Exhibit 10.1
FORM OF RESTRICTED
STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT
(the “Agreement”) is made effective as of
January 18, 2008 (the “Grant Date”), between
Information Services Group, Inc., a Delaware corporation
(“ISG”) (hereinafter called the “Company”),
and [NAME], a member of the Board who is not an employee of the
Company, hereinafter referred to as the “Grantee”.
Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan (as defined below).
WHEREAS, the
Company desires to grant the Grantee a restricted stock unit award
as provided for hereunder (the “Restricted Stock Unit
Award”), ultimately payable in shares of common stock of the
Company, par value $0.01 per share (the “Common Stock”
or “Shares”), pursuant to the terms set forth herein
and to the 2007 Information Services Group, Inc. Equity
Incentive Plan (the “Plan”), the terms of which are
hereby incorporated by reference and made a part of this
Agreement;
WHEREAS, the
committee of the Company’s Board appointed to administer the
Plan (the “Committee”), has determined that it would be
to the advantage and best interest of the Company and its
shareholders to grant the Restricted Stock Unit Award provided for
herein to the Grantee, and has advised the Company thereof and
instructed the undersigned officers to grant said Restricted Stock
Unit Award.
NOW, THEREFORE, in
consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as
follows:
1.
Grant of the Restricted Stock Units .
Subject to the
terms and conditions of the Plan and the additional terms and
conditions set forth in this Agreement, the Company hereby grants
to the Grantee [NUMBER] Restricted Stock Units (hereinafter called
“RSUs”). The RSUs shall vest and become nonforfeitable
in accordance with Section 2 hereof.
2.
Vesting .
(a)
So long as the Grantee continues to be a member of the Board, the
RSUs shall become vested and nonforfeitable in three equal
installments on each of the first, second and third anniversaries
of the Grant Date (each anniversary of the Grant Date, a
“Vesting Date”); provided however, that the RSUs shall
become 100% vested and nonforfeitable upon the earliest to occur of
(i) the date the Grantee ceases to be a member of the Board
due to the Grantee’s death, Disability or Retirement (as
defined below), and (ii) a Change in Control (any such date,
an “Acceleration Date”).
(b)
If, prior to the occurrence of the third anniversary of the Grant
Date (or any Acceleration Date), the Grantee ceases to be a member
of the Board for any reason other than due to the Grantee’s
death, Disability or Retirement (as defined below), the RSUs shall,
to the extent not then vested, be forfeited by the Grantee without
consideration therefor; provided, however, the Board may exercise
its discretion and accelerate the vesting of any portion of the
grant which is unvested.
(c)
For purposes of this Agreement, “Retirement” shall mean
a voluntary resignation from the Board at the age of seventy-two
(72) or older.
(d)
In no event shall the Grantee receive any distribution of Shares
subject to any vested RSUs until the Vesting Date or Acceleration
Date, as applicable, at which time the Company shall, as promptly
as administratively practicable (but in no event later than
March 14 of the calendar year following the calendar year in
which such Vesting Date or Acceleration Date occurs) deliver such
Shares to the Grantee.
3.
No Dividend Equivalents . Unless and until Grantee is the
record holder of the Common Stock subject to the RSUs, he or she is
not entitled to the payment of any dividends (or dividend
equivalents) with respect to the RSUs or the Shares subject
thereto.
4.
Change in Capitalization; Corporate Transactions . If there
occurs an event as described in Section 9 of the Plan, the
provisions of Section 9 shall govern the treatment of this RSU
Award.
5.
Limitation on Obligations . The Company’s obligation
with respect to the RSUs granted hereunder is limited solely to the
delivery to the Grantee of shares of Common Stock on the date when
such shares are due to be delivered hereunder, and in no way shall
the Company become obligated to pay cash in respect of such
obligation unless otherwise provided under Section 9 of the
Plan and permitted under Section 409A of the Code. Thi
