EXHIBIT 10.2
K2 DESIGN, INC. 1997 STOCK
INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK AWARD
Gary W. Brown (the "Common Holder") has been granted restricted shares
of Common Stock of K2 Design, Inc. (the "Company') on the following terms:
Name of Recipient: Gary W. Brown
Total Number of Shares Granted: 100,000
Fair Market Value per Share: $5.00
Total Fair Market Value of Award: $500,000
Date of Grant: April 14, 2000
Vesting Commencement Date: April 14, 2000
By Common Holder's signature and the signature of the Company's representative
below, Common Holder and the Company agree that the shares are granted under and
governed by the terms and conditions of the 1997 K2 Design, Inc. Stock Incentive
Plan and the Restricted Stock Agreement, both of which are attached to and made
a part of this document.
COMMON HOLDER: K2 DESIGN, INC.
/s/ Gary Brown By: /s/ Lynn Fantom
- --------------------------
Title: President
- --------------------------
(Print Name)
K2 DESIGN, INC. 1997 STOCK
INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
RECITALS
WHEREAS, Common Holder has entered into an Employment Agreement with
the Company, dated as of April 14, 2000 (the "Employment Agreement");
WHEREAS, pursuant to the Employment Agreement, the Company will grant
to Common Holder 100,000 shares of the Common Stock of the Company (as further
defined below, the "Shares"), subject to the vesting requirements and other
terms and conditions set forth herein; and
WHEREAS, in connection with the grant of the Shares, the Common Holder
has agreed to enter into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties hereto agree as follows:
1. Definitions.
(a) "Approved Transaction" shall have the meaning assigned to
such term in the Employment Agreement.
(b) "Cause" shall have the meaning assigned to such term in
the Employment Agreement.
(c) "Common Stock" shall mean K2 Design, Inc.'s Common Stock.
(d) "Good Reason" shall have the meaning assigned to such term
in the Employment Agreement.
(e) "Shares" shall mean the 100,000 shares of Common Stock
awarded to the Common Holder pursuant to the Employment Agreement and the terms
and conditions of this Agreement. For purposes of Section 4, "Shares" shall
additionally include any shares of the Company's Common Stock subsequently
acquired by the Common Holder due to any stock dividend or liquidating dividend
of cash and/or property, stock split or other change in the character or amount
of any of the outstanding securities of the Company.
2. Payment for Shares.
No payment from Common Holder is required for the Shares.
3. Vesting.
(a) As of the date of this Agreement, none of the Shares shall
be vested and all of the Shares shall be unvested. Any of the Shares which at
any point in time are vested pursuant to this Section 3 are referred to herein
as "Vested Shares" and any of the Shares which at any point in time have not yet
vested are referred to herein as "Unvested Shares" or "Restricted Shares." The
Restricted Shares shall vest, subject to Common Holder's continued employment by
the Company, according to the terms of Section 2.2.4 of the Employment
Agreement.
(b) Notwithstanding the vesting schedule in Section 3(a), in
the event Common Holder's employment is terminated by the Company without Cause
or by Common Holder for Good Reason, all of the Restricted Shares shall vest on
Common Holder's final date of employment.
(c) Notwithstanding the vesting schedule in Section 3(a), in
the event of an Approved Transaction, all of the Restricted Shares shall
immediately vest unless otherwise negotiated by the buyer to the mutual
satisfaction of Common Holder and the buyer.
4. Shares Restricted
In addition to any other limitation on transfer created by applicable
securities laws, Common Holder shall not sell, assign, encumber, transfer,
pledge or otherwise dispose of (collectively, "Transfer") any Restricted Shares
or any interest in any of the Restricted Shares, except as provided in the next
sentence. With the consent of the Board of Directors of the Company, Common
Holder may transfer Restricted Shares to his spouse, children or grandchildren
or to a trust established by Common Holder for the benefit of Common Holder or
Common Holder's spouse, children or grandchildren. A transferee of Restricted
Stock must agree in writing on a form prescribed by the Company to be bound by
all provisions of this Agreement.
5. Forfeiture.
In the event Common Holder's employment is terminated pursuant to 3.1
of the Employment Agreement for Cause or for Executive's resignation without
Good Reason, then the Shares shall be forfeited to the extent that they have not
vested before the termination date and do not vest as a result of the
termination. Forfeited Restricted Shares shall immediately revert to the
Company. Common holder receives no payment for Restricted Shares that are
forfeited.
6. Stock Certificates.
The Restricted Shares will be held by the Company for the benefit of
Common Holder. After Shares have vested, a stock certificate for those shares
will be released to Common Holder.
7. Voting Rights.
The Restricted Shares shall not carry voting rights.
8. Withholding Taxes.
No stock certificates will be released to Common Holder unless Common
Holder has made acceptable arrangements to pay any withholding taxes that may be
due as a result of this award or the vesting of any of the Shares. These
arrangements may include withholding Shares that otherwise would be released to
Common Holder when they vest. These arrangements may also include surrendering
shares of Company stock already owned by Common Holder. The fair market value of
the shares so surrendered, determined as of the date when taxes otherwise would
have been withheld in cash, will be applied as a credit against the withholding
taxes.
9. Restrictions on Resale.
By signing this Agreement, Common Holder agrees not to sell any Shares
at a time when applicable laws or Company policies prohibit a sale. This
restriction will apply as long as Common Holder is an employee, consultant or
director of the Company or a subsidiary of the Company.
10. Adjustments.
In the event of a stock split, a stock dividend or a similar change in
Company stock, the number of Restricted Shares that remain subject to forfeiture
will be adjusted accordingly.
11. Applicable Law.
This Agreement will be interpreted and enforced under the laws of the
State of Delaware (without regard to their choice-of-law provisions).
12. The Plan and Other Agreements.
The text of the K2 Design, Inc. 1997 Stock Incentive Plan is
incorporated in this Agreement by reference. This Agreement, the Plan and the
Employment Agreement constitute the entire understanding between the Company and
Common Holder regarding the award of Shares. Any prior agreements, commitments
or negotiations concerning this award of Shares are
superceded. This Agreement may be amended only by another written agreement,
signed by both parties.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, COMMON HOLDER AGREES TO
ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE IN THE PLAN.