|
Exhibit
10.2
ICF INTERNATIONAL,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
(Non-Employee Director
Award)
This Restricted Stock Award
Agreement (this “ Agreement ”) is by and between
ICF International, Inc., a Delaware corporation (the “
Corporation ”), and Richard M. Feldt (the “
Participant ”), a non-employee director of the
Corporation, and is effective as of the closing of business on
March 14, 2008 (the “ Effective Date
”).
1. Award of Restricted
Stock . Subject to the provisions of the ICF International,
Inc. 2006 Long-Term Equity Incentive Plan (the “ Plan
”) and this Agreement, the Corporation hereby grants to the
Participant Five Thousand Ninety Six (5,096) shares (the
“ Award ”) of the Corporation’s Common
Stock, par value $0.001 per share (the “ Common Stock
”), to which the restrictions referred to in Section 2
(the “ Vesting Conditions ”) attach (the “
Restricted Stock ”).
2. Vesting Conditions
.
(a) Vesting Schedule .
The Restricted Stock shall be initially unvested (the unvested
shares of Restricted Stock are referred to in this Agreement as the
“ Unvested Shares ”) and shall vest, if at all,
as provided in this Section 2 over a three (3) year
period measured from the Effective Date (the “ Vesting
Period ”). Except as otherwise provided in
Section 2(c) below, thirty-three and 1 / 3 percent (33
1 /
3 %) of the Restricted Stock shall vest upon the date that
is 366 days after the Effective Date, thirty-three and 1 / 3 percent (33
1 /
3 %) of the Restricted Stock shall vest on the second
anniversary of the Effective Date, and thirty-three and 1 / 3 percent (33
1 /
3 %) of the Restricted Stock shall vest on the third
anniversary of the Effective Date (each, a “ Vesting
Date
”).
(b) Rounding . The
number of shares of Restricted Stock vesting as of a particular
Vesting Date shall be rounded down to the nearest whole share;
provided , however , that all remaining Unvested
Shares shall vest completely on the final Vesting Date.
(c) Other Vesting .
Notwithstanding anything to the contrary contained in this
Section 2, all of the Restricted Stock shall vest immediately
upon the occurrence of a Change in Control (as defined in
Section 8 hereof) of the Corporation at any time prior to the
satisfaction of the Vesting Conditions.
3. Rights During Vesting
Period . The Participant generally shall have the rights and
privileges of a stockholder as to the Restricted Stock, including
the right to receive cash dividends and the right to vote. However,
notwithstanding any other provision hereof, the following
restrictions shall apply to shares of Restricted Stock prior to
satisfaction of the Vesting Conditions as to those shares:
(a) the Participant shall not be entitled to delivery of a
certificate for the Restricted Stock until the satisfaction of the
Vesting Conditions; (b) none of the Restricted Stock may be
sold, transferred (except by will or the laws of descent and
distribution), assigned, pledged or otherwise encumbered or
disposed of prior to satisfaction of the Vesting Conditions; and
(c) except as otherwise expressly provided herein and in the
Plan, the Participant shall forfeit and immediately transfer back
to the Corporation without
payment all of the Restricted Stock, and
all rights of the Participant to such Restricted Stock shall
terminate without further obligation on the part of the
Corporation, if and when the Participant ceases to be a director of
the Corporation prior to the satisfaction of the Vesting
Conditions. As a condition of the Award, the Corporation may
require the Participant to deliver to the Corporation a duly signed
stock power, endorsed in blank, with respect to the shares of
Common Stock subject to the Award.
4. Satisfaction of Vesting
Conditions . Upon the satisfaction of the Vesting Conditions as
to particular shares of Restricted Stock, the restrictions on the
applicable number of shares of Restricted Stock shall terminate and
a stock certificate for such number of shares of Common Stock shall
be delivered, free and clear of all such restrictions, to the
Participant or, subject to Section 5, the Participant’s
beneficiary or estate, as the case may be, subject to the
provisions of Sections 7 and 8(e). The Corporation shall not be
required to deliver any fractional share of Common Stock, but will
pay, in lieu thereof, the fair market value of such fractional
share to the Participant or the Participant’s beneficiary or
estate, as the case may be. The Corporation shall pay any original
issue tax that may be due upon the issuance of the Restricted Stock
and all other costs incurred by the Corporation in issuing such
shares of Common Stock.
5. Nontransferability of
Restricted Stock . The Restricted Stock is not transferrable by
the Participant prior to the satisfaction of the Vesting Conditions
except by will or the laws of descent and distribution. Without
limiting the generality of the foregoing, prior to the expiration
of the Vesting Conditions, the Award and Restricted Stock may not
be sold, transferred except as aforesaid, assigned, pledged, or
otherwise encumbered or disposed of, shall not be assignable by
operation of law, and shall not be subject to execution, attachment
or similar process. Any attempted sale, transfer, pledge,
assignment or other encumbrance or disposition of the Restricted
Stock contrary to the provisions hereof, or the levy of any
execution, attachment or similar process upon the Restricted Stock,
shall be null and void and without effect.
6. Reorganization or
Liquidation of the Corporation . In the event the Corporation
is succeeded by another corporation in a reorganization, which term
includes a merger, consolidation, acquisition of all or
substantially all of the assets or voting stock of the Corporation,
or other extraordinary transaction with similar effect, the
Participant shall be entitled to receive (subject to any required
action by stockholders) such securities of the surviving or
resulting corporation or other consideration as the board of
directors of such corporation shall determine to be as nearly
equivalent as practicable to the nearest whole number and class of
shares of stock or other securities or other consideration to which
the Participant would have been entitled under the terms of such
reorganization (without adjustment for any fractional interest
thereby eliminated), as if, immediately prior to such event, the
Participant had been the holder of record of the number of shares
of Common Stock which were then Restricted Stock without any
restriction whatsoever. Any such shares of stock or other
securities issued to the Participant in connection with any such
reorganization shall, after any such reorganization, be deemed to
be Restricted Stock for all purposes of this Agreement and the
Plan.
- 2 -
7. Compliance with
Securities Laws; Legend on Share Certificates .
(a) As of the Effective Date,
the Restricted Stock has not been registered under the Securities
Act of 1933, as amended (the “ Securities Act
”), or under any applicable state securities laws (the
Securities Act and such state laws being hereinafter sometimes
referred to as the “ Securities Laws ”). The
Restricted Stock shall not be transferrable except pursuant to the
provisions of the Securities Laws. The Participant represents that
the Participant (i) is acquiring the Restricted Stock for the
Participant’s own account and not with a view to reselling,
splitting, sharing or otherwise participating in a distribution
thereof in violation of any Securities Laws, (ii) understands
that the effect of such representation is that the Restricted Stock
must be held indefinitely unless subsequently registered under the
Securities Laws or an exemption from such registration is available
at the time of any proposed sale or other transfer thereof,
(iii) understands that the Corporation is under no obligation
to register the Restricted Stock for
|
