Exhibit 10.7
DiamondCluster International, Inc.
875 N. Michigan Avenue, Suite 3000
Chicago, IL 60611
312.255.5000
NOTICE OF GRANT OF STOCK APPRECIATION RIGHTS – GRANT #1
– PARTNER
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«FNAME»
«ADDRESS1»
«ADDRESS2»
«CITY»,
«STATE/COUNTRY»
«ZIP»
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«LNAME»
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EMPLOYEE ID:
«ID»
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Plan:
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«PLAN»
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Grant
Number:
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«AWDNO»
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Date of
Grant:
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«GRANTDATE»
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SARs
Granted:
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«SHARES»
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Grant
Price:
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«PRICE»
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Expiration
Date
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«EXPIRE»
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The SARs
will vest as follows:
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SARs
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Vest Date
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«SHARES1_»
«SHARES2_»
«SHARES3_»
«SHARES4_»
«SHARES5_»
«SHARES6_»
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«VEST1»
«VEST2»
«VEST3»
«VEST4»
«VEST5»
«VEST6»
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By accepting this grant, you and the Company agree that these SARs
are granted under and governed by the terms and conditions of the
Equity Plan indicated above, provided as part of this package, and
the attached Stock Appreciation Rights Agreement, both of which are
incorporated herein and made a part of this document. All
capitalized terms herein shall have the meanings ascribed by the
attached Stock Appreciation Rights Agreement.
DiamondCluster International, Inc.
875 N. Michigan Avenue, Suite 3000
Chicago, IL 60611
312.255.5000
NOTICE OF GRANT OF STOCK APPRECIATION RIGHTS – GRANT #2
– PARTNER
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«FNAME»
«ADDRESS1»
«ADDRESS2»
«CITY»,
«STATE/COUNTRY»
«ZIP»
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«LNAME»
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EMPLOYEE ID:
«ID»
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Plan:
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«PLAN»
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Grant
Number:
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«AWDNO»
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Date of
Grant:
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«GRANTDATE»
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SARs
Granted:
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«SHARES»
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Grant
Price:
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«PRICE»
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Expiration
Date:
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«EXPIRE»
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The SARs
will vest as follows*:
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SARs
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Vest Date
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«SHARES1_»
«SHARES2_»
«SHARES3_»
«SHARES4_»
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«VEST1»
«VEST2»
«VEST3»
«VEST4»
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*
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Vesting may be increased 2.5%
annually for each 1% of revenue growth above 20%, until all shares
have vested, based on each Unit’s annual organic net revenue
growth (“Revenue Growth”), in constant currency. The
CEO will determine Units (SBU and/or vertical or service line)
annually and employees will be assigned to a Unit on April 1 of
each fiscal year. Revenue Growth will be determined at the end of
each fiscal year, and vesting may be increased the following
May 15 th
as outlined in the
example below:
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Example:
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This grants
vests:
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25% on
November 15, 2008
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25% on
May 15, 2009
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25% on
November 15, 2009
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25% on
May 15, 2010
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Revenue Growth for FY’06 is 30%, 10% (the percentage over
20%) * 2.5% = 25%. Vesting for this grant will be accelerated as
follows:
25% on May 15, 2006
25% on November 15, 2008
25% on May 15, 2009
25% on November 15, 2009
0% on May 15, 2010
By accepting this grant, you and the Company agree that these SARs
are granted under and governed by the terms and conditions of the
Equity Plan indicated above, provided as part of this package, and
the attached Stock Appreciation Rights Agreement, both of which are
incorporated herein and made a part of this document. All
capitalized terms herein shall have the meanings ascribed by the
attached Stock Appreciation Rights Agreement.
DIAMONDCLUSTER INTERNATIONAL, INC.
1998 Equity Incentive Plan
STOCK APPRECIATION RIGHTS AGREEMENT
WHEREAS, DiamondCluster
International, Inc., a Delaware corporation (the
“Company”), has adopted the DiamondCluster
International, Inc. 1998 Equity Incentive Plan, as amended from
time to time and incorporated herein (the “Plan”),
which provides for, among other things, the grant of stock
appreciation rights (“SARs”) to employees of the
Company as selected by the Committee;
WHEREAS, the individual designated on
the attached “Notice of Grant of Stock Appreciation
Rights” (the “Recipient”) has been selected by
the Committee to receive SARs in accordance with the provisions of
the Plan; and
WHEREAS, the parties hereto desire to
evidence in writing the terms and conditions of the SAR.
NOW, THEREFORE, in consideration of
the foregoing and of the mutual covenants and agreements herein
contained and as an inducement to the Recipient to begin employment
with the Company or to continue as an employee of the Company, the
parties hereto hereby agree as follows:
1.
Definitions
.
All capitalized terms used herein
shall have the same meanings as are ascribed to them in the Plan,
unless expressly provided otherwise in this Agreement.
“Agreement” means this
Stock Appreciation Rights Agreement.
“Committee” means the
Company’s Office of the Chairman, as constituted from time to
time, or any other committee appointed by the board of directors of
the Company.
“Disability” means any
medically determinable physical or mental impairment which prevents
the Recipient from engaging in any substantial gainful activity and
which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than
12 months. Disability shall be determined by the Committee
based upon medical reports and other evidence satisfactory to the
Committee.
“Employee” means an
employee of the Company.
“Expiration Date” means
the termination date of the SAR, as set forth in the Notice of
Grant.
“Fair Market Value on the
Exercise Date” means the average of the high and low trading
prices of Stock on the date of exercise.
“Grant Date” means the
date the SARs are granted, as set forth in the Notice of
Grant.
“Notice of Grant” means
the “Notice of Grant of Stock Appreciation Rights”
attached hereto and incorporated herein by reference.
“Partner” means the
internal company designation for such position.
“Partner Compensation
Program” means the DiamondCluster International, Inc. Partner
Compensation Program dated November 13, 2003, as amended from
time to time.
“Stock” means the $.001
per share par value common stock of the Company.
“SARs” are stock
appreciation rights that provide the right to any gain in the FMV
on the Exercise Date above the Grant Price, paid in the form of
Stock on the exercise date, based on the FMV on the Exercise
Date.
“SAR Shares” means the
shares of Stock issued upon exercise of the SAR.
“Vest Date” means the
date upon which the SARs become vested, as set forth in the Notice
of Grant.
2.
Grant of SARs
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The Committee hereby awards to the
Recipient SARs on the terms and conditions set forth herein and
subject in all respects to the terms and provisions o
