NIC INC. 2006 AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN Restricted Stock Agreement
Exhibit
4.3
NIC
INC. 2006 AMENDED AND RESTATED
STOCK
OPTION AND INCENTIVE PLAN
The
Company seeks to provide a means by which the Company, through the grant of
the
Shares to the Grantee, may retain the Grantee's services and motivate the
Grantee to exert his or her best efforts on behalf of the Company and any
Affiliate;
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:
1. Grant
of Restricted Stock.
NIC Inc., a Colorado corporation (the “Company”), hereby grants to
_______________________ (“Grantee”), as of ___________20__ (the “Grant Date”)
____________ shares of the Company's no par value Common Stock (the “Shares”),
subject to the restrictions, terms, conditions and other provisions of this
Restricted Stock Agreement (the “Agreement”) and of the NIC Inc. 2006 Amended
and Restated Stock Option and Incentive Plan (the “Plan”), which restrictions,
terms, conditions and other provisions are incorporated herein by this
reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Agreement.
A
certificate for the Shares granted pursuant to this Agreement will be issued
to
Grantee following the lapse of all restrictions and the compliance with all
terms and conditions set forth in this Agreement and the Plan (subject to any
adjustment to the number of Shares as provided in Section 3 hereof).
Notwithstanding the foregoing, in the event of separation or termination of
the
Grantee's employment with the Company for any reason, including as a result
of
the Grantee's retirement, death or disability, all unreleased, restricted Shares
shall be forfeited upon such separation or termination.
2. Restrictions.
(a) No
Shares shall be released from restrictions until the anniversary of the Grant
Date specified on Exhibit
A
and compliance with any other conditions specified on Exhibit
A
of this Agreement, subject to earlier release pursuant to the terms of this
Agreement (the “Release Date”).
(b) From
the date of this Agreement until the Release Date, Grantee shall not sell,
assign, exchange, transfer, pledge, hypothecate or otherwise dispose of or
encumber any of the Shares.
3. Terms
and Conditions.
(a) Adjustments
in Event of Change in Common Stock.
If any change is made in the Shares, without the receipt of consideration by
the
Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend,
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dividend
in property other than cash, stock split, liquidating dividend, combination
of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the number of Shares
will be appropriately adjusted in the class(es) and number of shares and price
per share of stock of those subject Shares in such manner as the Board may
deem
equitable to prevent substantial dilution or enlargement of the rights granted
to the Grantee; provided, however, that no such adjustment shall cause the
Company to issue a fractional share. Such adjustments shall be final,
binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a transaction not involving the receipt
of
consideration by the Company.)
(b) Sale
of the Company.
In the event of a dissolution, liquidation or sale of all or substantially
all
of the assets of the Company, or that the Company is not the surviving
corporation in any merger, consolidation, or reorganization, then any Shares
not
otherwise fully vested, shall automatically accelerate immediately prior to
the
effective date of the transaction and shall become vested in full at that time.
No such acceleration, however, shall occur if and to the extent: (i) this
Agreement is, in connection with the transaction, assumed by the successor
corporation (or parent thereof), or (ii) the Shares are replaced with a cash
incentive program of the successor corporation which preserves the Fair Market
Value of the Shares at the time of the transaction and provides for subsequent
pay-out in accordance with the vesting schedule set forth on Exhibit
A.
(i) Immediately
following the effective date of the transaction, this Agreement shall terminate
and cease to be outstanding, except to the extent assumed by the successor
corporation (or parent thereof) in connection with the transaction.
(ii)
If this Agreement is assumed in connection with the transaction, then the Board
shall appropriately adjust the number of shares and the kind of shares or
securities covered by this Agreement immediately after such
transaction.
(iii) This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure
or
to merge, consolidate, dissolve, liquidate, sell or transfer all or any part
of
its business or assets.
(c) Rights
as a Shareholder. Subject
to the terms of this Agreement, the Grantee shall have all the rights and
privileges of a shareholder of the Company while the Shares are subject to
stop-transfer instructions, or otherwise held in escrow, including the right
to
vote and to receive dividends (if any).
(d) No
Rights to Continued Relationship.
The Shares shall not confer upon the Grantee any right with respect to
continuance of employment by the Company or by an Affiliate, nor shall it
interfere in any way with the right of his or her employer to terminate his
or
her employment at any time.
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The
Shares shall not confer upon the Grantee any right with respect to continuance
of a directorship of the Company or of an Affiliate, nor shall it interfere
in
any way with the right of the shareholders to remove him or her as a director
at
any time.
The
Shares shall not confer upon the Grantee any right with respect to continuance
of any consulting arrangement with the Company or any Affiliate, nor shall
it
interfere in any way with the right of the Company or an Affiliate, as the
case
may be, to terminate any such arrangement.
(e) Compliance
with Other Laws and Regulations.
This Agreement and the obligation of the Company to sell and deliver Shares
hereunder, shall be subject to all applicable federal and state laws, rules,
and
regulations, and to such approvals by any government or regulatory agency as
may
be required. The Company shall not be required to issue or deliver any
certificates for Shares prior to the completion of any registration or
qualification of such Shares under any federal or state law, or any rule or
regulation of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable.
To
the extent applicable, it is intended that this Agreement and the Plan comply
with the provisions of Section 409A of the Code. This Agreement and the Plan
shall be administered in a manner consistent with this intent, and any provision
that would cause this Agreement or the Plan to fail to satisfy Section 409A
of
the Code shall have no force or effect until amended to comply with Section
409A
of the Code (which amendment may be retroactive to the extent permitted by
Section 409A of the Code and may be made by the Company without the consent
of
the Grantee).
(f) Withholding
Taxes.
The Grantee agrees to make appropriate arrangements with the Company or
Affiliate, as the case may be, for the satisfaction of all federal, state and
local income and employment tax withholding requirements applicable to the
lapse
of restrictions on the Shares. No certificates representing Shares will be
delivered until the Grantee has made acceptable arrangements for these
withholding requirements.
4. Investment
Representation.
The Company may require that the Grantee furnish to the Company, as a condition
of acquiring stock hereunder, (a) written assurances satisfactory to the
Company, or counsel for the Company, as to the Grantee’s knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company, or counsel for the
Company, who is knowledgeable and experienced in financial and business matters,
and that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of acquiring the Shares; and
(b) written assurances satisfactory to the Company, or counsel for the
Company, stating that the Grantee is acquiring the stock for the Grantee’s own
account and not with any present intention of selling or otherwise distributing
the stock. The Company may (a) restrict the transferability of the
stock and require a legend to be endorsed on the certificates representing
such
stock, as appropriate to reflect resale restrictions, if any, imposed by the
Board or as appropriate to comply with any applicable state or federal
securities laws, rules or regulations; and (b) condition the issuance and
delivery of stock upon the listing, registration or qualification of such stock
upon a securities exchange or quotation system or under applicable securities
laws.
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The
foregoing requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (a) the issuance of stock has been registered under
a then currently effective registration statement under the Securities Act,
or
(b) as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances
under
the then applicable securities laws. The Company may, upon advice of
counsel to the Company, place legends on stock certificates as such counsel
deems necessary or appropriate in order to comply with applicable securities
laws, including, but not limited to, legends restricting the transfer of the
stock.
5. Grantee
Bound by the Plan.
The Grantee agrees to be bound by all the terms and provisions of the
Plan. To the extent that the terms of this Agreement are inconsistent with
the terms of the Plan, the terms of the Plan shall govern. The captions
used in this Agreement, and the Plan are inserted for convenience and shall
not
be deemed a part of the Agreement for construction or
interpretation.
6. Governing
Law. This
Agreement and the Plan shall be construed in accordance with the laws of the
State of Colorado, without regard to the conflict of laws
principles.
7. Notices.
Any notice to the Company or the Board that is required to be made under the
terms of the Agreement or under the terms of the Plan shall be addressed to
the
Company in care of its president at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇. Any notice that is required to be
made to the Grantee under the terms of the Agreement or under the terms of
the
Plan shall be addressed to him or her at the address indicated below:
__________________________
__________________________
__________________________
unless
the Grantee notifies the Company of his or her address change in writing as
provided in this Section 7 in which case the notice shall be addressed to the
Grantee at his or her new address. A notice under this Section 7 shall be deemed
to have been given or delivered upon personal delivery or upon deposit in the
United States mail, by registered or certified mail, postage prepaid and
properly addressed as provided in this Section 7.
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