Exhibit 10.30
FORM OF FIRST AMENDMENT TO
RESTRICTED STOCK AGREEMENT
This Form of First Amendment to
Restricted Stock Agreement (the “ Amendment ”)
is made effective as of May 8, 2009, by and between Marchex,
Inc., a Delaware corporation (the “ Company ”),
and
(“ Participant ”), in order to amend the
Restricted Stock Agreement entered into between the Company and
Participant effective as of January 1, 2007 (the “
Restricted Stock Agreement ”).
WHEREAS, the parties desire to enter
into this Amendment to otherwise bring the provisions of the
Restricted Stock Agreement into documentary compliance with the
applicable requirements of Section 409A of the Internal
Revenue Code, as amended (the “ Code ”), and the
Treasury Regulations issued thereunder (“ Section 409A
”).
NOW, THEREFORE, in consideration of
the mutual covenants and promises herein contained, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Participant hereby
agree as follows:
1. Section 7 of the Restricted
Stock Agreement shall be amended and restated in its entirety to
read as follows:
7. Taxes; Section 83(b)
Election . The Participant acknowledges that (i) no later
than the date on which any Restricted Stock shall have become
vested or upon the filing of an election under Section 83(b)
as provided below, the Participant shall pay to the Company, or
make arrangements satisfactory to the Company regarding payment of,
any federal, state or local taxes of any kind required by law to be
withheld with respect to any Restricted Stock which shall have
become so vested; and (ii) the Company shall, to the extent
permitted by law, have the right to deduct from any payment of any
kind otherwise due to the Participant any federal, state or local
taxes of any kind required by law to be withheld with respect to
any Restricted Stock which shall have become so vested or other
withholding taxes that are required by law, including that the
Company may, but shall not be required to, sell a number of Shares
sufficient to cover applicable withholding taxes. Subject to the
Participant’s compliance with the Company’s policy on
Insider Trading (as in effect from time to time), the Participant
may elect to pay the Company his or her obligations for the payment
of such taxes through a special sale and remittance procedure
commonly referred to as a “cashless exercise” or
“sell to cover” transaction pursuant to which the
Participant shall concurrently provide irrevocable written
instructions: (i) to the Company’s designated stock plan
administra
