EXHIBIT 10.4
[MF1] BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the "Agreement") is by and between Bright
Horizons Family Solutions, Inc., a Delaware corporation (the "Company"), and
______________ ("Grantee") pursuant to the Company's Amended and Restated 1998
Stock Incentive Plan. Capitalized terms not otherwise defined herein shall have
the meaning ascribed to such terms in the Company's Plan.
WHEREAS, the Company has adopted the Plan, which permits the issuance of
restricted shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"); and
WHEREAS, pursuant to the Plan, the Board has granted an award of
restricted stock to the Grantee as provided herein;
Section 1. Restricted Stock Award. The Grantee is hereby granted the right
to receive _______ shares (the "Restricted Stock") of the Company's Common
Stock, subject to the terms and conditions of this Agreement and the Plan, for a
price of $_____ per share.
Section 2. Vesting of the Award. Grantee shall not acquire any vested
interest in the Restricted Stock and may not sell, transfer, pledge, assign or
otherwise encumber the Restricted Stock prior to _________ ("Vested Date(s)").
On the Vested Date(s), the Restricted Stock shall vest in the percentages set
forth below:
PERCENTAGE OF RESTRICTED
VESTED DATE STOCK VESTING
------------------ -------------------------
__%
__%
__%
__%
__%
Section 3. Distribution of Restricted Stock. The Restricted Stock will be
distributed to the Grantee as soon as practicable after the Vested Date.
Section 4. Voting Rights and Dividends. Prior to the distribution of the
Restricted Stock, certificates representing shares of Restricted Stock will be
held by the Company (the "Custodian") in the name of the Grantee. Except as
provided in Section 2, Grantee shall have, with respect to the
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shares of Restricted Stock, all of the rights of a stockholder of the Company,
including the right to vote the shares and the right to receive any cash
dividends. The Custodian will take such action as is necessary and appropriate
to enable the Grantee to vote the Restricted Stock. All cash dividends received
by the Custodian, if any, with respect to the Restricted Stock will be remitted
to the Grantee at the time the Restricted Stock is distributed. Stock dividends
issued with respect to the Restricted Stock shall be treated as additional
shares of Restricted Stock that are subject to the same restrictions and other
terms and conditions that apply to the shares of Restricted Stock.
Notwithstanding the foregoing, no voting or dividend rights shall inure to the
Grantee following the forfeiture of the Restricted Stock pursuant to Section 5.
Section 5. Restrictions; Forfeiture. Prior to the vesting of any
Restricted Stock, Grantee is prohibited from selling, transferring, pledging,
assigning or otherwise encumbering such unvested Restricted Stock. Upon (i) the
termination of Grantee's employment with the Company or its Subsidiaries,
whether voluntary or involuntary (including, except as noted below, by death or
disability), except for termination by reason of Normal or Early Retirement, or
(ii) upon the sale, transfer, pledge, assignment or other encumbrance of any
unvested Restricted Stock in violation of the preceding sentence, that portion
of Grantee's Restricted Stock that has not previously vested shall be
immediately forfeited. If, however, Grantee's employment with the Company or its
Subsidiaries terminates by reason of Normal Retirement or Early Retirement or if
Grantee dies during a period when Grantee could have terminated his employment
by reason of Normal Retirement or Early Retirement, that portion of the
Grantee's Restricted Stock that has not previously vested shall continue to vest
in accordance with the term set out pursuant to Section 2.
Section 6. Governing Provisions. This Agreement is made under and subject
to the provisions of the Plan, and all of the provisions of the Plan are also
provisions of this Agreement. If there is a difference or conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan will govern. By signing this Agreement, the Grantee confirms that he or
she has received a copy of the Plan.
Section 7. Tax Election. The Grantee may, but is not required to, elect to
apply the tax rules of Section 83(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), to the issuance of the Restricted Stock. If the Grantee
makes an affirmative election under Section 83(b) of the Code, the Grantee will
notify the Company within 90 days after making such election.
Section 8. Tax Withholding. The Company may withhold from any distribution
of Restricted Stock an amount of Common Stock equal to such federal, state or
local taxes as shall be required to be withheld pursuant to any applicable law
or regulation, unless the Company agrees to accept a payment of cash in the
amount of such withholding taxes.
Section 9. Change of Control. Upon a Change in Control (as defined in the
Plan), all restrictions under the Plan and the Agreement with respect to the
Restricted Stock, including the restriction on transfer set forth in Sections 5
and 11(g) hereof, shall automatically expire and be of no
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further force or effect.
Section 10. Legend. Each certificate representing Restricted Stock shall
bear a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND
RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE BRIGHT HORIZONS
FAMILY SOLUTIONS, INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE
PLAN (THE "PLAN") AND THE RESTRICTED STOCK AGREEMENT (THE
"AGREEMENT") BETWEEN THE OWNER OF THE RESTRICTED STOCK REPRESENTED
HEREBY AND BRIGHT HORIZONS FAMILY SOLUTIONS, INC. (THE "COMPANY").
THE RELEASE OF SUCH STOCK FROM SUCH TERMS AND CONDITIONS SHALL BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE
AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE COMPANY.
Section 11. Miscellaneous.
a. Entire Agreement. This Agreement and the Plan contain the entire
understanding and agreement between the Company and the Grantee concerning
the Restricted Stock granted hereby, and supersede any prior or
contemporaneous negotiations and understandings. The Company and Grantee
have made no promises, agreements, conditions, or understandings relating
to the Restricted Stock, either orally or in writing, that are not
included in this Agreement and the Plan.
b. Employment. By establishing the Plan, granting awards under the
Plan, and entering into this Agreement, the Company does not give the
Grantee any right to continue to be employed by the Company or to be
entitled to any remuneration or benefits not set forth in this Agreement
or the Plan. None of the provisions of this Agreement or the Plan will
interfere with or limit the right of the Company to terminate the
Grantee's employment at any time.
c. Captions. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience. They do not
define, limit, construe, or describe the scope or intent of the provisions
of this Agreement.
d. Counterparts. This Agreement may be executed in counterparts,
each of which when signed by the Company and the Grantee will be deemed an
original and all of
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which together will be deemed the same Agreement.
e. Notice. Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company, to the principal office
of the Company, and, if to the Grantee, to the Grantee's last known
address provided by the Grantee to the Company.
f. Amendment. This Agreement may be amended by the Company, provided
that unless the Grantee consents in writing, the Company cannot amend this
Agreement if the amendment will materially change or impair the Grantee's
rights under this Agreement and such change is not to the Grantee's
benefit.
g. Succession and Transfer. Each and all of the provisions of this
Agreement are binding upon and inure to the benefit of the Company and the
Grantee and their heirs, successors, and assigns. However, neither the
Restricted Stock nor this Agreement is transferable prior to the Vested
Date.
h. Governing Law. This Agreement shall be governed and construed
exclusively in accordance with the laws of the State of Delaware
applicable to agreements to be performed in the State of Delaware.
[Signature Page on Following Page]
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IN WITNESS WHEREOF, the Company and Grantee have executed this Agreement
to be effective as of _________, 20__.
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
By:
___________________________________
Name:
___________________________________
Title:
___________________________________
Received:
Name of Grantee
___________________________________
Signature of Grantee
___________________________________
Date
___________________________________
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