personal data will be treated as private and confidential and will only be
used to the extent necessary in relation to the Restricted Stock Unit award and to comply with any
applicable legal, regulatory, tax or accounting requirements. In accordance with the requirements
of data protection legislation, your own personal data will be made available to you and in the
event such data are incorrect, you may ask for its rectification upon written request. Employees
wishing to exercise any such right of access and rectification should contact the Human Resources
department in Chicago.
By signing this Agreement you are acknowledging receipt of this notification and you are
consenting to the processing and transfer of your personal data as described above. If you
withhold your consent to the transfer and processing of your personal data, the Company will not
be able to grant you the Restricted Stock Units.
11. Notices.
All notices by one party to the other under this Agreement shall be in writing. Any notice
under this Agreement to the Committee or to the Company shall be addressed to the Company at Suite
3000, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and any notice to the Recipient shall be
addressed to the Recipient at the address listed in the records of the Company. If mailed by
United States mail, properly addressed and proper postage prepaid or if sent by recognized
overnight courier service, notice shall be effective on the date of mailing or delivery to such
courier. If served personally, notice shall be effective as of the date of delivery to the address
of the party to whom the notice is addressed. If the effective date as provided above is not a
business day, the effective date shall be the next regular business day. Either party may at any
time notify the other in writing of a new address for service of notice upon that party.
12. Severability.
If any provision of this Agreement for any reason should be found by any arbitrator or court
of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such
declaration shall not affect the validity, legality, or enforceability of any remaining provision
or portion hereof, which remaining provision or portion shall remain in full force and effect as
if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion
eliminated.
13. Agreed Forum.
All acts required to be performed by the Recipient hereunder shall be deemed to be performed
in Chicago, ▇▇▇▇ County, Illinois, and the Recipient hereby submits to the jurisdiction of any
state or Federal court located in Chicago, Illinois and waives any and all objections to the
jurisdiction of such courts and the venue of any action brought therein.
14. Arbitration.
In the event of a dispute relating to this Agreement, the parties agree to attempt in good
faith to resolve the dispute among themselves. If this is unsuccessful, the parties shall attempt
to mutually agree on an alternative dispute resolution mechanism. If the parties cannot so agree on
an alternative dispute resolution mechanism, then the parties shall submit this dispute to binding
arbitration under the Commercial Rules of the American Arbitration Association. The parties shall
each bear one-half (1/2) of the costs of the alternative dispute resolution mechanism.
In the event arbitration is chosen, each party shall select an arbitrator of its choice
within 20 days of the giving or receipt of notice of arbitration. The two, in turn, shall choose a
third presiding arbitrator. If the two shall be unable to agree upon the presiding arbitrators or
if any party fails or refuses to appoint an arbitrator, the appointing authority shall have the
power to make an appointment.
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The award of the arbitrators, which shall be in writing and furnished within thirty days of
the last day of the hearing, shall be final and binding upon the parties and neither party shall
appeal the award to any court. Judgment for enforcement of the award of the arbitrators may be
entered in any court having jurisdiction thereof. The parties acknowledge that this provision and
any award rendered pursuant to it shall be governed by the federal Uniform Arbitration Act.
15. Equitable Relief.
The Company shall be entitled to enforce the terms and provisions of this Agreement by an
action for injunction or specific performance or an action for damages or all of them, or may be
made the subject of the arbitration proceedings described in the preceding section.
16. Applicable State Law.
This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day of
,
200 .
RECIPIENT:
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THE COMPANY: | |||
| Diamond Management & Technology Consultants, Inc. | ||||
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| President and Chief Executive Officer | ||||
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