FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO j2 GLOBAL COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED 1997 STOCK OPTION PLAN
Exhibit
10.1
FORM
OF RESTRICTED STOCK AGREEMENT
PURSUANT
TO j2 GLOBAL COMMUNICATIONS, INC.
SECOND
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
THIS
RESTRICTED STOCK AGREEMENT is made this _____ day of _________, 200_ by and
between ________________________ (the “Participant”) and j2 Global
Communications, Inc., a Delaware corporation (the “Company”), pursuant to the
Company’s Second Amended and Restated 1997 Stock Option Plan (the
“Plan”).
WHEREAS,
the Compensation Committee (the “Committee”) of the Board of Directors of the
Company and/or the Board of Directors itself by action taken on __________
authorized and directed the Company to make an award of stock to the Participant
under the Plan for the purposes expressed in the Plan;
NOW
THEREFORE, in consideration of the foregoing and the mutual undertakings herein
contained, the parties agree as follows:
1.
Grant
of Stock.
In
accordance with the terms of the Plan and subject to the further terms,
conditions and restrictions contained in this Agreement, the Company hereby
grants to the Participant ______ shares (the “Shares”) of the Company’s common
stock, $0.01 par value (the “Common Stock”). As long as the Shares are subject
to the Restrictions set forth in Section 4 of this Agreement, such shares shall
be deemed to be, and are referred to in this Agreement as, the “Restricted
Shares.”
2.
Certificates
for Shares.
Certificates evidencing Restricted Shares shall be deposited with the Company
to
be held in escrow until such Shares are released to the Participant or forfeited
in accordance with this Agreement. The Participant shall, simultaneously with
the delivery of this Agreement, deliver to the Company a stock power, in blank,
executed by the Participant. If any Restricted Shares are forfeited, the Company
shall direct the transfer agent of the Common Stock to make the appropriate
entries in its records showing the cancellation of the certificate or
certificates for such Restricted Shares and to return the Shares represented
thereby to the Company’s treasury.
3.
Adjustments
in Restricted Shares.
In the
event of a subdivision of the outstanding Common Stock, a declaration of a
dividend payable in shares of Common Stock, a declaration of a dividend payable
in a form other than shares in an amount that has a material effect on the
value
of shares of Common Stock, a combination or consolidation of the outstanding
Common Stock into a lesser number of shares of Common Stock, a recapitalization,
a classification or a similar occurrence, the Committee shall make appropriate
adjustments in the number of Restricted Shares Any new, additional or different
securities to which the Participant shall be entitled in respect of Restricted
Shares by reason of such adjustment shall be deemed to be Restricted Shares
and
shall be subject to the same terms, conditions, and restrictions as the
Restricted Shares so adjusted.
4.
Restrictions.
During
applicable periods of restriction determined in accordance with Section 6 of
this Agreement (the “Restricted Period”), Restricted Shares and all rights with
respect to such Shares, may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent
and
distribution, and shall be subject to the risk of forfeiture contained in
Section 5 of this Agreement (such limitations on transferability and risk of
forfeiture being herein referred to as “Restrictions”), but the Participant
shall possess all incidents of ownership of such Restricted Shares, including
the right to vote and receive dividends on Restricted Shares.
5.
Forfeiture
of Restricted Shares.
In the
event that the Participant’s continuous employment with the Company and its
subsidiaries shall terminate for any reason prior to the expiration of the
Restricted Period, such event shall constitute an “Event of Forfeiture” and all
Shares which at that time are Restricted Shares shall thereupon be forfeited
by
the Participant and transferred to, and reacquired by, the Company at no cost
to
the Company, and neither the Participant nor any successor, heir, assign or
personal representative of the Participant shall have any right, title or
interest in or to such Restricted Shares or the certificates evidencing
them.
6.
Lapse
of Restrictions.
(a)
Except as provided in subsection (b) below, the Restrictions on the Restricted
Shares granted under this Agreement shall lapse over the first through _______
anniversaries of the date of this Agreement
in
accordance with the following schedule:
| Date |
Number of Shares on
Which Restrictions
Lapse
|
(b)
In
the event that a Participant’s employment with the Company and its subsidiaries
terminates as a result of his or her death, retirement or permanent disability,
the Restrictions shall lapse on the Restricted Shares (if not already lapsed
pursuant to subsection (a) above) on the later of (i) the date of such event,
or
(ii) the first anniversary of the date of this Agreement.
Upon
lapse of the Restrictions in accordance with this Section, the Company shall,
as
soon as practicable thereafter, deliver to the Participant an unrestricted
certificate for the Shares with respect to which such Restrictions have
lapsed.
7.
Withholding
Requirements.
The
Company shall be required to withhold the amount of taxes required to satisfy
any applicable federal, state and local tax withholding obligations arising
from
the lapse of Restrictions. Participant may elect to satisfy any such tax
obligation in cash or by authorizing the Company to withhold from the Shares
issued to Participant as a result of the lapse of the Restrictions, the number
of whole shares of Common Stock required to satisfy such tax obligation, the
number to be determined by the Fair Market Value (as defined in the Plan) of
the
Shares on the date of the lapse of the Restrictions. If Recipient elects to
withhold shares of Common Stock to satisfy any such tax obligation, Recipient
shall pay in cash any obligation which remains after the application of whole
shares that is less than the value of a whole share.
_______
Participant
hereby authorizes by authorizes the Company to withhold from the Shares issued
to Participant as a result of the lapse of the Restrictions, the number of
whole
shares of Common Stock required to satisfy such tax obligation, the number
to be
determined by the Fair Market Value (as defined in the Plan) of the Shares
on
the date of the lapse of the Restrictions. The foregoing election shall become
irrevocable as to particular Shares with Restrictions lapsing on the date that
is six (6) months prior to the date of lapse.
Participant
is hereby permitted to make the election permitted under Section 83(b) of the
Internal Revenue Code of 1986, as amended (the “Code”), (i.e. an election to
include in gross income in the year of transfer the amounts specified in Section
83(b) of the Code notwithstanding the continuing transfer restrictions) and
if
Participant makes such election, the Participant shall submit to the Company
a
copy of the notice filed by the Participant with the Internal Revenue Service
within ten (10) days of filing such notice, and shall pay, or make arrangements
satisfactory to the Committee regarding payment of, any federal, state or local
taxes of any kind required by law to be withheld as a result of such election,
all in accordance with the provisions of this Section 7.
8.
Change
in Control.
Notwithstanding anything else provided in this Agreement, upon the occurrence
of
a Change in Control, as defined below, all Restrictions on each Restricted
Share
shall immediately be canceled in full upon and simultaneously with the Change
of
Control unless the Board determines that the Recipient has been offered
substantially identical replacement restricted stock and a comparable position
at any acquiring company.
For
purposes of the Plan, a “Change in Control” of the Company shall be deemed to
have occurred if:
(i)
any
“person,” as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company,
any employee benefit plan sponsored by the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
or
any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of
the
Company), is or becomes the “beneficial owner” (as defined in Rule 13d−3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company’s then
outstanding securities;
(ii)
during any period of two consecutive years individuals who at the beginning
of
such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii) or (iv) of this Section)
whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least a majority of the directors
then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease
for
any reason to constitute at least a majority thereof;
(iii)
the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of
the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or
(iv)
the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets. For the purposes of this subsection
(iv), “substantially all” of the Company’s assets shall mean assets for which
the price or consideration upon sale or disposition equals or exceeds
seventy-five percent (75%) or more of the fair market value of the
Company.
9.
Effect
of Employment.
Nothing
contained in this Agreement shall in any manner be construed to limit in any
way
the right of the Company or any subsidiary to terminate the Participant’s
employment at any time, without regard to the effect of such termination on
any
rights such Participant would otherwise have under this Agreement, or give
any
right to the Participant to remain employed by the Company or a subsidiary
thereof in any particular position or at any particular rate of
compensation.
10.
Amendment.
This
Agreement may not be amended except with the consent of the Committee and by
a
written instrument duly executed by the Participant and the
Company.
11.
Binding
Effect.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their heirs, personal representatives, successors and assigns.
Participant acknowledges receipt of a copy of the Plan, which is annexed hereto,
represents that he or she is familiar with the terms and provisions thereof
and
accepts the award of Shares hereunder subject to all of the terms and conditions
thereof and of this Agreement. Participant hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Committee upon
any
questions arising under the Plan or this Agreement.
IN
WITNESS WHEREOF, the Company and the Participant have each executed and
delivered this Agreement as of the date first above written.
| ATTEST: | j2 GLOBAL COMMUNICATIONS, INC. |
| By: ______________________________ | |
|
__________________
Secretary
|
Its: _____________________________ |
| PARTICIPANT: | |
| _________________________________ |