EXHIBIT 10.1
[Form of Restricted Stock Award Agreement under
the 2005 Equity Incentive Plan (Non-Employee Director)]
RESTRICTED STOCK AWARD
AGREEMENT
UNDER THE
KENEXA CORPORATION 2005 EQUITY INCENTIVE PLAN
THIS RESTRICTED
STOCK AWARD AGREEMENT (this “ Agreement ”) is
made by and between Kenexa Corporation, a Pennsylvania corporation,
(the “ Company ”) and [GRANTEE] (the “
Grantee ”).
WHEREAS, the
Company maintains the Kenexa Corporation 2005 Equity Incentive Plan
(the “ Plan ”) for the benefit of its employees,
directors, consultants, and other individuals who provide services
to the Company; and
WHEREAS, the Plan
permits the grant of Restricted Stock; and
WHEREAS, to
compensate the Grantee for his service to the Company as a director
and to further align the Grantee’s financial interests with
those of the Company’s stockholders, the Company desires to
award the Grantee a number of Shares, subject to the restrictions
and on the terms and conditions contained in the Plan and this
Agreement.
NOW, THEREFORE, in
consideration of these premises and the agreements set forth
herein, the parties, intending to be legally bound hereby, agree as
follows:
1.
Award of Restricted Shares . The Company
hereby awards the Grantee 2,700 Shares of Restricted Stock, subject
to the restrictions and the terms and conditions set forth in this
Agreement (the “ Restricted Shares ”). The
terms of the Plan are hereby incorporated into this Agreement by
this reference, as though fully set forth herein. Except as
otherwise provided herein, capitalized terms herein will have the
same meaning as defined in the Plan.
2.
Vesting of Restricted Shares . The
Restricted Shares are subject to forfeiture to the Company until
they become nonforfeitable in accordance with this Section 2.
While subject to forfeiture, the Restricted Shares may not be sold,
pledged, assigned, otherwise encumbered or transferred in any
manner, whether voluntarily or involuntarily by the operation of
law.
(a)
Vesting Based on Continued Service . One Hundred
Percent (100%) of the Restricted Shares will become nonforfeitable
on the date immediately preceding the Company’s 2008 annual
meeting of shareholders, provided that the Grantee has remained in
continuous service with the Company or a Subsidiary through such
date.
(b)
Vesting Upon Change in Control . Notwithstanding
Section 2(a), if a Change in Control occurs and the Grantee remains
in continuous service to the Company through the date of that
Change in Control, all of the Restricted Shares will become
nonforfeitable immediately prior to (and contingent on) the
occurrence of that Change in Control.
(c)
Unvested Shares Forfeited Upon Cessation of Service .
Upon any cessation of the Grantee’s service with the Company
(whether initiated by the Company, Grantee or otherwise): (i) any
Restricted Shares that are not then nonforfeitable will immediately
and
automatically, without any action on the part
of the Company, be forfeited, and (ii) the Grantee will have no
further rights with respect to those Shares.
3.
Issuance of Shares.
(a)
The Company will cause the Restricted Shares to be issued in the
Grantee’s name either by book-entry registration or issuance
of a stock certificate or certificates.
(b)
While the Restricted Shares remain forfeitable, the Company will
cause an appropriate stop-transfer order to be issued and to remain
in effect with respect to the Restricted Shares. As soon as
practicable following the time that any Restricted Share becomes
nonforfeitable (and provided
