This Consulting Services Agreement involves
Title: INCENTIVE AWARD AGREEMENT RSU AWARD AGREEMENT
Governing Law: Delaware Date: 8/9/2016
Industry: Computer Services Sector: Technology
RSU AWARD AGREEMENT
THIS AGREEMENT, effective as of _____________ (the “Award Date”), by and between Intersections Inc. (the “Corporation”) and Michael R. Stanfield (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 $.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. RSU Award .
(a)Pursuant to the Plan, the Holder has been awarded on the Award Date, _______ RSUs (the “RSU Award”) subject to the terms, conditions and restrictions set forth in the Plan and in this Agreement.
(b)The RSU 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. Vesting and Restrictions .
(a)Subject to Sections 2(b), 2(c) and 2(d) hereof, the RSU Award shall vest on January 1, 2019 (the “Vesting Date”), provided that the Holder remains continuously employed by the Corporation or a Subsidiary from the Award Date through (and including) the Vesting Date.
(b)Notwithstanding the provisions of Section 2(a) hereof, in the event (i) of the Holder’s death or Disability, (ii) the Holder is terminated by the Corporation and/or Subsidiary without Cause, or (iii) 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 in all of the RSUs subject to the RSU Award, and the RSU Award shall be payable in accordance with the terms of this Agreement.
(c) Notwithstanding the provisions of Section 2(a) and Section 2(c) 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 in all of the RSUs subject to the RSU Award, and the RSU Award shall be payable in accordance with the terms of this Agreement. 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 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 2(b) or 2(c) prior to the Vesting Date, the RSUs subject to the RSU 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.
3. Delivery of RSU Shares . RSU Shares are to be delivered on or within a reasonable time after the date of vesting specified in Section 2 (the “Delivery Date”) but in no event later than two and one-half months after the calendar year in which such RSU Award vests. On the Delivery Date, the Corporation shall transfer to the Holder one unrestricted, fully transferable Share for each vested RSU scheduled to be paid out on such date and as to which all other conditions to the transfer have been fully satisfied.
4. Ownership, Voting Rights, Duties . Unless and until the delivery of underlying RSU Shares, the Holder has no rights as a shareholder of the Corporation, 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 RSU Award shall be that of a general unsecured creditor of the Corporation.
5. 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 RSU Award and any RSU Shares issued, or cash paid, pursuant thereto. A determination of the Committee as to any questions which may arise with respect to the interpretation of the provisions of this Agreement and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.
6. Compliance with Section 409A . This Agreement and the Plan provisions that apply to this Award are intended to either be exempt from or avoid taxation under Section 409A of the Code. The Plan and this Agreement shall be interpreted in accordance with the foregoing. The Holder acknowledges that the Corporation has made no representations as to the tax consequences under Section 409A or otherwise of the compensation and benefits provided hereunder and the Holder has been advised to obtain his own tax advice. Each amount or benefit
payable pursuant to this Agreement shall be deemed a separate payment for purposes of Section 409A. If any payments or benefits under this Agreement, constitute “nonqualified deferred compensation” subject to Section 409A at the date of the Holder’s termination of employment, then such payment, to the extent required under Section 409A, shall be made six months and one day after the Holder’s “separation from service”