Exhibit 10.12
OPNET TECHNOLOGIES,
INC.
Restricted Stock
Agreement
Granted Under Amended and
Restated 2000 Stock Incentive Plan
This Restricted Stock Agreement (the
“ Agreement ”) is made on
, 20 (the
“ Grant Date ”), between OPNET Technologies,
Inc., a Delaware corporation (the “ Company ”),
and
(the “ Participant ”).
For valuable consideration, receipt
of which is acknowledged, the parties hereto agree as
follows:
1. Issuance of
Shares
The Company shall issue to the
Participant, subject to the terms and conditions set forth in this
Agreement and in the Company’s Amended and Restated 2000
Stock Incentive Plan (the “ Plan ”),
shares (the “ Shares ”) of common stock, $0.001
par value, of the Company (“ Common Stock ”).
The Shares will be held in book entry by the Company’s
transfer agent in the name of the Participant for that number of
Shares issued to the Participant. The Participant agrees that the
Shares shall be subject to the forfeiture provisions set forth in
Section 2 of this Agreement and the restrictions on transfer
set forth in Section 4 of this Agreement.
2. Vesting
(a) The Shares shall vest and become
free from the forfeiture provisions in Section 2(b) hereof and
become free from the transfer restrictions in Section 4 hereof
as set forth below:
(b) Except as otherwise provided in
this Section 2, the specified Shares shall not vest on the
vesting dates specified above unless the Participant, on such date,
is, and has been at all times since the Grant Date, an employee,
officer or director of, or consultant or advisor to, the Company or
any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Internal Revenue Code of
1986, as amended, or any successor to the Company (an
“Eligible Participant”). In the event the Participant
ceases to be an Eligible Participant for any reason or no reason,
with or without cause, then any Shares that are not then vested in
accordance with Section 2(a) or 2(c) shall be forfeited
immediately and automatically to the Company and the Participant
shall have no further rights with respect to such
Shares.
1
(c) Notwithstanding the foregoing,
upon the occurrence of a Change of Control Event (as defined in the
Plan), all of the Shares shall vest and become free from the
forfeiture provisions in Section 2(b) hereof and become free
from the transfer restrictions in Section 4 hereof.
3. Payment of Minimum Withholding
Obligation Upon Vesting of Shares Issued to Employee
Participants
Upon any vesting of Shares pursuant
to Section 2 hereof, the Company shall notify the Participant
of the minimum statutory withholding obligation with respect to the
income recognized by the Participant upon each lapse of the
forfeiture provisions (based on minimum statutory withholding rates
for all tax purposes, including payroll and social security taxes,
that are applicable to such income) within 5 business days of the
vesting date. The Participant shall satisfy promptly such tax
withholding obligation through payroll deduction, direct payment to
the Company or as may otherwise be agreed to by the Participant and
the Company in writing.
4. Restrictions on
Transfer
The Participant shall not sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively “ transfer
”) any Shares, or any interest therein, until such Shares
have vested, except that the Participant may transfer such Shares
subject to the prior approval of the Board of Directors,
provided that such Shares shall remain subject to this
Agreement (including without limitation the restrictions on
transfer set forth in this Section 4 and the forfeiture
provisions contained in Section 2) and such permitted
transferee shall, as a condition to such transfer, deliver to the
Company a written instrument confirming that such transferee shall
be bound by all of the terms and conditions of this Agreement or as
part of the sale of all or substantially all of the shares of
capital stock of the Company (including pursuant to a merger or
consolidation), provided that, in accordance with the Plan
and except as otherwise provided herein, the securities or other
property received by the Participant in connection with such
transaction shall remain subject to this Agreement. The Company
shall not be required (i) to transfer on its books any of the
Shares which have been transferred in violation of any of the
provisions set forth in this Agreement or (ii) to treat as
owner of such Shares or to pay dividends to any transferee to whom
such Shares have been transferred in violation of any of the
provisions of this Agreement.
5. Restrictive
Legends
All Shares subject to this Agreement
are subject to the followin
