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INSIGHT COMMUNICATIONS COMPANY, INC. 1999 EQUITY INCENTIVE PLAN RESTRICTED SHARES CANCELLATION AND DEFERRED STOCK AWARD AGREEMENT

Termination Agreement

INSIGHT COMMUNICATIONS COMPANY, INC. 1999 EQUITY INCENTIVE PLAN RESTRICTED SHARES CANCELLATION AND DEFERRED STOCK AWARD AGREEMENT | Document Parties: INSIGHT COMMUNICATIONS COMPANY, INC You are currently viewing:
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INSIGHT COMMUNICATIONS COMPANY, INC

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Title: INSIGHT COMMUNICATIONS COMPANY, INC. 1999 EQUITY INCENTIVE PLAN RESTRICTED SHARES CANCELLATION AND DEFERRED STOCK AWARD AGREEMENT
Governing Law: New York     Date: 3/18/2005
Industry: Broadcasting and Cable TV     Sector: Services

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Exhibit 10.2

 

INSIGHT COMMUNICATIONS COMPANY, INC.

1999 EQUITY INCENTIVE PLAN

RESTRICTED SHARES CANCELLATION

AND

DEFERRED STOCK AWARD AGREEMENT

AGREEMENT, dated as of March 15, 2005 ("Grant Date"), between Insight

Communications Company, Inc., a Delaware corporation (the "Company"), and Dinesh

C. Jain (the "Grantee").

 

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (the "Board") has adopted

the Insight Communications Company, Inc. 1999 Equity Incentive Plan, as amended

(the "Plan"), which Plan authorizes the grant of restricted shares of the

Company's common stock, $.01 par value ("Common Stock"), as well as the grant of

deferred shares of Common Stock, to directors, officers, employees and

consultants of the Company or any of its affiliates; and

WHEREAS, the Company has previously granted 135,000 restricted shares of

its Common Stock to the Grantee, of which 104,000 shares (the "Restricted

Shares") remain subject to a substantial risk of forfeiture; and

WHEREAS, the Company, upon the authorization and direction of the

Committee, has determined that it would be in the best interests of the Company

to allow the Grantee to surrender all such Restricted Shares and to grant

deferred stock ("Deferred Stock") to the Grantee as documented herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. SURRENDER OF RESTRICTED SHARES AND GRANT OF DEFERRED STOCK. Subject to

the terms and conditions of the Plan and as set forth herein, the Grantee hereby

surrenders all outstanding Restricted Shares held by the Grantee effective as of

the date hereof, and the Company hereby grants to the Grantee, as of the date

hereof, 104,000 shares of Deferred Stock.

2. TRANSFER RESTRICTIONS. The Deferred Stock granted herein may not be

assigned, alienated, pledged, attached, sold or otherwise transferred or

encumbered by the Grantee, and any purported assignment, alienation, pledge,

attachment, sale, transfer or encumbrance shall be void and unenforceable

against the Company or any subsidiary of the Company. The Deferred Stock shall

be subject to a risk of forfeiture upon the Grantee's Termination of Employment

(as defined in Section 6 below) until the end of the Vesting Date (as defined in

SECTION 6 below).

<PAGE>

3. CANCELLATION OF STOCK CERTIFICATES FOR RESTRICTED SHARES. Upon execution

of this agreement, (i) the Grantee shall deliver to the Company a stock

certificate or certificates representing all of the Restricted Shares, either

endorsed to the Company's order or accompanied by a stock power endorsed to the

Company's order, or other appropriate documentation if the Shares are

uncertificated, and (ii) an appropriate officer of the Company shall direct the

transfer agent and registrar of the Company's Common Stock to make appropriate

entries upon their records showing cancellation of the certificate or

certificates for such Restricted Shares.

4. DELIVERY OF COMMON STOCK IN SETTLEMENT OF DEFERRED STOCK. The Company

will deliver Common Stock certificates to the Grantee in settlement of all

vested shares of Deferred Stock on the last business day of the week ending (i)

at six months after the Grantee's Termination of Employment or, (ii) if the

Company's common stock as of the Grantee's Termination of Employment is not

publicly tradable on an established securities exchange or otherwise, the week

after the Grantee's Termination of Employment (the "Settlement Date"); provided,

however, that no such delivery shall be made until the Grantee has delivered to

the Company the amount necessary for the Company to satisfy its federal, state

and local employment and income tax withholding obligation as provided in

Section 11.

The Grantee shall have no right to receive the Common Stock certificates in

settlement of the Deferred Stock until the Settlement Date and shall have no

rights as a stockholder of the Company with respect to the Deferred Stock until

the Company delivers such Common Stock certificates. Upon issuance of the shares

of Common Stock in the Grantee's name in settlement of the Deferred Stock, the

Grantee will be the holder of record of such Common Stock and will have all

rights of a shareholder with respect to such shares (including the right to vote

such shares at any meeting of shareholders of the Company and the right to

receive all dividends paid with respect to such shares).

5. DIVIDEND EQUIVALENTS ON DEFERRED STOCK. Whenever dividends are paid or

distributions made with respect to shares of Common Stock, the Grantee will be

credited with Dividend Equivalents (as defined in the Plan) with respect to the

Deferred Stock credited to the Grantee as of the record date for such dividend

or distribution. Such Dividend Equivalents will credited to the Grantee in the

form of additional shares of Deferred Stock in a number determined by dividing

the aggregate value of such Dividend Equivalents by the fair market value of a

share of Common Stock at the payment date of the dividend or distribution

(rounding to the nearest whole number of shares). The additional Deferred Stock

credited to Grantee pursuant to this Section 5 will be subject to the same

vesting and delivery conditions that apply to the shares of Deferred Stock with

respect to which the Dividen


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