Exhibit 10.36
EXPONENT, INC.
Restricted Stock Award
Plan
Amended and Restated Restricted
Stock Unit Director Grant Agreement
This Restricted Stock Unit Director
Grant Agreement (the “Agreement”) is dated as of
and is entered into between Exponent, Inc., a Delaware corporation
(the “Company”), and
(the “Director”).
Pursuant to the terms of the
Restricted Stock Award Plan (the “Plan”) the Company
hereby awards to Director restricted stock units (“Restricted
Stock Units”) on the terms and conditions as set forth in
this Agreement and the Plan. Capitalized terms used but not defined
in this Agreement shall have the meaning specified in the
Plan.
In consideration of the mutual
promises set forth below, the parties hereto agree as
follows:
1. Award of Restricted Stock
Units . Subject to the terms and conditions of this Agreement
and the Plan (the terms of which are incorporated herein by
reference) and effective as of the date set forth above, the
Company hereby grants to the Director
Restricted Stock Units.
2. Vesting . Restricted stock
units vest in three equal installments on the day prior to the
Company’s annual shareholder meeting (“Vesting
Dates”), provided that through a particular Vesting Date the
Director remains continuously in service to the Company.
3. Distribution of Shares .
Subject to any limitations set forth in this Agreement (including
Sections 6 and 18 below) and the Plan, a number of Shares of Common
Stock will be issued (“distributed”) to the Director in
settlement of this Restricted Stock Unit equal to the number of
then-vested Restricted Stock Units on (or as soon as practical
after, but in no event later than forty-five (45) days after)
the earlier to occur of (a) the third anniversary of the Grant
Date, (b) the Termination Date (but only with respect to the
portion of the award that is then-vested as provided for in
Section 4 of the Agreement, or (c) to the extent
specified in Section 17 of the agreement, the date which
vesting acceleration occurs in connection with a change in control
of the Company (the earlier of such dates, the “Distribution
Date”). Upon or as soon as practicable following the
Distribution Date, stock certificates (including electronic
representations of the same, the “Certificate”)
evidencing the Shares issued upon settlement of vested Restricted
Stock Units shall be issued and registered in the Director’s
name and delivered to (or appropriate notice in the case of
electronic Certificate delivered to) the Director (or in the case
of the Director’s death, to the Director’s beneficiary
or estate).
4. Effect of Termination of
Service . If the Director’s service on the
Company’s Board of Directors is terminated by the Director or
by the Company, the pro rata portion of the
Restricted Stock Units through the date of such
service termination that qualifies as a “separation from
service” under Code Section 409A (the “Termination
Date”) will vest and the Shares underlying all vested
Restricted Stock Units will be distributed as set forth in
Section 3 above, with the remainder of the unvested Restricted
Stock Units being immediately forfeited. Upon forfeiture of
Restricted Stock Units, the portion of the award so forfeited shall
terminate and the Company shall have no obligation to issue any
Shares in settlement of that portion of the award.
5. Dividends . Participants
holding restricted stock units shall be entitled to receive cash
payments equal to any cash dividends and other distributions paid
with respect to a corresponding number of shares of Common Stock,
provided that if any such dividends or distributions are paid in
shares of Common Stock, the Fair Market Value of such shares of
Common Stock shall be converted into restricted stock units, and
further provided that such restricted stock units shall be subject
to the same forfeiture restrictions and restrictions on
transferability as apply to the Restricted Stock Units with respect
to which they relate.
6. Tax Withholding
Obligations . In such rare circumstances in which withholding
is applicable, to meet any such obligations of the Company and
Director that might arise with respect to any withholding taxes,
FICA contributions, or the like under any federal, state, or local
statute, ordinance, rule, or regulation in or connection with the
award, deferral, or settlement of the restricted stock units, the
Committee can, in the limited circumstances where appropriate,
require that the Company withhold a number of shares of Common
Stock otherwise deliverable having a Fair Market Value sufficient
to satisfy the statutory minimum (or such higher amount as is
allowable without adverse accounting consequences) of the
Participant’s estimated total federal, state, and local tax
obligations associated with vesting or settlement of the restricted
stock units. In such rare circumstances, the Company may also, in
lieu of or in addition to the foregoing, at its sole discretion,
either require the Director to deposit with the Company an amount
of cash sufficient to meet the withholding requirements and/or,
withhold the required amounts from the Director’s pay during
the pay periods next following the date on which any such
applicable tax liability otherwise arises. The Company shall not
deliver any of the Certificates until and unless the Director has
made the deposit required herein or proper provision for required
withholding has been made. The Director hereby consents to any
action reasonably taken by the Company to meet the withholding
obligations.
7. Restriction on
Transferability . Until distribution, the restricted stock
units may not be sold, transferred, pledged, assigned, or otherwise
alienated at any time. Any attempt to do so contrary to the
provisions hereof shall be null and void. Notwithstanding the
above, distribution can be made pursuant to will, the laws of
descent and distribution, intra-family transfer instruments or to
an inter vivos trust.
8. Rights as Shareholder .
The Director shall not have voting or any other rights as a
shareholder of the Company with respect to the restricted stock
units. Upon settlement of the restricted stock units into shares of
Company Stock, the Director will obtain full voting and other
rights as a shareholder of the Company.
9. Administration . The
Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions
taken and
2
all interpretations and determinations made by
the Committee shall b
