FIND/SVP, INC. RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.6
FIND/SVP,
INC.
THIS
RESTRICTED
STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of the 21st
day of
July, 2005, (and effective as of July 1, 2005) by and between Find/SVP, Inc.,
a
New York corporation, having its principal office at ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Corporation”), and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Employee” or
“Restricted Stockholder”). Capitalized terms not defined herein shall have the
meanings ascribed to them in the Corporation’s 2003 Stock Incentive
Plan.
WHEREAS,
the
Corporation has heretofore adopted the Find/SVP, Inc. 2003 Stock Incentive
Plan
(the “Plan”) for the benefit of certain employees, officers, directors,
consultants, independent contractors and advisors of the Corporation, which
Plan
has been approved by the Corporation’s stockholders; and
WHEREAS,
Employee
and the Corporation have entered into an Employment Agreement dated April
28,
2004 and a First Amendment to the Employment Agreement entered into as of
the
21st
day of
July, 2005, (and effective as of July 1, 2005) (collectively the “Employment
Agreement”), which provides that the Employee shall be awarded the Restricted
Shares (defined below); and
WHEREAS,
Employee is a key employee of the Corporation and the Corporation believes
it to
be in the best interests of the Corporation to incentivize the Employee through
the grant of restricted shares of common stock (the “Common Stock”), par value
$.0001 per share, of the Corporation.
WHEREAS,
this
Restricted Stock Award Agreement is delivered and entered into pursuant to
the
Plan.
NOW
THEREFORE,
in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
1. Restricted
Stock.
Subject
to the provisions hereinafter set forth and the terms and conditions of the
Plan, the Corporation hereby grants to the Employee, as of January 1, 2005
(the
“Grant Date”), a restricted stock award, subject to the vesting schedule set
forth below, of Fifty Thousand
(50,000)
shares
of Common Stock (the “Restricted Shares”), such number being subject to
adjustment as provided in the Plan. As more fully described below, the
Restricted Shares granted hereby are subject to forfeiture by the Employee
if
certain criteria are not satisfied. The Employee hereby delivers to the
Corporation the purchase price for the Restricted Shares in an amount equal
to
$500 in cash (or $.01 for each share granted).
2. Vesting.
(a) The
Restricted Shares shall vest and become nonforfeitable as follows:
(i)
100%
on the date the Average Closing Price exceeds three dollars and twenty five
cents ($3.25) per share in the first year after grant of the award, subject
to
adjustment pursuant to Section 18.1 of the Plan or as otherwise mutually
agreed
in writing between the parties;
(ii)
100%
on the date the Average Closing Price exceeds four dollars ($4.00) per share
in
the second year after grant of the award, subject to adjustment pursuant
to
Section 18.1 of the Plan or as otherwise mutually agreed in writing between
the
parties; or
(iii)
the
date there is a Change of Control of the Corporation (as defined in Section
3.6
of the Employment Agreement.
For
purposes of this Agreement, “Average Closing Price” shall mean the average
closing price of the Corporation’s common stock quoted on the NASDAQ System or
such other exchange where the Corporation’s common stock may be traded for
fifteen (15) consecutive trading days.
(b) Notwithstanding
the vesting schedule set forth herein, such vesting schedule may be accelerated
by the Board of Directors or the Compensation Committee of the Board of
Directors (the “Committee”) in their sole decision.
(c) Upon
the
vesting dates the Restricted Shares shall be issued to the Employee in
accordance with the Plan and the terms hereof including Section 3
below.
(d)
Nothing
in the Plan shall confer on Employee any right to continue in the employ
of, or
other relationship with, the Corporation or any subsidiary of the Corporation,
or limit in any way the right of the Corporation or any Affiliate (as defined
in
the Plan) or subsidiary of the Corporation to terminate Employee’s employment or
other relationship at any time, with or without cause. This
Agreement does not constitute an employment contract. This Agreement does
not
guarantee employment for the length of time of the above vesting schedule
or for
any portion thereof.
(e) Tax
Consequences. Employee understands that Employee may suffer adverse tax
consequences as a result of the grant, vesting or disposition of the Restricted
Shares. Employee represents that Employee has consulted with his or her own
independent tax consultant(s) as Employee deems advisable in connection with
the
grant, vesting or disposition of the Restricted Shares and that Employee
is not
relying on the Corporation for
any tax advice.
3. Issuance
and Withholding.
(a) Upon
vesting, the Corporation shall issue the Restricted Shares registered in
the
name of Employee, Employee’s authorized assignee, or Employee’s legal
representative, and shall deliver certificates representing the Restricted
Shares.
(b) Prior
to
the issuance of the Restricted Shares, Employee must pay or provide for any
applicable federal or state withholding obligations in accordance with Section
16 below.
4. Compliance
With Laws and Regulations.
The
issuance and transfer of Restricted Shares shall be subject to compliance
by the
Corporation and Employee with all applicable requirements of federal and
state
securities laws and with all applicable requirements of any stock exchange
or
quotation system on which the Corporation’s Common Stock may be listed at the
time of such issuance or transfer
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5. Nontransferability.
Until
the Restricted Shares shall be vested and issued and until the satisfaction
of
any and all other conditions specified herein, the Restricted Shares may
not be
sold, transferred, assigned, pledged or otherwise encumbered or disposed
of by
the Employee, other than by will or by the laws of descent and distribution,
except upon the written consent of the Corporation and, in any case, in
compliance with the terms and conditions of this Agreement. The terms of
this
Agreement shall be binding upon the executors, administrators, successors
and
assigns of Employee.
6. Privileges
of Stock Ownership.
Employee
shall not have any of the rights of a stockholder with respect to any Restricted
Shares until the Restricted Shares are vested and are issued to
Employee.
7. Interpretation.
Any
dispute regarding the interpretation of this Agreement shall be submitted
by
Employee or the Corporation to the Committee for review. The resolution of
such
a dispute by the Committee shall be final and binding on the Corporation
and
Employee.
8. Entire
Agreement.
The
Plan
is incorporated herein by reference. This Agreement and the Plan constitute
the
entire agreement and understanding of the parties hereto with respect to
the
subject matter hereof and supersede all prior understandings and agreements
with
respect to such subject matter.
9. Notices.
Any
notice required to be given or delivered to the Corporation under the terms
of
this Agreement shall be in writing and addressed to the Corporate Secretary
of
the Corporation at its principal corporate offices. Any notice required to
be
given or delivered to Employee shall be in writing and addressed to Employee
at
the address indicated above or to such other address as such party may designate
in writing from time to time to the Corporation. All notices shall be deemed
to
have been given or delivered upon: personal delivery; three (3) days after
deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after deposit with any return receipt
express courier (prepaid); or one (1) business day after transmission by
facsimile.
10. Successors
and Assigns.
The
Corporation may assign any of its rights under this Agreement. This Agreement
shall be binding upon and inure to the benefit of the successors and assigns
of
the Corporation. Subject to the restrictions on transfer set forth herein,
this
Agreement shall be binding upon Employee and Employee’s heirs, executors,
administrators, legal representatives, successors and assigns.
11. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York, applicable to agreements made and to be performed entirely
within such state, other than conflict of laws principles thereof directing
the
application of any law other than that of New York.
12. Acceptance.
Employee
hereby acknowledges receipt of a copy of the Plan and this Agreement. Employee
has read and understands the terms and provisions thereof and hereof, and
accepts this restricted stock award subject to all the terms and conditions
of
the Plan and this Agreement. Employee acknowledges that there maybe adverse
tax
consequences upon the grant or the vesting of this restricted stock award,
issuance or disposition of the Restricted Shares and that the Corporation
has
advised Employee to consult a tax advisor regarding the tax consequences
of the
grant, vesting, issuance or disposition.
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13. Covenants
of the Employee.
The
Employee agrees (and for any proper successor hereby agrees) upon the request
of
the Committee, to execute and deliver a certificate, in form reasonably
satisfactory to the Committee, regarding applicable Federal and state securities
law matters.
14. Obligations
of the Corporation
(a) Notwithstanding
anything to the contrary contained herein, neither the Corporation nor its
transfer agent shall be required to issue any fraction of a share of Common
Stock, and the Corporation shall issue the largest number of whole Restricted
Shares of Common Stock to which Employee is entitled and shall return to
the
Employee the amount of any unissued fractional share in cash.
(b) The
Corporation may endorse such legend or legends upon the certificates for
Restricted Shares issued to the Employee pursuant to the Plan and may issue
such
“stop transfer” instructions to its transfer agent in respect of such Restricted
Shares as, in its discretion, it determines to be necessary or appropriate
to:
(i) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act; (ii) implement the provisions of the
Plan
and any agreement between the Corporation and the Employee or grantee with
respect to such Restricted Shares; or (iii) as may be required pursuant to
the
Corporation’s Amended and Restated Certificate of Incorporation, as
amended.
(c) The
Corporation shall pay all issue or transfer taxes with respect to the issuance
or transfer of Restricted Shares to Employee, as well as all fees and expenses
necessarily incurred by the Corporation in connection with such issuance
or
transfer.
(d) All
Restricted Shares issued following vesting shall be fully paid and
non-assessable to the extent permitted by law.
15. Section
83(b) Election.
If
the
Employee files an election with the Internal Revenue Service to include the
fair
market value of any Restricted Shares in gross income as of the Grant Date,
the
Restricted Stockholder agrees to promptly furnish the Corporation with a
copy of
such election, together with the amount of any federal, state, local or other
taxes required to be withheld to enable the Corporation to claim an income
tax
deduction with respect to such election
16. Withholding
Taxes.
The
Employee acknowledges that the Corporation is not responsible for the tax
consequences to the Employee of the granting, vesting or issuance of the
Restricted Shares, and that it is the responsibility of the Employee to consult
with the Employee’s personal tax advisor regarding all matters with respect to
the tax consequences of the granting, vesting and issuance of the Restricted
Shares. The Corporation shall have the right to deduct from the Restricted
Shares or any payment to be made with respect to the Restricted Shares any
amount that federal, state, local or foreign tax law requires to be withheld
with respect to the Restricted Shares or any such payment. Alternatively,
the
Corporation may require that the Employee, prior to or simultaneously with
the
Corporation incurring any obligation to withhold any such amount, pay such
amount to the Corporation in cash or in shares of the Corporation’s Common Stock
(including shares of Common Stock retained from the Stock Restricted Award
creating the tax obligation), which shall be valued at the Fair Market Value
of
such shares on the date of such payment. In any case where it is determined
that
taxes are required to be withheld in connection with the issuance, transfer
or
delivery of the shares, the Corporation may reduce the number of shares so
issued, transferred or delivered by such number of shares as the Corporation
may
deem appropriate to comply with such withholding. The Corporation may also
impose such conditions on the payment of any withholding obligations as may
be
required to satisfy applicable regulatory requirements under the Exchange
Act,
if any.
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17. Miscellaneous
(a) If
the Employee loses this Agreement representing the Restricted Shares granted
hereunder, or if this Agreement is stolen, damaged or destroyed, the Corporation
shall, subject to such reasonable terms as to indemnity as the Committee,
in its
sole discretion shall require, replace the Agreement.
(b) The
Corporation may offer to buy the Restricted Shares actually issued hereunder
on
such terms and conditions as the Corporation shall establish and communicate
to
the Employee at the time that such offer is made.
(c) This
Agreement cannot be amended, supplemented or changed, and no provision hereof
can be waived, except by a written instrument making specific reference to
this
Agreement and signed by the party against whom enforcement of any such
amendment, supplement, modification or waiver is sought. A waiver of any
right
derived hereunder by the Employee shall not be deemed a waiver of any other
right derived hereunder.
(d) This
Agreement may be executed in any number of counterparts, but all counterparts
will together constitute but one agreement.
(e) In
the event of a conflict between the terms and conditions of this Agreement
and
the Plan, the terms and conditions of the Plan shall govern. All capitalized
terms used herein but not defined shall have the meanings given to such terms
in
the Plan.
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IN
WITNESS WHEREOF, the Corporation has caused this Agreement to be executed
by its
duly authorized officer and the Restricted Stockholder has executed this
Agreement as of July 21, 2005.
| FIND/SVP, INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇▇▇▇▇ |
||
| Title: Chief Executive Officer | ||
| RESTRICTED STOCKHOLDER | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
|
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
||
| Address: | ||
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