RESTRICTED STOCK UNIT AWARD
AGREEMENT
Issued Pursuant to the Forrester Research, Inc. 2006 Equity
Incentive Plan
[ Insert
name and address of Part icipant]
Dear [ name
of Participant ]:
The undersigned
(the “Participant”) (i) acknowledges that [
he/she ] has received an award (the “Award”) of
restricted stock units from Forrester Research, Inc. (the
“Company”) under the Forrester Research, Inc. 2006
Equity Incentive Plan (the “Plan”), subject to the
terms set forth below in this agreement (the
“Agreement”) and (ii) agrees with the Company as
follows:
1.
Effective Date; Restricted Stock Unit Award . Provided the
Company receives this Agreement duly signed by the Participant by [
Date] , this Agreement shall take effect [ Date]
which is the date of grant of the Award. The Award gives the
Participant the conditional right to receive, without payment but
subject to the conditions and limitations set forth in this
Agreement and in the Plan, xxxx shares of Stock (the
“Shares”). The Award is intended to be a Performance
Award that is qualified for the performance-based exception under
Section 162(m) of the Code and shall be administered and construed
accordingly.
Except as
otherwise expressly provided herein, all terms used herein shall
have the same meaning as in the Plan.
This Award shall
vest, [ subject to satisfaction of the performance conditions
set forth in Appendix A ] on [ insert vesting date or
schedule] , provided that the Participant on such date is and
has been continuously employed by the Company or a subsidiary of
the Company since the date of this Agreement.
3.
Delivery of Shares . Subject to Section 5 below, the
Company shall, on or as soon as reasonably practicable following
the Vesting Date (but in no event later than March 15 of the
year following the calendar year containing such Vesting Date),
effect delivery of the Shares with respect to the vested portion of
the Award to the Participant (or, in the event of the
Participant’s death after vesting of all or portion of the
Award, to the person to whom the Award has passed by will or the
laws of descent and distribution).
4.
Dividends; Equity Interest . The Award shall not be
interpreted to bestow upon the Participant any equity interest or
ownership in the Company or any of its subsidiaries prior to the
date on which the Company delivers Shares to the Participant. The
Participant is not entitled to vote any Shares by reason of the
granting of this Award or to receive or be credited with any
dividends that may be declared and payable on any Share prior to
the payment date with respect to such Share. The Participant shall
have the rights of a shareholder only as to those Shares, if any,
that are actually delivered under the Award.
page 1
5.
Certain Tax Matters. The Participant expressly acknowledges
that because this Award consists of an unfunded and unsecured
promise by the Company to deliver Shares in the future, subject to
the terms hereof, it is not possible to make a so-called
“83(b) election” with respect to the Award. The Company
shall, and the Participant expressly authorizes the Company to,
satisfy the federal, state, local, non-U.S. or other tax
withholding obligations arising in connection with the vesting of
this Award or any portion thereof by having shares of Stock
withheld from the Shares deliverable to the Participant upon
vesting of all or any portion of the Award, up to the greatest
number of whole shares with an aggregate fair market value not
exceeding the minimum required withholding applicable to the amount
so vesting.
