RESTRICTED STOCK UNIT AGREEMENT (Performance Vested)
Exhibit 99.1
RESTRICTED STOCK UNIT AGREEMENT
(Performance Vested)
(Performance Vested)
AGREEMENT made as of the ___day of April, 2007 (the “Grant Date”), by and between Art
Technology Group, Inc., a Delaware Corporation (the “Company”), and ___________________ (“you” or the
“Grantee”).
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the “Board”) and the shareholders of the
Company have approved the Company’s Amended and Restated 1996 Stock Option Plan (the “Plan”); and
WHEREAS, the Compensation Committee of the Board (the “Committee”) (which is authorized to
administer the Plan) has decided to grant you an award of restricted stock units as described
herein pursuant to the Plan (the “Restricted Stock Units”); and
WHEREAS, the Restricted Stock Units are to be evidenced by an Agreement in such form and
containing such terms and conditions, as the Committee shall determine;
NOW, THEREFORE, it is mutually agreed as follows:
1. Grant. The Company hereby grants to you, on the terms and conditions set forth herein, an
aggregate of ___Restricted Stock Units subject to, and in accordance with, the terms set forth in
this Agreement.
2. Plan Controls. This Restricted Stock Unit award is and shall be subject in every respect
to the provisions of the Company’s Amended and Restated 1996 Stock Option Plan, as amended from
time to time, which is incorporated herein by reference and made a part hereof. The Grantee
hereby accepts this award subject to all the terms and provisions of the Plan and agrees that (a)
in the event of any conflict between the terms hereof and those of the Plan, the latter shall
prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee
shall be final, binding and conclusive upon the Holder and his or her heirs and legal
representatives.
3. Performance-Based Vesting. The Restricted Stock Units shall be unvested as of the Grant
Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating
Profit of the Company for 2007 (the “2007 AOP”) meets at least 50% of its Adjusted Operating Profit
Goal for 2007, (the “2007 AOP Threshold”), then the Applicable Percentage, as defined below, of the
shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to
vesting as set forth below (the “Earned Restricted Stock Units”). The Applicable Percentage shall
mean a percentage determined by reference to the amount, if any, by which the ATG Revenue (as
defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal for 2007, as more fully set
forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned
Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on
each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest upon the thirteen month
anniversary of the grant date (the “First
Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon
each of the following three one-year anniversaries of the First Vesting Date (so that the total
vesting period shall be four years and one month); provided, however, that if the Company achieves
its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in
any calendar year prior to the four year and one month anniversary of the Grant Date set forth
above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall
vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter
there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the
unvested Restricted Stock Units shall vest.
If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award
shall terminate and be of no further force or effect, regardless of the performance of the Company
(including achieving the Maximum Revenue Target) or a Change in Control of the Company in any
future year.
For purposes of this Section 3, “ATG Adjusted Operating Profit” means ATG revenue less GAAP
cost of sales and operating expenses, but excludes restructuring charges, the eStara earn out and
option expensing.
4. Payment. Upon each vesting date, you shall receive one share of Company Common Stock for
each vested Earned Restricted Stock Unit, if any, net of shares withheld as described below. Upon
the settlement of Restricted Stock Units, the Company shall withhold from issuance a number of
shares sufficient to satisfy the minimum tax withholding requirements, and shall issue to the
Grantee the number of shares remaining net of the minimum withholding obligation.
5. Performance Based Compensation. Any payment in the form of stock received pursuant to this
Restricted Stock Unit is intended to be exempt from the provisions of 162(m) of the Internal
Revenue Code as “performance-based” compensation, and no action shall be taken which would cause
such payment to fail to satisfy the requirements for such exemption. This Restricted Stock Unit
shall be subject to the terms and conditions of Section 10(i) of the Plan.
6. Nontransferability. Unless the Committee specifically determines otherwise, the Restricted
Stock Units are personal to the Grantee and shall not be transferable or assignable, other than by
will or the laws of descent and distribution, and any such purported transfer or assignment shall
be null and void.
7. Termination of Employment. Upon your termination of employment, for any reason or no
reason, with or without cause, all unvested Restricted Stock Units shall immediately terminate and
be of no further force or effect.
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Please indicate your understanding and acceptance of the foregoing by signing and returning a
copy of this Agreement.
ART TECHNOLOGY GROUP, INC. |
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By: | ||||
I confirm my understanding of the foregoing and accept the Restricted Stock Unit award described
above subject to the terms and conditions described herein. I hereby acknowledge receipt of a
copy of the Plan, and agree that the terms of this Restricted Stock Unit award shall be governed by
the Plan.
[NAME OF GRANTEE] | ||||
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