NATIONAL RESEARCH CORPORATION
RESTRICTED STOCK AGREEMENT
(Officers)
THIS AGREEMENT, made and entered into as of this ____ day of
_________, 20__ (the “Grant Date”), by and between
NATIONAL RESEARCH CORPORATION, a Wisconsin corporation (the
“Company”), and _____________ (the
“Participant”).
W I T N E S S E T H :
WHEREAS, the Company has adopted the National Research
Corporation 2001 Equity Incentive Plan (the “Plan”) to
permit awards of restricted shares of the Company’s common
stock, $.001 par value (“Common Stock”), to be granted
to employees of the Company and its Affiliates.
WHEREAS, the Participant is employed by the Company in a key
capacity and the Company desires him or her to remain in such
employ and to secure or increase his or her stock ownership in the
Company in order to increase his or her incentive and personal
interest in the welfare of the Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby
mutually covenant and agree as follows:
1.
Grant . Subject to the terms and conditions of the
Plan and this Agreement, the Company hereby grants to the
Participant the aggregate number of restricted shares of Common
Stock set forth on the signature page hereof (hereinafter referred
to as the “Restricted Shares”).
2.
Restrictions on Transfer . The Restricted Shares may
not be sold, assigned, transferred, pledged or otherwise encumbered
until the expiration of the period beginning on the Grant Date and
ending on the date one year after the Grant Date (the
“Restricted Period”) or, if earlier, until the
Participant is vested in the Restricted Shares pursuant to
paragraph 3(a).
3.
Termination of Employment .
(a)
If the employment of Participant terminates by reason of death or
disability, as determined by the Committee prior to the end of the
Restricted Period, then, notwithstanding the provisions of
subparagraph (b), the Participant shall be 100% vested in the
Restricted Shares on the date of termination of the
Participant’s employment.
(b)
If the employment of Participant is terminated for
