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Exhibit 10.2
AWARD AGREEMENT FOR RESTRICTED SHARES
UNDER THE
VASCO DATA SECURITY INTERNATIONAL, INC.
1997 STOCK COMPENSATION PLAN
THIS AWARD AGREEMENT FOR RESTRICTED SHARES (this "
Agreement ") is made as of
(the " Effective Date "), between VASCO DATA SECURITY
INTERNATIONAL, INC. (the " Company ") and
(the " Grantee ").
WHEREAS , the Company maintains the VASCO Data Security
International, Inc. 1997 Stock Compensation Plan (as amended, the "
Plan ") for the benefit of its employees, directors,
consultants, and other individuals who provide services to the
Company; and
WHEREAS , to compensate the Grantee for his or her
service to the Company and to further align the Grantee’s
personal financial interests with those of the Company’s
shareholders, the Company wishes to award the Grantee a number of
shares of Common Stock (as defined below), subject to the
restrictions and on the terms and conditions contained in the Plan
and this Agreement.
NOW, THEREFORE , in consideration of these premises and
the agreements set forth herein, the parties, intending to be
legally bound hereby, agree as follows:
1. Grant of Restricted Shares . The Company hereby
grants to the Grantee an award of the shares set forth on
Exhibit A hereto (the " Awarded Shares ") of the
Company’s common stock, par value of $0.001 per share (the "
Common Stock "), subject to the terms and conditions set
forth in this Agreement and in the Plan. The terms of the Plan are
hereby incorporated into this Agreement by this reference, as
though fully set forth herein. Capitalized terms used but not
defined in this Agreement have the meanings set forth in the
Plan.
2. Vesting of Awarded Shares . Subject to
Sections 11 and 12 , the Awarded Shares are subject
to forfeiture to the Company until they become vested in accordance
with this Section 2 .
(a) Awarded Shares will become vested if and to the extent,
based upon the delivery of the applicable audited financial
statements of the Company, the Company achieves the Performance
Goal set forth on Exhibit A hereto during the Performance
Period. " Performance Period " means the period commencing
on
and ending on
. Any Awarded Shares that do not vest in accordance with this
Section 2 will automatically be forfeited.
(b) In the event of the Grantee’s termination of
employment for reasons other than (i) quit without Good Reason
(as defined below) or (ii) Cause (as defined below), during
the two years following a Change in Control:
(A) The Awarded Shares earned and outstanding as of the date the
Change in Control is determined to have occurred will be payable in
full at the level achieved in accordance with Exhibit A
hereto; and
(B) If the termination of employment occurs prior
to the expiration of the Performance Period, any remaining Awarded
Shares outstanding as of the date the Change in Control shall be
prorated (based on the ratio of (x) the number of days in that
have elapsed in the Performance Period to (y) the total number
of days in the Performance Period) at the target payout level up to
and including the date of such Change in Control and such prorated
amount of shares shall be delivered to the Grantee within 10 days
after such termination of employment and in any event no later than
March 15 of the year following the calendar year during which
such termination of employment occurs.
" Cause " means any act that constitutes, in the judgment
of the Committee, fraud, dishonesty, bad faith or a felony towards
the Company or any of its subsidiaries, any violation of the
Company’s Code of Ethics and Conduct (or any successor
thereto), conviction of a crime involving moral turpitude, entering
into any contract or business relationship causing diversion of
business opportunity from the Company or any of its subsidiaries
(except with the prior written consent of the Board), or willful
and material neglect of the individual’s duties to the
Company or any of its subsidiaries 30 days after having received
written notice thereof, in each case as determined by the
Committee, whose determination shall be conclusive and binding. "
Good Reason " means, following a Change in Control:
(i) The assignment to the Grantee of any duties inconsistent in
any respect with the Grantee’s position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities or any other action by the Company or a subsidiary
that results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith;
(ii) Any failure by the Company or a subsidiary to comply with
any provision of any employment agreement entered into between the
Grantee and the Company or such subsidiary other than an isolated,
insubstantial and inadvertent failure not occurring in bad
faith;
(iii) The Company (or any subsidiary) requiring the Grantee to
be based at any office or location other than the office occupied
by the Grantee as of the date of an Award or a reasonably
comparable office located within a 40-mile radius of such current
office; or
(iv) A material adverse change in the Grantee’s base
salary.
A "Good Reason" termination will have occurred only if
(x) the Grantee terminates his employment during the two years
following the initial existence of a Good Reason event;
(y) the Grantee provided notice to Company within 90 days of
the initial existence of a Good Reason condition; and (z) the
Company failed to cure the Good Reason event within 30 days of such
notice from the Grantee. Any good faith determination of "Good
Reason" made by the Grantee shall be conclusive.
(c) If the Grantee’s service with the
Company ceases by reason of the Grantee’s death or
Disability, 100% of the Awarded Shares will become vested
immediately prior to (and contingent on) the occurrence of such
death or Disability. " Disability " means a mental or
physical illness that entitles the Grantee to receive benefits
under the long-term disability plan of the Company, or if the
Grantee is not covered by such a plan, a mental or physical illness
that renders the Grantee totally and permanently incapable of
performing the Grantee’s services for the Company.
Notwithstanding the foregoing, a Disability will not qualify if it
is the result of (A) a willfully self-inflicted injury or
willfully self-induced sickness; or (B) an injury or disease
contracted, suffered, or incurred while participating in a criminal
offense. The determination of Disability will be made by the
Committee. The determination of Disability for purposes of this
Agreement shall not be construed to be an admission of disability
for any other purpose.
(d) Except as provided in Sections 2(b) and 2(c) ,
upon cessation of the Grantee’s service with the Company for
any reason or for no reason (and whether such cessation is
initiated by the Company, the Grantee or otherwise): (i) any
Awarded Shares that have not, prior to such cessation, become
vested will immediately and automatically, without any action on
the part of the Company, be forfeited, and (ii) the Grantee
shall have no further rights with respect to those Awarded
Shares.
(e) Solely for purposes of this Agreement, service with the
Company shall be deemed to include service with any subsidiary of
the Company (for only so long as such entity remains a
subsidiary).
3. Escrow of Shares .
(a) Certificates evidencing the Awarded Shares issued under this
Agreement shall be held in escrow by the Secretary of the Company
or his or her designee (the " Escrow Holder ") (or, if the
Awarded Shares are not certificated, shall be entered in the stock
record books of the Company as held in escrow by the Escrow Holder)
until such Awarded Shares are vested in accordance with
Section 2 , at which time, the Escrow Holder shall
deliver such certificates representing the Awarded Shares to the
Grantee (or, if the Awarded Shares are not certificated, the
Awarded Shares shall be entered in the stock record books of the
Company as held and owned by the Grantee); provided ,
however , that no certificates for Awarded Shares will be
delivered to the Grantee (or, if the Awarded Shares are not
certificated, no transfer of the Awarded Shares will be entered in
the stock record books of the Company) until appropriate
arrangements have been made with the Company for the withholding or
payment of any taxes that may be due with respect to such Awarded
Shares.
(b) If any of the Awarded Shares are forfeited by the Grantee
under Section 2 , upon request by the Company, the
Escrow Holder will deliver any stock certificate(s) evidencing
those Awarded Shares to the Company (or, if the Awarded Shares are
not certificated, such forfeiture will be entered in the stock
record books of the Company), and the Company will then have the
right to retain and transfer those Awarded Shares to its own name
free and clear of any rights of the Grantee under this Agreement or
otherwise.
(c) The Escrow Holder is hereby directed to
permit transfer of the Awarded Shares only in accordance with this
Agreement or in accordance with instructions signed by both parties
hereto. In the event further instructions are reasonably desired by
the Escrow Holder, he or she will be entitled to conclusively rely
upon directions executed by a majority of the members of the Board.
The Escrow Holder will have no liability for any act or omissions
hereunder while acting in good faith in the exercise of his or her
own judgment.
4. Stock Splits, etc . If, while any of the
Awarded Shares remain subject to vesting under
Section 2 , there occurs any merger, consolidation,
reorganization, reclassification, recapitalization, stock split,
stock dividend, or other similar change in the Common Stock, then
any and all new, substituted or additional sec
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