Exhibit 10.2
OPENTV CORP.
2005 INCENTIVE PLAN
Restricted Share Agreement
RESTRICTED SHARE AGREEMENT
dated as of December 10, 2007 (the “Grant Date”),
between OpenTV Corp. (the “Company”) and
(“Grantee”).
Recitals
A. Grantee is an employee of the
Company or one of its Subsidiaries.
B. The Company has adopted the
OpenTV Corp. 2005 Incentive Plan, effective October 13, 2005
(the “Plan”), which is incorporated herein by
reference. This Agreement is entered into pursuant to
Section 11.5 of the Plan. Any capitalized terms used herein
and not otherwise defined are used as defined in the Plan.
C. To recognize the
contributions of certain employees of the Company, the Committee
has approved the issuance of Restricted Shares (as defined below)
to Grantee.
NOW THEREFORE, in
consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Grantee hereby agree to the
following:
1. Grant of Restricted
Shares. The Company hereby awards to Grantee under the Plan,
subject to the terms and conditions hereinafter set forth, ___
shares (the “Restricted Shares”) of the Company’s
Class A Ordinary Shares, no par value. The Restricted Shares
will be registered in the name of Grantee and will be recorded
electronically via the Direct Registration System with BNY Mellon
Shareowner Services, the Company’s transfer agent. The
Restricted Shares will bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to the Restricted
Shares, substantially in the following form:
The
transferability of the Class A Ordinary Shares represented by
this electronic record are subject to the terms, conditions and
restrictions (including forfeiture) contained in the Restricted
Share Agreement, effective as of December 10, 2007, between
OpenTV Corp. and the registered owner hereof. Copies of such
Agreement are on file in the offices of OpenTV Corp., 275
Sacramento Street, San Francisco, California 94111.
2. Transfer
Restrictions. The Restricted Shares may not be transferred or
assigned in any manner otherwise than by will or by the laws of
descent or distribution or pursuant to a Domestic relations order.
Upon any attempt to effect any such transfer or assignment, the
award provided for herein shall immediately become null and void,
and the Restricted Shares shall be immediately forfeited to the
Company. The terms of this Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of
Grantee.
3. Restrictions. Subject
to the forfeiture provisions of Section 4 hereof, the
restrictions on the Restricted Shares shall lapse and such shares
shall vest in Grantee in accordance with the following
schedule:
(a) Restrictions with respect to Twenty-five percent (25%) of
the Restricted Shares shall lapse on December 3,
2008.
(b) Restrictions with respect to 1/48 th of the
Restricted Shares shall lapse at the end of each month thereafter
until such time as the restrictions have lapsed as to one hundred
percent (100%) of the Restricted Shares. If application of the
foregoing schedule causes a fractional Share, such fractional Share
shall be rounded down to the nearest whole Share.
After
the restrictions lapse, the Class A Ordinary Shares shall no
longer be “Restricted Shares” and shall be fully vested
in and owned by the Grantee.
4. Termination of
Employment; Forfeiture.
(a) Upon termination of
Grantee’s employment with the Company and its Subsidiaries as
a result of the retirement (as described herein), death or
Disability of Grantee, any Restricted Shares, after such
termination, shall continue to be subject to the restrictions set
forth herein, which restrictions shall lapse and such shares shall
vest in Grantee in accordance with the provisions of Section 3
hereof as if Grantee had remained employed by the Company for six
calendar months past the date of termination. At the end of such
six-month period, all Restricted Shares as to which the
restrictions thereon shall not have previously lapsed shall be
immediately forfeited to the Company. Retirement of Grantee shall
mean (i) the termination of employment with the consent of the
Company or any Subsidiary on or after the last day of the month in
which Grantee attains age 65 and has, as of such date of
termination, been continuously employed by the Company for at least
two years or (ii) otherwise as the Committee shall determine,
in its sole discretion.
(b) Upon the involuntary
termination of Grantee’s employment with the Company or any
Subsidiary within six months following a Change in Control (as
defined in Section 7 hereof) for any reason other than Cause,
all restrictions shall lapse on the Restricted Shares.
(c) Upon termination of
Grantee’s employment with the Company and its Subsidiaries
for any reason other than as described in Sections 4(a) or
(b) above, all Restricted Shares as to which the restrictions
thereon shall not have previously lapsed shall be immediately
forfeited to the Company.
5. Distribution Following
Termination of Restrictions. Upon the lapsing of the
restrictions as to any portion of the Restricted Shares that have
vested to Grantee pursuant to the terms hereof, the Company will
instruct BNY Mellon Shareowner Services to remove, in respect of
such portion of the Restricted Shares, the restrictive legend
regarding transferability; provided that the Company shall not be
obligated to issue any fractional shares.
