TechTarget, Inc. Restricted Stock Unit Agreement Granted Under 2007 Stock Option and Incentive Plan
TechTarget,
Inc.
Granted Under 2007 Stock
Option and Incentive Plan
AGREEMENT
made as of this 18th day of December, 2007 between TechTarget, Inc., a
Delaware corporation (the “Company”), and Xxxxx
Xxxx (the “Participant”).
For
valuable consideration, receipt of which is acknowledged, the parties hereto
agree as follows:
1. Issuance of
RSUs. In consideration of services rendered or to be rendered
to the Company by the Participant, the Company has granted to the Participant,
subject to the terms and conditions set forth in this Agreement and in the
Company’s 2007 Stock Option and Incentive Plan (the “Plan”), 52,500
restricted stock units (the “RSUs”), each
representing the right to receive one share of common stock, $0.001 par value,
of the Company (“Common
Stock”). The shares of Common Stock that are issuable with
respect to the RSUs are referred to in this Agreement as “Shares”. The
Participant agrees that the RSUs shall be subject to the forfeiture provisions
set forth in Section 2 of this Agreement, the restrictions on transfer set
forth in Section 3 of this Agreement, and the distribution provisions set
forth in Section 4 of this Agreement and Appendix A attached
hereto.
2. Vesting. The
RSUs shall vest in accordance with the provisions of this Section 2 of the
Agreement. Notwithstanding anything herein to the contrary, if the
RSUs do not vest as set forth in this Section 2 or as otherwise provided in any
other agreement with the Company or any parent or subsidiary of the Company, the
RSUs shall automatically be forfeited to the Company.
(a) In the
event that the Participant ceases to be employed by the Company for any reason
or no reason, with or without cause, prior to December 18, 2011, any Unvested
RSUs (as defined below) shall be automatically forfeited to the
Company. “Unvested RSUs” means the total number of RSUs multiplied by
the Applicable Percentage at the time such RSUs are forfeited or such other
applicable measurement date. The “Applicable Percentage” shall be (i)
100% until December 18, 2008, (ii) less 25% for each year of employment
completed by the Participant with the Company from and after December 18, 2008,
and (iii) zero on or after December 18, 2011. The total number
of Unvested RSUs that become vested on each vesting date shall be referred to as
a “Vesting Tranche”.
(b) Notwithstanding
the terms of Section 2(a) above, in the event:
(1) of the
consummation a transaction resulting in a “change in control” of the Company
within the meaning of Section 409A of the Internal Revenue Code (“Section
409A”), all Unvested RSUs shall immediately and without further action be deemed
to be fully-vested; and
(2) of
termination of the Participant’s employment with the Company pursuant to Section
6(b), (c), (d) or (e) of the Amended and Restated Employment Agreement, by and
between the Company and the Participant (the “Employment Agreement”), or the
failure of the Company to extend the Employment Agreement following the
expiration of the then-current Term, the Unvested RSUs shall vest in accordance
with the terms of the Section 7(b)(iv) of the Employment Agreement.
Any RSUs
that become vested pursuant to this Section 2(b) shall be treated as a Vesting
Tranche and shall be distributed in accordance with Section 4
hereof.
(c) For
purposes of this Agreement, employment with the Company shall include employment
with a parent or subsidiary of the Company, or any successor to the
Company.
3. Restrictions on
Transfer.
(a) The
Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise
dispose of, by operation of law or otherwise (collectively “transfer”) any RSUs,
or any interest therein, until such RSUs have vested and the Shares issuable
with respect thereto have been distributed in accordance with Section 4 of this
Agreement.
(b) The
Company shall not be required (i) to transfer on its books any of the RSUs which
have been transferred in violation of any of the provisions set forth in this
Agreement or (ii) to treat as owner of such RSUs any transferee to whom such
RSUs have been transferred in violation of any of the provisions of this
Agreement.
4. Distribution of
Shares.
(a) Each
Vesting Tranche will be distributed by the Company to the Participant (or to the
Participant’s estate in the event that his death occurs after a vesting date but
before distribution of the corresponding Shares) on the earliest to occur of one
of the Permissible Events described in Section 4(b) below on which date (the
“Distribution Date”), the Participant (or his estate) shall become the owner of
the Shares for all purposes. Notwithstanding the foregoing, and
solely to the extent necessary to avoid the penalty provisions under Section
409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if the
Distribution Date occurs because of the termination of the Participant’s
employment and the Participant is deemed to be a “specified employee” as defined
under Section 409A, then the Distribution Date shall be the date that is six
months plus one day after the date of termination.
(b) For
purposes of this Agreement, “Permissible Event” shall be the occurrence of one
of the following: (i) the termination of the Participant’s employment
for any reason, (ii) the Participant becoming disabled within the meaning of
Section 409A, (iii) the death of the Participant, (iv) the occurrence of a
“change in control” of the Company within the meaning of Section 409A, and (v)
the date set forth on Appendix A attached
hereto for each such Vesting Tranche.
(c) Neither
the Company nor the Participant shall have any right to accelerate or defer
distribution of the Shares, except to the extent expressly permitted or required
by Section 409A.
(d) Notwithstanding
the foregoing, the Company shall not be obligated to issue to the Participant
the Shares upon the Distribution Date unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law and other legal
requirements including, without limitation, any applicable federal or state
securities laws and the requirements of any stock exchange upon which shares of
Common Stock may then be listed.
5. Provisions of the
Plan.
This
Agreement is subject to the provisions of the Plan, a copy of which is furnished
to the Participant with this Agreement.
6. Withholding
Taxes.
(a) The
Participant acknowledges and agrees that the Company has the right to deduct
from payments of any kind otherwise due to the Participant any federal, state,
local, provincial or other taxes of any kind required by law to be withheld with
respect to the issuance of the Shares to the Participant or the lapse of the
forfeiture provisions.
(b) The
Participant has reviewed with the Participant’s own tax advisors the federal,
state, local, provincial and other tax consequences of this investment and the
transactions contemplated by this Agreement. The Participant is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. The Participant understands that
the Participant (and not the Company) shall be responsible for the Participant’s
own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement.
7. Miscellaneous.
(a) No Rights to
Employment. The Participant acknowledges and agrees that the
vesting of the RSUs pursuant to Section 2 hereof is earned only by satisfaction
of the performance conditions and continuing service as an employee at the will
of the Company (not through the act of being hired or being granted the RSUs
hereunder). The Participant further acknowledges and agrees that the
transactions contemplated hereunder and the vesting schedule set forth herein do
not constitute an express or implied promise of continued engagement as an
employee for the vesting period, for any period, or at all.
(b) Severability. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to
the extent permitted by law.
(c) Waiver. Any
provision for the benefit of the Company contained in this Agreement may be
waived, either generally or in any particular instance, by the Board of
Directors of the Company.
(d) Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of the Company and the Participant and their respective heirs,
executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 3 of this
Agreement.
(e) Notice. Each
notice relating to this Agreement shall be in writing and delivered in person or
by first class mail, postage prepaid, to the address as hereinafter
provided. Each notice shall be deemed to have been given on the date
it is received. Each notice to the Company shall be addressed to it
at its office at 000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000. Each notice
to the Participant shall be addressed to the Participant at the Participant’s
last known address.
(f) Pronouns. Whenever
the context may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural, and vice versa.
(g) Entire
Agreement. This Agreement and the Plan constitute the entire
agreement between the parties, and supersede all prior agreements and
understandings, relating to the subject matter of this Agreement.
(h) Amendment. This
Agreement may be amended or modified only by a written instrument executed by
both the Company and the Participant.
(i) Governing
Law. This Agreement shall be construed, interpreted and
enforced in accordance with the internal laws of the State of Delaware without
regard to any applicable conflicts of laws.
(j) Interpretation. The
interpretation and construction of any terms or conditions of the Plan, or of
this Agreement or other matters related to the Plan by the Compensation
Committee of the Board of Directors of the Company shall be final and
conclusive.
(k) Participant’s
Acknowledgments. The Participant acknowledges that he or she:
(i) has read this Agreement; (ii) has been represented in the preparation,
negotiation, and execution of this Agreement by legal counsel of the
Participant’s own choice or has voluntarily declined to seek such counsel; (iii)
understands the terms and consequences of this Agreement; (iv) is fully aware of
the legal and binding effect of this Agreement; and (v) understands that the law
firm of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP is acting as counsel to the
Company in connection with the transactions contemplated by the Agreement, and
is not acting as counsel for the Participant.
(l) Delivery of
Certificates. Subject to Section 4, the Participant may
request that the Company deliver the Shares in certificated form with respect to
any Shares underlying RSUs that are delivered upon the Distribution
Date.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
TECHTARGET,
INC.
By: /s/
Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title: CFO
Participant:
/s/ Xxxxx Xxxx
Xxxxx
Xxxx
Print
Name: Xxxxx Xxxx
Appendix
A
Deferral
Schedule
Name:
RSUs:
Grant Date:
Reference
is hereby made to that certain Restricted Stock Unit Agreement dated as of
_________ by and between TechTarget, Inc. and _________ (the “RSU Agreement”).
All capitalized terms used herein and not defined shall have the meanings
ascribed thereto in the RSU Agreement.
Please check the box for the
applicable election:
____ (1)
Pursuant to Section 4 of the Agreement, I hereby elect to have each Vesting
Tranche delivered pursuant to the following schedule:
|
Vesting
Tranche
|
Number
of RSUs Vesting
|
Vesting
Date
|
Delivery
Date
|
|
Vesting
Tranche 1
|
|||
|
Vesting
Tranche 2
|
|||
|
Vesting
Tranche 3
|
|||
|
Vesting
Tranche 4
|
____ (2)
I elect to not defer the delivery of the shares underlying my RSUs and take
delivery thereof on the applicable vesting date for each Tranche.
Executed
as of:
Participant:
_________________
Print Name:
______________
Acknowledged:
TechTarget,
Inc.
By:
Its:
Date:
