You are here: Agreements > Consulting Services Agreement > INCENTIVE AWARD AGREEMENT PERFORMANCE-BASED RSU AWARD AGREEMENT

SITE SEARCH
AGREEMENTS / CONTRACTS
(optional)
(optional)
Try our advanced search >>
CLAUSES Search Contract Clauses >>
Browse Contract Clause Library>>

Incentive Award Agreement Performance-based Rsu Award Agreement

Consulting Services Agreement

Legal Documents
You are currently viewing:

 This Consulting Services Agreement involves

INTERSECTIONS INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
 

Title: INCENTIVE AWARD AGREEMENT PERFORMANCE-BASED RSU AWARD AGREEMENT
Governing Law: Delaware     Date: 8/9/2016
Industry: Computer Services     Sector: Technology

join now
50 of the Top 250 law firms use our Products every day

 

Exhibit 10.1

INCENTIVE AWARD AGREEMENT

Performance-Based RSU AWARD AGREEMENT

THIS AGREEMENT, effective as of _____ (the “Award Date”), by and between Intersections Inc. (the “Corporation”) and ______ (the “Holder”).

WHEREAS, the Corporation has established the 2014 Stock Incentive Plan, as amended from time to time (the “Plan”) pursuant to which restricted stock units (“RSUs”), may be awarded to employees, directors, consultants and independent contractors of the Corporation and its Subsidiaries; and

WHEREAS, an RSU constitutes an unfunded and unsecured promise of the Corporation to deliver (or cause to be delivered) to the Holder, subject to the terms of this Agreement, a share of common stock, par value $0.01 of the Corporation (the “Share”) on a delivery date as provided herein (the Shares that are deliverable to the Holder pursuant to the RSUs are hereinafter referred to as “RSU Shares”); and

WHEREAS, it is intended that this Agreement shall set forth the terms, conditions and restrictions imposed with respect to said award of RSUs;

NOW, THEREFORE, the parties hereto agree as follows:

1. PBRSU Award .

(a)Pursuant to the Plan, the Holder has been awarded on the Award Date, the RSUs (the “PBRSU Award”), subject to the terms, conditions and restrictions set forth in the Plan and in this Agreement.  The RSUs granted under this Agreement shall, subject to the attainment of certain Performance Goals (as defined below), vest and become payable in accordance with the terms of this Agreement.  The number of RSUs granted under the PBRSU Award that actually vest and that shall be settled shall be between 0% and [___]% 1 of the Target Number of RSUs.  The Threshold Number of RSUs, the Target Number of RSUs and the Maximum Number of RSUs are as set forth on Appendix A hereto.  The Maximum Number of RSUs represents [___]% 2 of the Target Number of RSUs.  

(b)The PBRSU Award and this Agreement are subject to all of the terms and conditions of the Plan, which terms and conditions are hereby incorporated by reference.  Except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

2. Performance Period and Performance Goals .  The performance period for the PBRSU Award shall be the period beginning January 1, 20__ and ending on December 31, 20__ (the “Performance Period”).  Appendix A hereto specifies the performance objectives and related

 

 

1  

For the 2016 grant, this number is 200%.

 

2  

See footnote 1.

 

NY 76215481v4


 

business criteria with respect to the Performance Period (the “Performance Goals”).  The Committee shall, prior to the March 15 th following the end of the applicable Performance Period, determine and certify the actual level of attainment of the Performance Goals. 

3. Vesting and Restrictions .

(a)The RSUs subject to the PBRSU Award shall vest only if and to the extent the Performance Goals are achieved, as provided below, and if the Holders remains continuously employed by the Corporation or a Subsidiary from the Award Date through (and including) [input the first business day following the end of the Performance Period] (the “Vesting Date”).  In no event shall any of the RSUs vest if the Threshold Performance Goal is not achieved.

If the Holder remains continuously employed by the Corporation or a Subsidiary from the Award Date through (and including) the Vesting Date and

 

i.

the Threshold Performance Goal is achieved, the Holder shall vest in the Threshold Number of RSUs,

 

 

ii.

the Target Performance Goal is achieved, the Holder shall vest in the Target Number of RSUs and

 

 

iii.

if the Performance Goal is at or above the Maximum Performance Goal, the Holder shall vest in the Maximum Number of RSUs.  

In the event the Performance Goal achieved is (x) between the Threshold Performance Goal and the Target Performance Goal, the number of RSUs that will vest shall be interpolated in a linear progression between such goals and (y) between the Target Performance Goal and the Maximum Performance Goals, the number of RSUs that will vest shall be interpolated in a linear progression between such goals. [Notwithstanding anything herein to the contrary, the Committee retains the discretion to adjust the Performance Goals for any PBRSU Award that is not intended to meet the requirements of “qualified performance-based compensation” for purposes of Section 162(m) of the Code.]

(b)Notwithstanding the provisions of Section 3(a) hereof, in the event (i) of the Holder’s death or Disability, or (ii) on or after July 1 st of the Performance Period, [(x)] the Holder is terminated by the Corporation and/or Subsidiary without Cause, [or (y) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Good Reason,], the Holder shall immediately be vested as to the lesser of: (1) the number of RSUs, if any, payable based on the actual achievement of the Performance Goal for the Performance Period and (2) the Target Number of RSUs, and the PBRSU Award shall be payable in accordance with the terms of this Agreement.

(c)Notwithstanding the provisions of Section 3(a) and Section 3(b) hereof or the Plan, in the event (i) the Holder is terminated by the Corporation and/or Subsidiary (or a successor) without Cause, [or (ii) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Good Reason,] upon, or within twelve (12) months following, a Change of Control and/or a Sale, the Holder shall immediately be vested as to the greater of: (1) the number of RSUs, if any, payable based

2

NY 76215481v4


 

on the actual achievement of the Performance Goal through the date of termination and (2) the Target Number of RSUs, and the RSU Award shall be payable immediately following termination of employment.  Unless otherwise provided by the Committee at the time of a Change of Control and/or Sale, the RSUs subject to the RSU Award shall not vest upon a Change of Control and/or a Sale, except as provided in the immediately foregoing sentence. 

(d)In the event of the Holder’s termination of employment for any reason other than the circumstances set forth in Section 3(b) or Section 3(c) prior to the Vesting Date, the RSUs subject to the PBRSU Award shall be cancelled with no compensation due to the Holder, and the Holder shall have no rights or interests with respect to such RSUs.  

4. Delivery of RSU Shares .  RSU Shares are to be delivered on or within a reasonable time after the Committee’s certification of the Performance Goals (or such earlier date as provided in Section 3(c)) (the “Delivery Date”) but in no event later than March 15, 20__. 3   On the Delivery Date, the Corporation shall transfer to the Holder one unrestricted, fully transferable Share for each vested RSU subject to the PBRSU Award scheduled to be paid out on such date and as to which all other conditions to the transfer have been fully satisfied.

5. Ownership, Voting Rights, Duties .  Unless and until the delivery of underlying RSU Shares, the Holder has no rights as a shareholder of the Corporation with respect to the underlying RSU Shares, including no right to vote the underlying RSU Shares or rights to dividends or distributions on the underlying RSU Shares.  The Holder’s rights with respect to the PBRSU Award shall be that of a general unsecured creditor of the Corporation.

6. Holder Bound by the Plan .  The Holder hereby acknowledges receipt of a copy of the Plan and by accepting this Award agrees to be bound by all the terms and provisions of the Plan and this Agreement, including, without limitation, the Corporation’s and Subsidiaries’ tax withholding rights with respect to the PBRSU Award and any RSU Shares issued, or cash paid, pursuant thereto. 


continue to document