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FORM OF RESTRICTED STOCK AGREEMENT

Equity Incentive Plan Agreement

FORM OF RESTRICTED STOCK AGREEMENT | Document Parties: Domus Holdings Corp | Realogy Corporation You are currently viewing:
This Equity Incentive Plan Agreement involves

Domus Holdings Corp | Realogy Corporation

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Title: FORM OF RESTRICTED STOCK AGREEMENT
Governing Law: Delaware     Date: 8/11/2009
Industry: Real Estate Operations     Law Firm: Wachtell Lipton     Sector: Services

FORM OF RESTRICTED STOCK AGREEMENT, Parties: domus holdings corp , realogy corporation
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Exhibit 10.8

 

 

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 ”).

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:

 

 

 

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.

 

 

 

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.

 

 

 

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.

 

 

 

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.


 

 

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.

 

 

 

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.

 

 

 

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.

 

 

 

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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