EXHIBIT 10.2
RESTRICTED STOCK AGREEMENT
--------------------------
RESTRICTED STOCK AGREEMENT (this "Agreement") dated as of October
15,
2007 by and between COACTIVE MARKETING GROUP, INC., a Delaware
corporation (the
"Corporation"), and FRED KASEFF (the "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the
Corporation has adopted the COACTIVE MARKETING, GROUP,
INC. 2002 Long-Term Incentive Plan, as amended (the "Plan");
and
WHEREAS, the Board of Directors (the "Board") and Compensation
Committee of the Corporation have determined that it is desirable
and in the
best interest of the Corporation to grant the Employee shares of
restricted
stock under the Plan and this Agreement as an incentive for the
Employee to
advance the interests of the Corporation; and
WHEREAS, the Employee desires to accept such shares subject to
the
restrictions and other provisions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt
of
which is hereby acknowledged, the parties hereto do hereby agree as
follows:
1.
Grant. Pursuant to the Plan, and subject to the terms and
conditions set forth herein and therein, the Corporation hereby
issues to
Employee 100,000 shares of Common Stock of the Corporation (the
"Shares"). A
certificate representing the Shares shall be issued in the name of
the Employee
and shall be escrowed with the Secretary of the Corporation subject
to removal
of the restrictions placed thereon or forfeiture pursuant to the
terms of this
Agreement.
2.
Dividend, Voting and Other Rights. Except as otherwise
provided herein, from and after the date hereof, the Employee shall
have all of
the rights of a stockholder with respect to the Shares, including
the right to
vote the Shares and receive any dividends that may be paid thereon;
provided,
however, that any additional shares of Common Stock or other
securities that the
Employee may become entitled to receive pursuant to a stock
dividend, stock
split, combination of shares, recapitalization, merger,
consolidation,
separation or reorganization or any other change in the capital
structure of the
Corporation with respect to any unvested Shares shall be subject to
the same
restrictions as such unvested Shares under this Agreement.
3. Risk
of Forfeiture; Vesting. In the event of a Termination of
Association (as defined below) of the Employee for any reason prior
to October
15, 2012, all unvested Shares granted hereunder shall be forfeited
to the
Corporation, and the Employee shall have no further interest
therein of any kind
whatsoever. The Shares shall vest as follows:
<PAGE>
Percentage of
Date of
Shares Subject
Termination of Association
to Forfeiture
--------------------------
-------------
Prior to October 15, 2008
100%
On or after October 15, 2008 but prior to October 15, 2009
80%
On or after October 15, 2009 but prior to October 15, 2010
60%
On or after October 15, 2010 but prior to October 15, 2011
40%
On or after October 15, 2011 but prior to October 15, 2012
20%
On or after October 15, 2012
0%
A "Termination of Association" shall mean the termination of
the
relationship between the Corporation (and any subsidiary thereof)
and the
Employee, such that the Employee is no longer an employee of the
Corporation (or
any subsidiary thereof). In the event of a forfeiture, the
certificates
representing the unvested Shares covered by this Agreement shall be
canceled.
4.
Accelerated Vesting. Notwithstanding Section 3 above, in the
event a Change in Control (as hereinafter defined) occurs and,
within 18 months
following such Change in Control the Company terminates the
employment of the
Employee for any reason, the Shares, to the extent not then vested,
shall
thereupon become vested and no longer subject to forfeiture. For
purposes of
this Section 4, "Change in Control" means:
(i) Any person
(within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange
Act"))
shall have acquired (by any means) the right (x) through the
Beneficial
Ownership (within the meaning of Rule 13d-3 promulgated under
the
Exchange Act) of any voting securities of the Corporation or (y)
by
contract, agreement or similar understanding or (z) any combination
of
(x) and (y), to elect a majority of the Board; or
(ii)
The consummation by the Corporation of a
reorganization, merger or consolidation or sale or other
disposition of
all or substantially all of its assets ("Corporate
Transaction");
excluding, however, such a Corporate Transaction pursuant to which
(1)
all or substantially all of the individuals and entities who are
the
Beneficial Owners, respectively, of the then outstanding common
stock
("Outstanding Corporation Common Stock") and of the then
outstanding
common stock entitled to vote generally in the election of
directors
("Outstanding Corporation Voting Securities") immediately prior to
such
Corporate Transaction will beneficially own, directly or
indirectly,
more than 50% of, respectively, the outstanding common stock, and
the
combined voting power of the then outstanding
