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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).
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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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