Exhibit 10.24
PHASE FORWARD INCORPORATED
2004 STOCK OPTION AND INCENTIVE PLAN
RESTRICTED
STOCK UNIT AWARD AGREEMENT
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Name of Grantee:
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Number of Restricted
Stock Units:
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Grant Date:
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Phase Forward
Incorporated (the “Company”) has selected you to
receive an award of Restricted Stock Units identified above,
subject to the terms set forth on Appendix A hereto and the
provisions of the Phase Forward Incorporated 2004 Stock Option and
Incentive Plan (the “Plan”) and the attached Statement
of Terms and Conditions.
Please indicate
your acceptance of this Agreement by signing below and returning it
promptly to the Company, to the attention of Jackie
Almeida.
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PHASE FORWARD
INCORPORATED
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By:
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Robert K. Weiler
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Chief Executive Officer
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I hereby accept
the award of Restricted Stock Units and agree to the terms and
conditions thereof as set forth in the Plan and the attached
Statement of Terms and Conditions.
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Dated:
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Grantee’s
Signature
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Grantee’s Name
and Address
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Appendix A
1.
Vesting Schedule
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Percentage of Units Vested
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Vesting Date
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%
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Second Anniversary of
Grant Date
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%
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Third Anniversary of
Grant Date
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%
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Fourth Anniversary of
Grant Date
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2.
Acceleration Events
In the event of a
Change in Control, the Restricted Stock Units shall vest as
follows:
·
On the effective date of the Change in Control, the number of units
that vest shall be determined by multiplying the number of
Restricted Stock Units subject to the Award by the product of
% and the number of full months that have
elapsed since the Grant Date, reduced by the units that have
previously vested pursuant to the vesting schedule set forth
above.
·
The remaining Restricted Stock Units shall vest on each subsequent
anniversary of the Grant Date through the fourth anniversary,
measured pro rata monthly from the effective date of Change in
Control over the number of months (rounded up) remaining between
the date of Change in Control and the fourth anniversary of the
Grant Date.
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STATEMENT OF TERMS AND
CONDITIONS
1.
Preamble . This Statement contains the terms and
conditions of an award (“Award”) of Restricted Stock
Units (“Restricted Stock Units”) made to the Grantee
identified in the Restricted Stock Unit Award Agreement attached
hereto pursuant to the Plan. Each Restricted Stock Unit
represents the right to receive one share of common stock of the
Company (“Stock”) on the vesting date of that
unit.
2.
Acceptance of Award . The Grantee shall have no rights
with respect to this Award unless he/she shall have accepted this
Award by signing and delivering to the Company a copy of the
Restricted Stock Unit Award Agreement within 30 days of the Grant
Date indicated on such agreement.
3.
Restrictions and Conditions.
(a)
This Award may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of by the Grantee prior to
vesting.
(b)
If the Grantee’s employment with the Company and its
Subsidiaries is voluntarily or involuntarily terminated for any
reason (including death) prior to vesting of Restricted Stock Units
granted herein, all Restricted Stock Units shall immediately and
automatically be forfeited and returned to the Company.
(c)
The Grantee shall not have any stockholder rights, including voting
or dividend rights, with respect to the shares of Stock subject to
the Award until the Grantee becomes a record holder of those shares
of Stock following their actual issuance pursuant to Section 6 of
this Agreement
4.
Vesting of Restricted Stock Units .
The
term “vest” as used in this Statement means the lapsing
of the restrictions that are described in this Statement with
respect to the Restricted Stock Units. The Restricted Stock
Units shall vest in accordance with the schedule set forth in
Section 1 of Appendix A to the Restricted Stock Unit Award
Agreement so long as the Grantee remains an employee of the Company
or a Subsidiary on each vesting date.
Notwithstanding the foregoing, the Grantee
shall become vested in the Restricted Stock Units prior to the
vesting dates set forth in Section 1 of Appendix A to the
Restricted Stock Unit Award Agreement in certain circumstances as
described in Section 2 of Appendix A.
5.
Dividend Equivalents .
(a)
If on any date the Company shall pay any dividend on shares of
Stock of the Company, the number of Restricted Stock Units credited
to the Grantee shall, as of such date, be increased by an amount
determined by the following formula:
3
W = (X multiplied by Y)
divided by Z, where:
W = the number of
additional Restricted Stock Units to be credited to the Grantee on
such dividend payment date;
X = the aggregate
number of Restricted Stock Units credited to the Grantee as of the
record date of the dividend;
Y = the cash dividend
per share amount; and
Z = the Fair Market
Value per share of Stock (as determined under the Plan) on the
dividend payment date.
(b)
In the case of a dividend paid on Stock in the form of Stock,
including without
