Exhibit 10.2
THE ADVISORY BOARD COMPANY
AWARD AGREEMENT FOR
RESTRICTED STOCK UNITS
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(1)
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Grant. Pursuant to the provisions of The Advisory Board
Company Stock Incentive
Plan (the “Plan”), you, a Participant, have been
granted a Restricted Stock Unit Award of
Restricted Stock Units
(“RSU’s”). The grant to you of the RSU’s is
subject to the following provisions, as well as to the Standard
Terms and Conditions for Restricted Stock Units (the
“Standard Terms and Conditions”), a copy of which is
attached hereto, and the Plan.
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(2)
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Basic
Principles. The
initial value of one share of common stock, par value $0.01 per
share (“Common Stock”), of The Advisory Board Company
(the “Company”) for purposes of determining the value
of each RSU is $
. At such time as the RSU becomes payable to you, the award may be
settled all or partly in cash or all or partly in
shares
of Common Stock, as will be determined in the sole discretion of
the Administrator of the Plan at such time. In addition, the award
to be paid to you will be subject to applicable Federal and local
tax withholding. When the RSU becomes payable to you, the resulting
compensation will not increase or otherwise affect your
benefits under any other benefit program maintained by the
Company.
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(3)
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Vesting
Rules. Your ability
to receive a payment in respect of an RSU will depend upon the
vesting provisions associated with the RSU. Subject to the Tax
Deferral Opportunity discussion set forth in Section
(4) below, your RSU’s will be paid to you as they become
vested. In the event that you terminate employment or are no longer
in the service of the Company for any reason other than
(i) death while in the employ of the Company or any Subsidiary
or serving as a member of the Board, (ii) on account of Total
and Permanent Disablement, or (iii) a termination of
employment within one year after a Change of Control of the Company
(as such terms are defined in the Standard Terms and Conditions or
the Plan) for any reason other than for Cause (as defined in the
Standard Terms and Conditions), Retirement or voluntary resignation
by the Participant, all of your then-unvested RSU’s will be
forfeited. If your employment or service with the Company was
terminated for one of the three reasons set forth above, your
then-unvested RSU’s would become fully vested as of the date
of the termination of employment or service and, subject to the
deferral features set forth below, you would receive a payment in
respect of the RSU’s based upon their value at the time of
your termination of employment or service.
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Your
RSU’s will be subject to the following vesting
schedule:
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Anniversary of
the Grant Date
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% of
RSU’s to Vest
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%
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%
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%
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%
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(4)
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Tax
Deferral Opportunity. Normally, an RSU will become payable as soon as
it vests. Under the current provisions of Section 409A of the
Internal Revenue Code of 1986, as amended, you will have the
ability to defer recognition of gain for income tax purposes upon
the vesting of an RSU. The vested RSU will still create employment
tax (FICA and FUTA) liability. However, the ability to elect
deferred compensation is very limited and is subject to some very
strict rules.
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(a)
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Immediate
Election. You may
elect to defer recognition of gain by deferring the payment to you
of your RSU award until a date after the RSU award vests by making
an election no later than
, which is within 30 days of this initial award. Your election
can involve all RSU’s granted to you or may be limited to
RSU’s that would otherwise vest at one or more of the times
identified in the above-referenced vesting schedule. If you elect
to defer the payment of an RSU and terminate employment or service
prior to the date the RSU is otherwise vested and your
termination is not attributable to one of the three events
described above, no amount will be payable to you in respect
of the RSU. In other words, the election to defer payment of the
RSU has no effect on the vesting rules with respect to the
RSU.
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If
you elect to defer payment of an RSU but terminate employment and
your termination is not attributable to one of the three
events described above after the RSU has become vested, the
RSU payment will be made to you on the deferred date that you
elected. In other words, the payment for the RSU will still be
deferred after your termination of employment in accordance with
your deferral election unless the termination of employment
or service is due to death or Total and Permanent Disablement. If
the termination of employment or service is due to death or Total
and Permanent Disablement, the payment will be made to you as soon
as practicable.
The
deferral election that can be used with respect to this Immediate
Election can be effectuated by completion of the schedule set forth
below or similar document:
Check if Applicable
/
/ I hereby elect to defer payment
in respect of any RSU that would otherwise vest on
until the following date or event
.
/
/ I hereby elect to defer payment
in respect of any RSU that would otherwise vest on
until the following date or event
.
/
/ I hereby elect to defer payment
in respect of any RSU that would otherwise vest on
until the following date or event
.
/
/ I hereby elect to defer payment
in respect of any RSU that would otherwise vest on
until the following date or event
.
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(b)
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Subsequent Elections.
In the event that you do not make an
election pursuant to the Immediate Election matrix set forth above,
you will have the opportunity to make a Subsequent Election at a
later date. In addition, if you made an Immediate Election, you can
modify this election pursuant to a Subsequent Election. However,
the rules with respect to Subsequent Elections are more
restrictive than the rules associated with the Immediate Election.
Any Subsequent Election to change a prior deferral election or to
make a new deferral election must be made no less than 12 full
months prior to the date the RSU in question would otherwise be
payable. In addition, the election must provide for an additional
deferral period of at least five years. For example, if you wish to
make a Subsequent Election with respect to an RSU that would
otherwise be payable on March 10, 2008, you would have to make
your deferral election prior to March 10, 2007 with respect to
the RSU and the deferral period would have to be no less than
5 years (at least through March 10, 2013). If you make a
Subsequent Election but you die or terminate employment or service
due to Total and Permanent Disablement prior to the date elected in
the Subsequent Election, the payment will be made as soon as
practicable after your death or Total and Permanent
Disablement.
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By
executing this Agreement, you hereby agree that the grant of your
RSU award is subject to all the provisions of Plan and to the
Standard Terms and Conditions. You also agree to any Immediate
Election you made above. Should you have any questions with respect
to this document or the rules pertaining to the RSU, please contact
a Company representative.
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THE ADVISORY
BOARD COMPANY
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PARTICIPANT
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By:
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Name:
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Address:
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1
THE ADVISORY BOARD COMPANY
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED
STOCK UNITS
These Standard Terms and
Conditions apply to any Award of Restricted Stock Units granted to
a Participant under The Advisory Board Company 2005 Stock Incentive
Plan or 2009 Stock Incentive Plan (each, a “Plan”),
which are evidenced by an Award Agreement for Restricted Stock
Units or an action of the Administrator that specifically refers to
these Standard Terms and Conditions. Certain capitalized terms not
otherwise defined herein are defined in the Plan.
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1.
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TERMS OF
RESTRICTED STOCK UNITS
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THE
ADVISORY BOARD COMPANY, a Delaware corporation (the
“Company”), has granted to the Participant named in the
Restricted Stock Unit Agreement provided to said Participant
herewith (the “RSU Agreement”) an award of a number of
Restricted Stock Units (the “Award”) specified in the
RSU Agreement. Each Restricted Stock Unit represents the right to
receive one share of the Company’s common stock, $0.01 par
value per share (the “Common Stock”), upon the terms
and subject to the conditions set forth in the RSU Agreement, these
Standard Terms and Conditions, and the Plan, each as amended from
time to time. For purposes of these Standard Terms and Conditions
and the RSU Agreement, any reference to the Company shall, unless
the context requires otherwise, include a reference to any
Subsidiary.
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2.
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VESTING OF
RESTRICTED STOCK UNITS
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The
Award shall not be vested as of the Grant Date set forth in the RSU
Agreement and shall be forfeitable unless and until otherwise
vested pursuant to the terms of the RSU Agreement and these
Standard Terms and Conditions.
After
the Grant Date, subject to termination or acceleration as provided
in these Standard Terms and Conditions or the Plan, or except as
otherwise determined or approved by the Administrator, the Award
shall become vested as described in the RSU Agreement with respect
to that number of Restricted Stock Units as set forth in the RSU
Agreement. Each date on which Restricted Stock Units subject to the
Award vest is referred to herein as a “Vesting Date.”
Notwithstanding anything herein or in the RSU Agreement to the
contrary, if a Vesting Date is not a business day, the applicable
portion of the Award shall vest on the next following business day.
Restricted stock units granted under the Award that have vested and
are no longer subject to forfeiture are referred to herein as
“Vested Units.” Restricted stock units granted under
the Award that are not vested and remain subject to forfeiture are
referred to herein as “Unvested Units.” The vesting
period of an Award shall be suspended by the Administrator during
any period in which the Participant is on an approved leave of
absence.
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3.
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SETTLEMENT
OF RESTRICTED STOCK UNITS
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Each
Vested Unit will be settled by the delivery of one share of Common
Stock or cash in an amount equivalent to the value of one share of
Common Stock (or any combination of cash and Common Stock as may be
determined in the sole discretion of the Administrator), subject to
adjustment under Section 12 of the Plan, to the Participant
or, in the event of the Participant’s death, to the
Participant’s estate, heir or beneficiary, as soon as
practicable following the applicable Vesting Date but in no event
later than March 15 of the year following the year in which
the Vesting Date occurs; provided that the Participant has
satisfied all of the tax withholding obligations described in
Section 7 below, and that the Participant has completed,
signed and returned any documents and taken any additional action
that the Company deems appropriate to enable it to accomplish the
delivery of the shares of Common Stock and/or cash. Notwithstanding
the foregoing, if the Participant makes a valid deferral election
in accordance with the RSU Agreement, each Vested Unit will be
settled at
