COSTAR GROUP, INC. FORM OF RESTRICTED STOCK AGREEMENT
Exhibit
10.10
¨ Participant’s
Copy
¨ Company’s
Copy
COSTAR
GROUP, INC.
FORM
OF RESTRICTED STOCK AGREEMENT
2007
STOCK INCENTIVE PLAN
FRENCH
SUB-PLAN
To: «Name»
CoStar
Group, Inc. (the “Company”) has granted you an
award of Restricted Stock under the French Sub-Plan (the “French Sub-Plan”) of the
CoStar Group, Inc. 2007 Stock Incentive Plan (the “US Plan”), as amended from
time to time (together, the “Plan”), on the terms and
conditions set forth below. This grant of Restricted Stock is
intended to qualify for the favorable tax and social security treatment in
France applicable to shares granted for no consideration under
Sections L. 000-000-0 to L. 000-000-0 of the French Commercial
Code, as amended (“French-Qualified Restricted
Stock”). Capitalized terms used herein, but not otherwise
defined, shall have the meanings ascribed in the French Sub-Plan.
1. Grant of Restricted
Stock. The Company hereby grants to you the right (the “Stock Grant”) to receive [_________
(______)] shares (the “Shares”) of common shares of
the Company (the “Common
Shares”) free of charge, subject to the terms and conditions set forth
below. The Date of Grant is [_________, 20__] (the “Date of Grant”).
2. Governing
Plan. This Stock Grant is subject in all respects to the
applicable provisions of the Plan, a copy of the current form of which is
attached, except as otherwise noted. By signing this agreement (the
“Agreement”), you
acknowledge that you have received and read the Plan. This Agreement
incorporates the Plan by reference and specifies other applicable terms and
conditions. All capitalized terms not defined by this Agreement have
the meanings given in the Plan. Whenever a conflict may arise between
the terms of this Agreement and the terms of the Plan, the terms of the Plan
shall control.
3. Vesting. The
schedule on which the Shares shall become non-forfeitable and vested is as
follows:
a.
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[Insert Vesting
Schedule];
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.
b.
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Notwithstanding
anything to the contrary in the Plan, you will not have any rights to
dividends nor voting rights with respect to unvested
Shares. With respect to vested Shares, subject to the
provisions of the Plan and this Agreement, you shall have all of the
powers, preferences, and rights of a holder of Common Shares, including
the right to vote the Shares and the right to dividends and other
distributions, if any. You agree and understand that nothing
contained in this Agreement provides, or is intended to provide, you any
protection against potential future dilution of your stockholder interest
in the Company for any reason, except as otherwise stated within the
Plan. Any stock dividends paid in respect of any vested portion
of the Shares will be subject to the same restrictions and other terms and
conditions that apply to all Common Shares for which such stock dividends
are issued.
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c.
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If
your service as a [insert title] of [Grecam S.A.S.] [Insert appropriate entity
name] is terminated, the Stock Grant shall immediately terminate
and be cancelled to the extent it is not vested on the date of your
termination, and any Shares subject to this Agreement which have not
vested on or before that date shall be forfeited without the payment of
any additional consideration. [For the avoidance of doubt, the
foregoing shall be without prejudice to the separate cash payments
provided under Section 8 of that certain Grecam – Director’s Remuneration
Proposal, among Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxx and CoStar Limited, dated
December 21, 2006, as amended.] [Insert last sentence, if
applicable.]
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4. Transfer
Restrictions. You shall not be permitted to sell, transfer,
hypothecate, pledge or otherwise dispose of any Restricted Stock:
a.
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prior
to the expiration of a two-year period running from the applicable Vest
Date, or such other period as the Compensation Committee of the Company’s
Board of Directors (or other administrator of the Plan, the “Plan
Administrator”) informs you is required to comply with the minimum
mandatory holding period under Section L. 000-000-0 of the
French Commercial Code as amended, as applicable to employees or managing
directors of subsidiaries of issuers of French-Qualified Restricted
Stock.
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This
minimum holding period shall be deemed to have been complied with if, as a
result of a merger, spin-off, tender-offer, split-off or similar reorganization
of the Company, you receive shares in exchange for vested Restricted Stock, and
you hold such shares for the unexpired balance of the holding period which was
applicable to the Restricted Stock exchanged; and
b.
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during
any Blackout Period, which shall mean the
periods
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(i) from the
tenth (10th) trading day preceding through the tenth (10th) trading day
following the date on which the consolidated accounts or annual corporate
accounts of the Company are made public, and from the date on which the
governing bodies of the Company have knowledge of information which, if made
public, could have a significant impact on the market price of the Common Shares
through the tenth (10th) trading day after such information has been made
public; or
(ii) or such
other black-out periods applicable to the sale of Common Shares of the Company
under US xxxxxxx xxxxxxx legislation or imposed by the Company.
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You may
not assign or transfer the Stock Grant to anyone other than by will or the laws
of descent and distribution until the Shares become vested in accordance with
Section 3 hereof and the Restricted Stock has met the holding period requirement
set forth in Section 4. a. above. Any attempt to sell, transfer,
hypothecate, pledge or otherwise dispose of any Restricted Stock or the Stock
Grant in violation of this Section 4 shall be null and void.
5. Procedure for Recording of
Stock Grant and Issuance of Certificates for Vested
Shares. This Stock Grant shall be recorded in your name in an
account with the Company but Common Shares shall not be issued to, nor title
recorded in your name until the Vest Date. Following the Vest Date,
certificates representing Shares which have vested shall be issued in your name
provided, that (a) you have complied with any requests for representations under
the Plan; (b) the Company has received proof satisfactory to the Company that a
person seeking to receive the Shares after your death or disability, if
applicable, is authorized and entitled to receive the Shares; and (c) you have
satisfied your Withholding Obligations (as defined below). However, for the
period during which such Shares shall be subject to transfer restrictions
described in Section 4. a. above, the certificates shall remain in the custody
of the Company or its transfer agent, or be held in such other manner as the
Company may otherwise determine in order to ensure compliance with the minimum
holding periods specified above and under applicable French law. Notwithstanding
the foregoing, the Company, in its sole discretion, may also use alternatives to
issuing physical stock certificates, such as “book entry only”
recordation. At your request, the Plan Administrator shall
provide, or shall ensure that the Company or its transfer agent provides, you
with written evidence of your ownership of the Shares which have
vested.
The
Company will round down any fractional Shares but will not make any cash or
other payments in settlement of fractional shares eliminated by
rounding. If the Stock Grant has not then fully vested, the Company
will carry forward the fractional Shares rather than eliminating
them.
6. Death or
Disability.
Upon
written request from your heirs within six months of your date of death, in a
form satisfactory to the Company, the Company shall transfer any vested
Restricted Stock, and at the sole discretion of the Plan Administrator to the
extent such discretion is permitted by French law for French-Qualified
Restricted Stock, any unvested Restricted Stock under this Stock Grant to your
heirs, who shall not be required to comply with any further vesting conditions
or restrictions on the sale of such Shares, unless compliance is required for
French-Qualified Restricted Stock treatment under French law as
amended.
In the
event you become disabled as defined within the second or third categories of
disability defined in Article L341-4 of the French Code of Social Security, the
rules set forth in the preceding paragraph with respect to your death shall
apply mutatis mutandis
as of the date of disability.
7. Compliance with Securities
Laws. Upon the acquisition of any Shares pursuant to this
Agreement, you shall enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with
applicable securities laws or this Agreement. Nothing herein
obligates the Company to register or qualify the Shares pursuant to any French
or U.S. federal or state securities laws.
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8. Compliance with
Laws. Notwithstanding any of the other provisions hereof, you
agree that the Company will not be obligated to issue any Shares pursuant to
this Agreement, if issuing the Shares would violate any provision of any law or
regulation of any governmental authority. Notwithstanding anything to
the contrary in Section 5, the certificates representing the Common Shares
issued pursuant to this Agreement will be stamped or otherwise imprinted with
legends in such form as the Company may require with respect to any applicable
restrictions on sale or transfer.
9. Withholding of Tax and
Social Security Contributions.
a.
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You
understand and agree that the Company has not advised you regarding your
income tax or social security contribution liability in connection with
the grant or vesting of the Shares. You understand that you
(and not the Company) shall be solely responsible for your own tax and
social security contribution liability that may arise as a result of the
transactions contemplated by this Agreement. The grant and
vesting of the Shares shall be subject to all applicable income tax and
social security contribution withholdings. The Company may
refuse to release the restriction on any Shares to you until you satisfy
all applicable tax and social security contribution withholding
obligations applicable to you (“Withholding Obligations”). You
acknowledge that the Company has the right, in its discretion, to deduct
and retain without notice from shares issuable upon vesting of the Shares
(or any portion thereof) or, unless otherwise determined by the Plan
Administrator, from director’s fees or other amounts payable to you,
shares or cash having a value sufficient to satisfy the Withholding
Obligations.
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b.
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To
the extent required by applicable French or U.S. federal, state, or local
law, you shall make arrangements satisfactory to the Company in its sole
discretion for the satisfaction of any Withholding Obligations that arise
by reason of vesting of the Shares or disposition of shares issued as a
result of such vesting. By accepting the Stock Grant, you agree
that, unless and to the extent you have otherwise satisfied your
Withholding Obligations in a manner permitted or required by the Plan
Administrator pursuant to the Plan, the Company is authorized (but not
required) to deduct and retain without notice from the Shares in respect
of the vested portion of the Shares the whole number of shares (rounding
down) having a Fair Market Value on the vesting date or, if not a trading
day, the first trading day before the vesting date (as determined by the
Company consistent with any applicable tax requirements) sufficient to
satisfy the applicable Withholding Obligations. If the withheld
shares are not sufficient to satisfy the Withholding Obligations, you
agree to pay to the Company as soon as practicable, by cash or check or,
unless otherwise determined by the Plan Administrator, deducted from
amounts payable to you, any amount of the Withholding Obligation that is
not satisfied by the withholding of Shares described
above. Furthermore, the Company shall have the right to deduct
and withhold any such applicable taxes from, or in respect of, any
dividends or other distributions paid on or in respect of the vested
Common Shares comprising the
Shares.
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c.
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You
are ultimately liable and responsible for all taxes and social security
contributions owed by you in connection with the Shares, regardless of any
action the Company takes or any transaction pursuant to this Section 9
with respect to any Withholding Obligations that arise in connection with
the Shares. The Company makes no representation or undertaking regarding
the tax treatment of the grant, issuance, or vesting of the Shares or the
subsequent sale of any of the Shares acquired upon vesting of the Shares.
The Company does not commit and is under no obligation to structure the
Common Shares to reduce or eliminate your tax liability[, and none of the
Company or any of its affiliates has any further obligations under the
second paragraph of Section 7 of that certain Grecam – Directors’
Remuneration Proposal, among Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxx and CoStar
Limited, dated December 21, 2006]. [Insert last clause, as
applicable.]
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10. Extraordinary Corporate
Transactions. You understand and agree that the existence of
this Stock Grant will not affect in any way the right or power of the Company or
its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company’s capital structure or its
business or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred or other stocks with preference ahead of or
convertible into, or otherwise affecting the Common Shares or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
11. Data
Protection. By entering into
this Agreement and accepting the Stock Grant, you (a) explicitly and
unambiguously consent to the collection, use and transfer outside the
European Union, in electronic or other form, of any of your personal data
that is necessary to facilitate the implementation, administration and
management of the Stock Grant and the Plan, (b) understand that the
Company and [Grecam S.A.S.] [Insert appropriate entity
name] may, for the purpose of implementing, administering and
managing the Plan, hold certain personal information about you, including,
but not limited to, your name, home address and telephone number, date of
birth, social security number or other identification number, nationality,
job title, and details of all awards or entitlements to Common Shares
granted to you under the Plan or otherwise (“Data”), (c) understand
that Data may be transferred to any third parties, including outside the
European Union, assisting in the implementation, administration and
management of the Plan, including any broker with whom the Shares issued
upon vesting may be deposited, and that these recipients may be located in
your country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than your country; (d)
authorize the Company, its subsidiaries and its agents to store and
transmit such information in electronic form, (e) understand you may, at
any time, review the Data, request additional information about the
storage and processing of Data, request any necessary amendments to Data,
or refuse or withdraw your consent herein, in any case without cost to
you, by contacting the Company in writing, and (f) further understand that
refusing or withdrawing consent may affect your ability to participate in
the Plan.
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12. No Right to
Re-appointment. [Nothing in this Agreement restricts the
right of the Company or any of its affiliates to terminate your
appointment or fail to reappoint you as a mandataire social at
any time, with or without cause. The termination of your
appointment or failure to re-appoint you, whether by the Company or any of
its affiliates or otherwise, and regardless of the reason therefore, has
the consequences provided for hereunder, under the Plan and under any
applicable contractual agreement.] [Nothing in this Agreement
restricts the right of the Company or any of its affiliates to terminate
your employment at any time, with or without cause. The
termination of employment, whether by the Company or any of its affiliates
or otherwise, and regardless of the reason therefore, has the consequences
provided for hereunder, under the Plan and under any applicable employment
or severance agreement.] [Use applicable provision,
depending upon grantee’s position.]
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13. Language. If you have received
this Agreement or any other document related to the Plan or the Stock
Grant translated into a language other than English and if the translated
version is different than the English version, the English version will
control.
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14. Foreign Currency Exchange
Controls. To
the extent required by French law, you agree to declare in your personal income
tax return all foreign accounts holding shares issued pursuant to this Stock
Grant and to declare to the appropriate customs and excise authorities any cash
or securities derived from this Stock Grant that you import or export without
the use of a financial institution.
15. Resolution of
Disputes. As a condition of this Stock Grant, you, on behalf
of yourself, your heirs, successors and personal representatives (“you and your successors”),
agree that any dispute or disagreement which may arise hereunder shall be
decided by the Plan Administrator. You and your successors agree to
accept as binding, conclusive and final all decisions or interpretations of the
Plan Administrator concerning any questions arising under the Plan with respect
to the Stock Grant
16. General.
a.
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This
Agreement and the Plan constitute the entire understanding between you and
the Company regarding the Stock Grant. Any prior agreements,
commitments or negotiations concerning the Stock Grant are
superseded.
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b.
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The
laws of the State of Delaware will govern all matters relating to this
Agreement, without regard to the principles of conflict of
laws.
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c.
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Any
notice you give to the Company must be in writing and either
hand-delivered or mailed to the Corporate Secretary of the Company (or to
the Chief Financial Officer if either you would receive the notice or the
position is vacant). If mailed, it should be sent by certified
mail and be addressed to the foregoing executive at the Company’s then
corporate headquarters. Any notice given to you will be
addressed to you at your address as reflected on the personnel records of
the Company. You may change the address for notice by like
notice to the Company. Notice will be deemed to have been duly
delivered when hand-delivered, or, if mailed, two business days after such
notice is postmarked.
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d.
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In
the event that any provision of this Agreement is declared to be illegal,
invalid or otherwise unenforceable by a court of competent jurisdiction,
such provision shall be reformed, if possible, to the extent necessary to
render it legal, valid and enforceable, or otherwise deleted, and the
remainder of the terms hereunder shall not be affected except to the
extent necessary to reform or delete such illegal, invalid or
unenforceable provision.
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e.
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This
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective permitted heirs, beneficiaries, successors and
assigns.
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f.
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The
headings preceding the text of the sections hereof are inserted solely for
convenience of reference, and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or
effect.
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COSTAR
GROUP, INC.
By____________________________________
Name:
___________________________
Title:
____________________________
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ACKNOWLEDGMENT
I
acknowledge receipt of a copy of the attached Plan. I represent that
I have read and am familiar with the Plan’s terms. I accept the Stock
Grant subject to all of the terms and provisions of this Agreement and of the
Plan under which it is granted, as the Plan may be amended in accordance with
its terms. I agree to accept as binding, conclusive, and final all
decisions or interpretations of the Plan Administrator concerning any questions
arising under the Plan with respect to the Stock Grant.
Date: ________________ ________________________________________
Signature
of Stock Grantee
No
one may sell, transfer, or distribute this Stock Grant or the securities that
may be issued in connection with this Stock Grant without an effective
registration statement relating thereto or an opinion of counsel satisfactory to
the Company or other information and representations satisfactory to the Company
that such registration is not required.
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