Exhibit 10.8
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FORM OF
RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of
[ l ], 2007, between DOMUS HOLDINGS CORP., a
Delaware corporation, (the “ Company ”) and
[ l ] (the “ Purchaser
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WHEREAS, pursuant to the Agreement and Plan of Merger,
made and entered into as of the 15th day of December, 2006, by and
among the Company, Realogy Corporation (“ Realogy
”) and Domus Acquisition Corp., Domus Acquisition Corp. will
be merged with and into Realogy (the “ Transaction
”), and Realogy will be the surviving corporation in the
Transaction and will be a subsidiary of the Company;
WHEREAS, the Company, acting through the Committee with
the consent of the Company’s Board of Directors (the “
Board ”) will grant to the Purchaser, effective as of
the date the Transaction closes (the “ Grant Date
”), under the Domus Holdings Corp. 2007 Stock Incentive Plan
(the “ Plan ”) a number of shares of Common
Stock (“ Shares ”) on the terms and subject to
the conditions set forth in this Agreement and the Plan;
and
WHEREAS, Realogy and the Purchaser have executed an
Employment Agreement of even date herewith (the “
Employment Agreement ”);
WHEREAS, the Company, the Purchaser and certain other
holders of Shares have entered into a Management Investor Rights
Agreement of even date herewith (the “ Management Investor
Rights Agreement ”);
NOW, THEREFORE,
in consideration of the promises and
of the mutual agreements contained in this Agreement, the parties
hereto hereby agree as follows:
Section 1. The Plan .
The terms and provisions of the Plan are hereby incorporated into
this Agreement as if set forth herein in their entirety. In the
event of a conflict between any provision of this Agreement and the
Plan, the provisions of the Plan shall control. A copy of the Plan
may be obtained from the Company by the Purchaser upon request.
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings ascribed thereto in the
Plan.
Section 2. Grant .
Subject to the terms of this Agreement, the Company hereby grants
to the Purchaser an Award of Restricted Stock with respect to an
aggregate of [•] restricted shares of Common Stock of the
Company (subject to adjustment as provided in Article X of the
Plan) (the “Restricted Shares”) at a purchase price of
$ [•] per share (the “Unvested RS Purchase
Price”). The Purchaser agrees to promptly pay to the Company
the amount of the aggregate Unvested RS Purchase Price for the
Restricted Shares.
Section 3. Vesting . The
Restricted Shares shall vest, and the restrictions imposed on the
Restricted Shares pursuant to this Section 3 shall lapse as
follows: (i) one-half of the Restricted Shares shall vest on
the 18-month anniversary of the Grant Date and (ii) one-half
of the Restricted Shares shall vest on the third anniversary of the
Grant Date, provided that, in each case, the Purchaser has not
incurred a Termination of Relationship prior to the applicable
vesting date. The Restricted Shares shall accelerate and vest in
full upon a Sale of the Company (provided the Purchaser has not
incurred a Termination of Relationship before such time). Prior to
vesting, the Restricted Shares, any interest therein, any amount
payable in respect thereof, and
any consideration or other securities received
therefor pursuant to Article X of the Plan (such consideration or
other securities, the “Restricted Property”), may not
be sold or transferred by the Purchaser. After vesting, the
Restricted Shares shall have the same attributes as other Shares,
as set forth in the Management Investor Rights Agreement and shall
be subject to repurchase as set forth in the Management Investor
Rights Agreement; provided, however, that Restricted Shares that
have not yet vested shall be subject to repurchase at the Unvested
RS Purchase Price.
Section 4. Purchaser’s
Service . Nothing in this Agreement shall confer upon the
Purchaser any right to continue as an employee of, or other service
provider to, the Company or any of its Subsidiaries or Affiliates
or interfere in any way with the right of the Company, its
Subsidiaries or its Affiliates, as the case may be, in their
respective sole discretion, to terminate the Purchaser’s
employment or service relationship or to increase or decrease the
Purchaser’s compensation at any time.
Section 5. Securities Law
Representations . The Purchaser acknowledges that the
Restricted Shares are not being registered under the Securities
Act, based, in part, in reliance upon an exemption from
registration under Rule 701 promulgated under the Securities Act,
and a comparable exemption from qualification under applicable
state securities laws, as each may be amended from time to time.
The Purchaser, by executing this Agreement, hereby makes the
following representations to the Company and acknowledges that the
Company’s reliance on federal and state securities law
exemptions from registration and qualification is predicated, in
substantial part, upon the accuracy of these
representations:
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The Purchaser is acquiring the
Restricted Shares solely for the Purchaser’s own account, for
investment purposes only, and not with a view or an intent to sell,
or to offer for resale in connection with any unregistered
distribution, all or any portion of the shares within the meaning
of the Securities Act and/or any applicable state securities
laws.
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The Purchaser is an
“accredited investor”, as that term is defined in Rule
501(a)(1), (2) or (3) of Regulation D promulgated under
the Securities Act.
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The Purchaser has had an
opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the Restricted Shares. The
Purchaser has been furnished with, and/or has access to, such
information as the Purchaser considers necessary or appropriate for
deciding whether to purchase the Restricted Shares. However, in
evaluating the merits and risks of an investment in the Restricted
Shares, the Purchaser has and will rely only upon the advice of the
Purchaser’s own legal counsel, tax advisors, and/or
investment advisors.
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The Purchaser is aware that any
value the Restricted Shares may have depends on their vesting and
certain other factors, and that any investment in common shares of
a closely held corporation such as the Company is non-marketable,
non-transferable and could acquire capital to be invested for an
indefinite period of time, possibly without return, and at
substantial risk of loss.
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The Purchaser understands that
the Restricted Shares will be characterized as “restricted
securities” under the federal securities laws, and that,
under such laws and applicable regulations, such securities may be
resold without registration under the Securities Act only in
certain limited circumstances, including in accordance with the
conditions of Rule 144 promulgated under the Securities Act, as
presently in effect. The Purchaser acknowledges receiving a copy of
Rule 144 promulgated under the Securities Act, as presently in
effect, and represents that the Purchaser is familiar with such
rule, and understands the resale limitations imposed thereby and by
the Securities Act and the applicable state securities
law.
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The Purchaser has read and
understands the restrictions, limitations and the Company’s
rights set forth in the Management Investor Rights Agreement, the
Plan and this Agreement that will be imposed on the Restricted
Shares (including those restrictions and limitations which will
continue after the Shares have vested). The Purchaser acknowledges
that to the extent the Purchaser is not a party to the Management
Investor Rights Agreement at the time that the Purchaser purchases
the Restricted Shares, such purchase shall be treated for all
purposes as effecting the Purchaser’s simultaneous execution
of the Management Investor Rights Agreement and the Purchaser shall
be bound thereby.
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The Purchaser has not relied upon
any oral representation made to the Purchaser relating to the
Restricted Shares or upon information presented in any promotional
meeting or material relating to the Restricted Shares.
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The Purchaser understands and
acknowledges that (a) any certificate evidencing the
Restricted Shares (or evidencing any other securities issued with
respect thereto pursuant to any stock split, stock dividend, merger
or other form of reorganization or recapitaliz
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