RESTRICTED STOCK AGREEMENT
--------------------------
RESTRICTED STOCK AGREEMENT (this "Agreement") dated as of January 18,
2007 by and between COACTIVE MARKETING GROUP, INC., a Delaware corporation (the
"Corporation"), and PAUL AMERSHADIAN (the "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Corporation has adopted the COACTIVE MARKETING,
GROUP, INC. 2002 Long-Term Incentive Plan, as amended (the "Plan"); and
WHEREAS, the Board of Directors (the "Board") and Compensation
Committee of the Corporation have determined that it is desirable and in the
best interest of the Corporation to grant the Employee shares of restricted
stock under the Plan and this Agreement as an incentive for the Employee to
advance the interests of the Corporation; and
WHEREAS, the Employee desires to accept such shares subject to
the restrictions and other provisions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto do hereby agree as
follows:
1. Grant. Pursuant to the Plan, and subject to the terms
and conditions set forth herein and therein, the Corporation hereby issues to
Employee 52,500 shares of Common Stock of the Corporation (the "Shares"). A
certificate representing the Shares shall be issued in the name of the Employee
and shall be escrowed with the Secretary of the Corporation subject to removal
of the restrictions placed thereon or forfeiture pursuant to the terms of this
Agreement.
2. Dividend, Voting and Other Rights. Except as
otherwise provided herein, from and after the date hereof, the Employee shall
have all of the rights of a stockholder with respect to the Shares, including
the right to vote the Shares and receive any dividends that may be paid thereon;
provided, however, that any additional shares of Common Stock or other
securities that the Employee may become entitled to receive pursuant to a stock
dividend, stock split, combination of shares, recapitalization, merger,
consolidation, separation or reorganization or any other change in the capital
structure of the Corporation with respect to any unvested Shares shall be
subject to the same restrictions as such unvested Shares under this Agreement.
3. Risk of Forfeiture; Vesting. In the event of a
Termination of Association (as defined below) of the Employee for any reason
prior to January 18, 2012, all unvested Shares granted hereunder shall be
forfeited to the Corporation, and the Employee shall have no further interest
therein of any kind whatsoever. The Shares shall vest as follows:
Date of Percentage of Shares
Termination of Association Subject to Forfeiture
-------------------------- ---------------------
Prior to January 18, 2008 100%
After January 17, 2008 but prior to January 18, 2009 80%
After January 17, 2009 but prior to January 18, 2010 50%
After January 17, 2010 but prior to January 18, 2011 30%
After January 17, 2011 but prior to January 18, 2012 10%
After January 17, 2012 0%
A "Termination of Association" shall mean the termination of the
relationship between the Corporation (and any subsidiary thereof) and the
Employee, such that the Employee is no longer an employee of the Corporation (or
any subsidiary thereof). In the event of a forfeiture, the certificates
representing the unvested Shares covered by this Agreement shall be canceled.
4. Restrictions on Transfer. The Shares may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
by the Employee, except to the Corporation, until the Shares have become
nonforfeitable as provided in Section 3 hereof. Any purported transfer or
encumbrance in violation of the provisions of this Section 4 shall be void, and
the other party to any such purported transaction shall not obtain any rights to
or interest in such Shares.
5. Legend on Shares. Each certificate evidencing Shares
shall be stamped or otherwise imprinted with legends in substantially the
following form:
THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS
OF A RESTRICTED STOCK AGREEMENT DATED AS OF JANUARY 18, 2007, BETWEEN
COACTIVE MARKETING GROUP, INC. AND THE HOLDER OF RECORD OF THIS
CERTIFICATE, AND NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION
OR OTHER DISPOSITION OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE
EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT AND UNTIL SUCH TERMS AND
CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF
THIS CERTIFICATE TO THE SECRETARY OF COACTIVE MARKETING GROUP, INC.
As shares vest in accordance with Sections 3 above, at the Employee's
request, the foregoing legend shall be removed from the certificates
representing such vested Shares and the Secretary of the Corporation shall
deliver to the Employee certificates representing such vested Shares free and
clear of all restrictions.
6. Cancellation of Existing Stock Option. Simultaneous
with the execution of this Agreement, Employee has surrendered to the
Corporation for cancellation that certain Option Agreement, dated as of June 17,
2003, between Employee and the Corporation, relating to the grant to Employee of
an option to purchase 70,000 shares of Common Stock under the Plan (the "2003
Option Agreement"). Employee hereby acknowledges and agrees that from and after
2
the date hereof, the 2003 Option Agreement, and the option provided thereunder,
shall be null and void and of no further force or effect.
7. Withholding. If any Federal, state or local taxes of
any kind are required by law to be withheld with respect to the Shares (or any
distributions of other securities or property (including cash) thereon or issued
in replacement thereof), (i) the Corporation and its subsidiaries shall, to the
extent permitted by law, have the right to deduct from any payments of any kind
otherwise due to the Employee any Federal, state or local taxes of any kind
required by law to be withheld with respect to the Shares; and (ii) if payment
of the required tax is not made by the Employee, the Corporation may, at its
option, redeem and cancel a sufficient number of Shares at their Fair Market
Value (as defined in the Plan), to pay any tax required to be withheld.
8. No Right to Retention. This Agreement shall not
entitle the Employee to any right or claim to be employed or retained by the
Corporation or any subsidiary thereof or limit the right of the Corporation or
any subsidiary thereof to terminate the Employee's employment with the
Corporation or any subsidiary thereof or to change the terms of such employment.
9. Resolution of Disputes. Any controversy, dispute, or
difference arising out of or relative to this Agreement or the breach thereof
shall be determined by arbitration in New York City before three arbitrators.
The arbitration shall be governed by the Federal Arbitration Act and
administered by the American Arbitration Association under its Commercial
Arbitration Rules, provided that persons eligible to be selected as arbitrators
shall be limited to attorneys-at-law who have practiced law for at least 15
years as an attorney in New York specializing in either general commercial
litigation or general corporate and commercial matters. A demand for arbitration
under this provision shall be made in writing to the other party within sixty
(60) days of the date the party demanding arbitration knew or should have known
of the event giving rise to the claim, but in no event more than two (2) years
after the event giving rise to the claim, or the claim shall be forever barred.
The parties agree that judgment upon any award rendered may be entered in any
court having jurisdiction thereof as an enforceable judgment or decree.
10. Successors and Assigns. Except as otherwise expressly
provided herein, this Agreement shall bind and inure to the benefit of the
Corporation, the Employee, the respective successors or heirs and personal
representatives and permitted assigns of the Corporation and the Employee.
11. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter hereof and
supersedes other prior and contemporaneous arrangements or understandings with
respect thereto.
12. Notices. All notices, consents and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given (a) when delivered by hand, (b) one business day after the
business day of transmission if sent by telex or telecopier (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) one business day after the business day of deposit with the
carrier, if sent by Express Mail, Federal Express or other express delivery
service (receipt requested), in each case to the appropriate addresses, telex
3
numbers and telecopier numbers (or to such other addresses, telex numbers and
telecopier numbers as a party may designate as to itself by notice to the other
parties), if to the Employee at Employee's address on the records of the
Corporation, and if to the Corporation, to CoActive Marketing Group, Inc., 75
Ninth Avenue, New York, New York 10011.
13. Changes. This Agreement cannot be changed or
terminated orally. This Agreement and the Plan contain the entire agreement
between the parties relating to the subject matter hereof.
14. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
15. Headings. The headings of the various sections of
this Agreement have been inserted for convenience of reference only and shall
not be deemed to be part of this Agreement.
16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability. Such
prohibition or unenforceability in any one jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
4
17. Governing Law; Jurisdiction. This Agreement shall be
governed by, and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed wholly therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 18th day of January, 2007.
COACTIVE MARKETING GROUP, INC.
By: /s/ CHARLES TARZIAN
--------------------------------
Name: Charles Tarzian
Title: Chief Executive Officer
/s/ PAUL AMERSHADIAN
------------------------------------
Paul Amershadian, Employee
5