RESTRICTED STOCK UNIT AGREEMENT (Time Vested)
Exhibit 99.2
RESTRICTED STOCK UNIT AGREEMENT
(Time Vested)
(Time 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. Vesting. The Restricted Stock Units shall be unvested as of the Grant Date, and shall vest
as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the
Restricted Stock Unit award shall vest upon the thirteenth month anniversary of the grant date (the
“First Vesting Date”) and (ii) an additional 25% shall vest upon each of the following one year
anniversaries of the First Vesting Date, so that the Restricted Stock Unit award shall be fully
vested after four years and one month; provided, however, that in the event of a Change in Control,
as defined at Exhibit A hereto, an additional ___% of the unvested Restricted Stock Units shall
vest.
4. Payment. Upon each vesting date, you shall receive one share of Company Common Stock for
each vested Restricted Stock Unit; provided, however, that the number of
shares you receive may be reduced by the number of shares sufficient to satisfy the minimum
tax withholding obligations as set forth in Section 5 below.
5. Withholding. Upon the settlement of Restricted Stock Units pursuant to Section 4 above,
the Company, in its discretion, shall either: (i) withhold from issuance a number of shares
sufficient to satisfy the minimum tax Federal, state, local and/or payroll taxes of any kind
required by law to be withheld with regard to such settlement (“Minimum Withholding Obligation”);
or (ii) require that the Grantee satisfy such Minimum Withholding Obligation (1) by a check payable
to the Company, (2) with the consent of the Company by providing irrevocable instructions to a
broker to sell a number of shares equal in value to the Minimum Withholding Obligation and pay the
proceeds from such sale to the Company, or (3) by such other means as may be agreed to by the
Company.
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.
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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