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Exhibit 10.2
PHASE FORWARD
INCORPORATED
NON-EMPLOYEE DIRECTORS’
DEFERRED COMPENSATION PROGRAM
I.
INTRODUCTION
The Phase Forward Incorporated
Non-Employee Directors’ Deferred Compensation Program (the
“Program”), effective April 15, 2009, is
established pursuant to the Phase Forward Incorporated 2004 Stock
Option and Incentive Plan (the “Plan”) and permits a
Director of Phase Forward Incorporated (the “Company”)
who is not an employee of the Company (a “Non-Employee
Director”) to defer the receipt of shares of the
Company’s common stock, par value $0.01 per share
(“Stock”), payable in connection with the settlement of
Restricted Stock Units (“RSUs”) granted to him under
the Plan.
II.
ADMINISTRATION
The Program shall be administered by
the Compensation Committee of the Board of Directors of the Company
(the “Committee”). The Committee shall have
complete discretion and authority with respect to the Program and
its application, except as expressly limited by the
Program.
III.
ELIGIBILITY
All Non-Employee Directors are
eligible to participate in the Program.
IV.
DEFERRAL OF SETTLEMENT OF RESTRICTED
STOCK UNITS
A.
Election to
Defer . A Non-Employee
Director may elect in advance to defer the receipt of shares of
Stock that are payable upon settlement of his RSU grant until
“separation from service” (as such term is defined in
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and as determined in accordance with the
presumptions set forth in
Treasury Regulation
Section 1.409A-1(h)). To make an election to defer such
settlement of RSUs, the Non-Employee Director must execute and
deliver to the Committee an election form indicating his intent to
defer the receipt of shares of Stock. Except with respect to
(x) a newly elected or appointed Non-Employee Director or
(y) in connection with the establishment of this Program, any
election under this paragraph shall apply only to RSUs that are
granted with respect to services to be performed beginning on or
after the start of the next calendar year after such receipt and
acceptance. A Non-Employee Director who is serving as a
director on the Effective Date may, within 30 days of the Effective
Date, file a deferral election which shall apply to RSUs granted
with respect to services performed subsequent to the
election. A newly elected or appointed Non-Employee Director,
may, prior to becoming a Non-Employee Director, file a deferral
election which shall apply only to RSUs granted with respect to
services to be performed subsequent to the election. An
election shall remain in effect from year to year, until a new
election becomes effective with respect to RSUs payable in the next
calendar year. A Non-Employee Director may revoke his
deferral election with respect to RSUs that are granted to the
Non-Employee Director in the calendar year beginning after receipt
and acceptance by the Company of his written
revocation.
B.
Deferred
Account . As of the date of
settlement of a Non-Employee Director’s RSUs, in lieu of his
receipt of shares of Stock, a Non-Employee Director’s
deferred account (“Account”) shall be credited with a
number of whole and fractional stock units equal to the number
shares of Stock payable to the Non-Employee Director upon
settlement of his grant of RSUs.
C.
Dividend
Equivalent Amounts . Whenever dividends
(other than dividends payable only in shares of Stock) are paid
with respect to Stock
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