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Exhibit
10.2
REWARDS NETWORK
INC.
RESTRICTED STOCK UNIT
AWARD AGREEMENT
Rewards Network Inc., a
Delaware corporation (the “ Company ”), hereby
grants to
(the “ Holder ”), as of February 19, 2008
(the “ Grant Date ”), pursuant to the provisions
of the Company’s 2006 Long-Term Incentive Plan (the “
Plan ”), a restricted stock unit award (the “
Award ”) with respect to
shares of the Company’s Common Stock, $0.02 par value
(“ Stock ”), upon and subject to the
restrictions, terms and conditions set forth below. Capitalized
terms not defined herein shall have the meanings specified in the
Plan. Certain capitalized terms are defined in
Section 3.2.
1. Award Subject to
Acceptance of Agreement . The Award shall be null and void
unless the Holder shall accept this Agreement by executing it in
the space provided below and returning it to the
Company.
2. Rights as a
Stockholder . The Holder shall not be entitled to any
privileges of ownership with respect to the shares of Stock subject
to the Award unless and until, and only to the extent, such shares
become vested pursuant to Section 3 hereof and the Holder
becomes a stockholder of record with respect to such
shares.
3. Vesting of Shares
Subject to Award .
3.1. Vesting
Requirement . Except for the vesting of the Award upon
termination following a Change in Control as provided in
Section 7(f) of the Plan, the Award shall vest as
follows:
Vesting of 50% of the
Award based on Time
One-half of the Award shall
vest on account of the Holder’s continued employment by the
Company as follows: (i) on the first anniversary of the Grant
Date with respect to one-sixth of the number of shares of Stock
subject to the Award, rounded up to the nearest whole share,
(ii) on the second anniversary of the Grant Date with respect
to an additional one-sixth of the number of shares of Stock subject
to the Award, rounded down to the nearest whole share and
(iii) on the third anniversary of the Grant Date with respect
to an additional one-sixth of the number of shares of Stock subject
to the Award, rounded down to the nearest whole share.
Vesting of up to 25% of
the Award based on EBITDA
If the Company achieves the
EBITDA Target, three-sixteenths of the number of shares of Stock
subject to the Award shall vest as follows: (i) on the first
anniversary of the Grant Date with respect to one-sixteenth of the
number of shares of Stock subject to the Award, rounded up to the
nearest whole share, (ii) on the second anniversary of the
Grant Date with respect to one-sixteenth of the number of shares of
Stock subject to the Award, rounded down to the nearest whole share
and (iii) on the third anniversary of the Grant Date with
respect to one-sixteenth of the number of shares of Stock subject
to the Award, rounded down to the nearest whole share.
If the Company’s 2008
EBITDA less one-third of CapEx is more than the EBITDA Target, up
to an additional one-sixteenth of the number of shares of Stock
subject to the Award shall vest as follows: (i) on the first
anniversary of the Grant Date with respect to one-third of the
Excess EBITDA Vested Shares, rounded up to the nearest whole share,
(ii) on the second anniversary of the Grant Date with respect
to one-third of the Excess EBITDA Vested Shares, rounded down to
the nearest whole share and (iii) on the third anniversary of
the Grant Date with respect to one-third of the Excess EBITDA
Vested Shares, rounded down to the nearest whole share. The “
Excess EBITDA Vested Shares ” are equal to
one-sixteenth of the number of shares of Stock subject to the Award
multiplied by a fraction with the numerator equal to actual 2008
EBITDA less one-third of CapEx (but not more than the EBITDA
Stretch Target) minus the EBITDA Target and a denominator equal to
the EBITDA Stretch Target minus the EBITDA Target.
Vesting of up to 25% of
the Award based on Revenue
If the Company achieves the
Revenue Target and actual 2008 EBITDA is greater than the EBITDA
Threshold, three-sixteenths of the number of shares of Stock
subject to the Award shall vest as follows: (i) on the first
anniversary of the Grant Date with respect to one-sixteenth of the
number of shares of Stock subject to the Award, rounded up to the
nearest whole share, (ii) on the second anniversary of the
Grant Date with respect to one-sixteenth of the number of shares of
Stock subject to the Award, rounded down to the nearest whole share
and (iii) on the third anniversary of the Grant Date with
respect to one-sixteenth of the number of shares of Stock subject
to the Award, rounded down to the nearest whole share.
If the Company’s 2008
Revenue is more than the Revenue Target and actual 2008 EBITDA is
greater than the EBITDA Threshold, up to an additional
one-sixteenth of the number of shares of Stock subject to the Award
shall vest as follows: (i) on the first anniversary of the
Grant Date with respect to one-third of the Excess Revenue Vested
Shares, rounded up to the nearest whole share, (ii) on the
second anniversary of the Grant Date with respect to one-third of
the Excess Revenue Vested Shares, rounded down to the nearest whole
share and (iii) on the third anniversary of the Grant Date
with respect to one-third of the Excess Revenue Vested Shares,
rounded down to the nearest whole share. The “ Excess
Revenue Vested Shares ” are equal to one-sixteenth of the
number of shares of Stock subject to the Award multiplied by a
fraction with the numerator equal to actual 2008 Revenue (but not
more than the Revenue Stretch Target) minus the Revenue Target and
a denominator equal to the Revenue Stretch Target minus the Revenue
Target.
Cancellation of unvested
Award upon termination
If the Holder’s service
with the Company terminates for any reason (except as provided in
Section 7(f) of the Plan), the Holder shall forfeit all rights
with respect to the shares of Stock which are not vested as of the
effective date of the Holder’s termination of service and
such unvested portion of the Award shall be cancelled by the
Company.
3.2. Performance
Targets .
“ EBITDA ”
means earnings before interest, income taxes, depreciation and
amortization. For purposes of the this Award, the Company’s
EBITDA for 2008, which
2
may be adjusted to exclude
any unusual and non-recurring gains and losses, will be determined
by the Company in its sole discretion, with the Committee making
the final determination, and such determination will be final and
binding on Holder and not subject to review.
“ CapEx ”
means capital expenditures. For purposes of this Award, the
Company’s CapEx for 2008 will be determined by the Company in
its sole discretion, with the Committee making the final
determination, and such determination will be final and binding on
Holder and not subject to review.
The Company’s “
EBITDA Threshold” will equal an amount of EBITDA for
2008, which may be adjusted as described above. The Company’s
“ EBITDA Target ” and “ EBITDA Stretch
Target ” will equal an amount of EBITDA for 2008, which
may be adjusted as described above, less one-th
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