CTM MEDIA HOLDINGS,
INC.
RESTRICTED STOCK
AGREEMENT
11 Largo Drive South
Stamford, Connecticut
06907
This Agreement confirms the grant of
Restricted Stock to you effective as of October 14, 2009 (the
“Effective Date”) upon the terms and conditions
described herein.
1.
Grant of Restricted
Stock . Pursuant to action of the
Compensation Committee (the “Committee”) of the Board
of Directors (the “Board”), CTM Media Holdings, Inc.
(the “Company”) hereby grants you, in lieu of your
annual cash compensation of Two Hundred and Fifty Thousand Dollars
($250,000) for the five year period starting October 14, 2009
through October 13, 2014, an aggregate of ONE MILLION, SEVEN
HUNDRED EIGHTY-FIVE THOUSAND, SEVEN HUNDRED AND FOURTEEN
(1,785,714) shares of Restricted Stock of the Company’s
Class B Common Stock (the “Restricted Shares”), subject
to the terms and conditions hereinafter set forth.
2.
Closing . The transfer of the Restricted
Shares occurred on the Effective Date. Concurrently with the
execution of this Agreement, the Company may issue one or more
certificates representing the Restricted Shares (which shall be
held by the Company pursuant to Section 6 until the applicable
Restrictions (as defined in Section 3) have lapsed).
3.
Restrictions
. The Restricted Shares
are being awarded to you subject to (i) the transfer and
forfeiture restrictions set forth in this Section 3 (the
“Restrictions”), which shall lapse after the expiration
of the vesting periods described in Section 4,
(ii) satisfaction of the tax withholding requirements set
forth in Section 8, and (iii) compliance with the
Company’s Insider Trading Policy, as may be amended from time
to time (the “Insider Trading Policy”).
(a)
Transfer . You may not directly or indirectly,
by operation of law or otherwise, voluntarily or involuntarily,
alienate, attach, sell, assign, pledge, encumber, charge or
otherwise transfer any of the Restricted Shares still subject to
Restrictions, except for such assignments by will or the laws of
descent and distribution, provided that, in all cases, such
transferee executes a written consent to be bound by the terms of
this Agreement.
(b)
Forfeiture
. Subject to exceptions
as set forth herein (including, but not limited to, the occurrence
of an Acceleration Event (as defined below)) or as otherwise may be
determined by the Committee, if your continuous employment with the
Company shall terminate for any reason, all Restricted Shares for
which the Restrictions have not lapsed at such time shall be
returned to or canceled by the Company, and shall be deemed to have
been forfeited by you. Upon a forfeiture of your Restricted Shares,
the Company will not be obligated to pay you any consideration
whatsoever for the forfeited Restricted Shares.
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“Continuous employment”
means that the provision of services to the Company or a Related
Entity in any capacity of officer, employee, director or consultant
is not interrupted or terminated. Continuous employment shall not
be considered interrupted in the case of (i) any approved leave of
absence, (ii) transfers between locations of the Company or among
the Company, any Related Entity or any successor in any capacity of
officer, employee, director or consultant, or (iii) any change in
status as long as the individual remains in the service of the
Company or a Related Entity in any capacity of officer, employee,
director or consultant (except as otherwise agreed to by the
parties). An approved leave of absence shall include sick leave,
military leave (including without limitation service in the
National Guard or the Army Reserves) or any other personal leave
approved by the Committee. No such leave may exceed ninety (90)
days unless reemployment upon expiration of such leave is
guaranteed by statute or contract.
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“Related Entity” means
any parent, subsidiary or any business, corporation, partnership,
limited liability company or other entity in which the Company, a
parent or a subsidiary holds a substantial ownership interest,
directly or indirectly.
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4.
Lapse of
Restrictions.
(a) The Restrictions
shall lapse to the extent the Restricted Shares have become vested,
as follows: (i) as to FIVE HUNDRED NINETY FIVE THOUSAND, TWO
HUNDRED THIRTY EIGHT (595,238) Restricted Shares, on October 14,
2011, (ii) as to FIVE HUNDRED NINETY FIVE THOUSAND, TWO HUNDRED
THIRTY EIGHT (595,238) Restricted Shares, on October 14, 2012 and
(iii) as to FIVE HUNDRED NINETY FIVE THOUSAND, TWO HUNDRED THIRTY
EIGHT (595,238) Restricted Shares, on October 14, 2013.
(b) Other than as set
forth below, all of the Restricted Shares shall become vested and
the Restrictions shall lapse with respect to any unvested
Restricted Shares upon the occurrence of any of the following
events (each an “Acceleration Event”):
(i) A
“Corporate Transaction”, which shall mean:
(A) A merger or
consolidation of the Company with any other corporation or other
entity, other than (x) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving or parent entity) 80% or more of the combined voting
power of the voting securities of the Company or such surviving or
parent entity outstanding immediately after such merger or
consolidation or (y) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no “person” (as defined in the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) acquired 25% or more of the combined voting power of
the Company’s then outstanding securities; or
(B) a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of its
assets (or any transaction having a similar effect).
(ii) A
“Change in Control”, which shall mean a change in
ownership or control of the Company effected through either of the
following:
(A) any
“person,” as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than (w) the Company, (x) any
trustee or other fiduciary holding securities under an employee
benefit plan of the Company, (y) any corporation or other entity
owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of common
stock, or (z) any person who, on the date hereof, owned more than
25% of the combined voting power of the Company’s then
outstanding voting securities), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company (not including
in the securities beneficially owned by such person any securities
acquired directly from the Company or any of its affiliates other
than in connection with the acquisition by the Company or its
affiliates of a business) representing 25% or more of the combined
voting power of the Company’s then outstanding voting
securities; or
(B) during
any period of not more than two consecutive years, not including
any period prior to the date hereof, individuals who at the
beginning of such period constitute the Board, and any new director
(other than a director whose initial assumption
