EXHIBIT 10.5
RESTRICTED STOCK AGREEMENT
This Restricted
Stock Agreement (this "Agreement") is entered into as of 22
December 2005 between INTERLAND, INC., a
Minnesota corporation (the "Company" or
"Interland") and Kathy Trahey
("Executive").
In connection with Executive's employment with the Company, and as a
material inducement for Executive to accept
employment
with the Company,
the
Company has determined to grant to Executive Nine Thousand Three Hundred
Ninety-Two (9,392) shares of the common stock, no par value per share, of
Interland, subject to the terms, conditions and restrictions set
forth in this
Agreement (the "Common Stock").
Therefore, the
parties agree as follows:
1. Grant of
Restricted Stock.
Subject to the terms
and conditions of this
Agreement, Interland hereby grants to Executive
Nine Thousand Three Hundred
Ninety-Two (9,392) shares of the common stock, no par value per share, of
Interland, Inc. (the "Restricted Stock"). The interest of Executive in the
Restricted Stock is fully vested as of the date of this Agreement and the
Company shall have no right to repurchase
with respect to any of
the Restricted
Stock.
2. Restrictions
on Transfer.
(a) Lock-Up Period.
Executive hereby agrees that, except as provided
in Section 2(b), below, he will not,
directly or indirectly offer, sell, assign,
transfer, encumber, pledge, contract to sell, grant an option
to purchase, or
otherwise dispose of (collectively, "Transfer") any of the Restricted
Stock or
securities convertible or exchangeable into, or exercisable for, Restricted
Stock held of record or beneficially owned (within the meaning of Rule13d-3
under the Exchange Act) by him except as
follows: (i) one thirty-sixth (1/36) of
the Executive's Restricted Shares may be Transferred at any
time after January
31, 2006, (ii) an additional one thirty-sixth (1/36) of the Executive's
Restricted Shares may be Transferred at any
time following the last day of each
of the next thirty-four (34) calendar month thereafter and
(iii) the remainder
of the Executive's Restricted Shares may be Transferred at any time after
December 22, 2008.
(b) Permitted Transfers. Notwithstanding the foregoing,
Executive may
transfer any Restricted Stock or securities
convertible into or
exchangeable or
exercisable for Restricted Stock either during his lifetime
or on death (i) by
will or intestacy to his immediate family,
(ii) to a trust the
beneficiaries of
which are exclusively the Executive
and/or a member or
members of his immediate
family or (iii) to member's of Executive's
immediate family; provided, however,
that prior to any such transfer each transferee shall execute an agreement,
reasonably satisfactory to the Company,
pursuant to which each
transferee shall
agree to receive and hold such shares of Restricted Stock, or securities
convertible into or exchangeable or exercisable for the Restricted Stock,
subject to the provisions hereof, and there shall be no
further transfer except
in accordance with the provisions hereof. For the purposes of this
paragraph,
"immediate family" shall mean spouse,
lineal descendant, father, mother, brother
or sister of the transferor.
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(c) Legend on Certificates. Any certificates evidencing the
Restricted
Stock issued prior to the end of the
restrictive
period described in Section
2(a), above, shall bear the following
legend:
"The shares
represented
by this certificate are subject to an
agreement between the Corporation and the registered holder, a copy
of
which is on file at the principal office of this Corporation."
3.
Recapitalization. If
the outstanding shares of Common Stock are changed
into or exchanged for a different
number or kind of
shares or other
securities
of Inte
