|
a.
|
[Insert Vesting
Schedule];
|
|
b.
|
Notwithstanding
anything to the contrary in the Plan, you will not have any rights to
dividends nor voting rights with respect to unvested
Shares. With respect to vested Shares, subject to the
provisions of the Plan and this Agreement, you shall have all of the
powers, preferences, and rights of a holder of Common Shares, including
the right to vote the Shares and the right to dividends and other
distributions, if any. You agree and understand that nothing
contained in this Agreement provides, or is intended to provide, you any
protection against potential future dilution of your stockholder interest
in the Company for any reason, except as otherwise stated within the
Plan. Any stock dividends paid in respect of any vested portion
of the Shares will be subject to the same restrictions and other terms and
conditions that apply to all Common Shares for which such stock dividends
are issued.
|
|
c.
|
If
your service as a [insert title] of [Grecam S.A.S.] [Insert appropriate entity
name] is terminated, the Stock Grant shall immediately terminate
and be cancelled to the extent it is not vested on the date of your
termination, and any Shares subject to this Agreement which have not
vested on or before that date shall be forfeited without the payment of
any additional consideration. [For the avoidance of doubt, the
foregoing shall be without prejudice to the separate cash payments
provided under Section 8 of that certain Grecam – Director’s Remuneration
Proposal, among Hugues Kirichian, Claude Ogier and CoStar Limited, dated
December 21, 2006, as amended.] [Insert last sentence, if
applicable.]
|
|
a.
|
prior
to the expiration of a two-year period running from the applicable Vest
Date, or such other period as the Compensation Committee of the Company’s
Board of Directors (or other administrator of the Plan, the “Plan
Administrator”) informs you is required to comply with the minimum
mandatory holding period under Section L. 225-197-1 of the
French Commercial Code as amended, as applicable to employees or managing
directors of subsidiaries of issuers of French-Qualified Restricted
Stock.
|
|
b.
|
during
any Blackout Period, which shall mean the
periods
|
|
a.
|
You
understand and agree that the Company has not advised you regarding your
income tax or social security contribution liability in connection with
the grant or vesting of the Shares. You understand that you
(and not the Company) shall be solely responsible for your own tax and
social security contribution liability that may arise as a result of the
transactions contemplated by this Agreement. The grant and
vesting of the Shares shall be subject to all applicable income tax and
social security contribution withholdings. The Company may
refuse to release the restriction on any Shares to you until you satisfy
all applicable tax and social security contribution withholding
obligations applicable to you (“Withholding Obligations”). You
acknowledge that the Company has the right, in its discretion, to deduct
and retain without notice from shares issuable upon vesting of the Shares
(or any portion thereof) or, unless otherwise determined by the Plan
Administrator, from director’s fees or other amounts payable to you,
shares or cash having a value sufficient to satisfy the Withholding
Obligations.
|
|
b.
|
To
the extent required by applicable French or U.S. federal, state, or local
law, you shall make arrangements satisfactory to the Company in its sole
discretion for the satisfaction of any Withholding Obligations that arise
by reason of vesting of the Shares or disposition of shares issued as a
result of such vesting. By accepting the Stock Grant, you agree
that, unless and to the extent you have otherwise satisfied your
Withholding Obligations in a manner permitted or required by the Plan
Administrator pursuant to the Plan, the Company is authorized (but not
required) to deduct and retain without notice from the Shares in respect
of the vested portion of the Shares the whole number of shares (rounding
down) having a Fair Market Value on the vesting date or, if not a trading
day, the first trading day before the vesting date (as determined by the
Company consistent with any applicable tax requirements) sufficient to
satisfy the applicable Withholding Obligations. If the withheld
shares are not sufficient to satisfy the Withholding Obligations, you
agree to pay to the Company as soon as practicable, by cash or check or,
unless otherwise determined by the Plan Administrator, deducted from
amounts payable to you, any amount of the Withholding Obligation that is
not satisfied by the withholding of Shares described
above. Furthermore, the Company shall have the right to deduct
and withhold any such applicable taxes from, or in respect of, any
dividends or other distributions paid on or in respect of the vested
Common Shares comprising the
Shares.
|
|
c.
|
You
are ultimately liable and responsible for all taxes and social security
contributions owed by you in connection with the Shares, regardless of any
action the Company takes or any transaction pursuant to this Section 9
with respect to any Withholding Obligations that arise in connection with
the Shares. The Company makes no representation or undertaking regarding
the tax treatment of the grant, issuance, or vesting of the Shares or the
subsequent sale of any of the Shares acquired upon vesting of the Shares.
The Company does not commit and is under no obligation to structure the
Common Shares to reduce or eliminate your tax liability[, and none of the
Company or any of its affiliates has any further obligations under the
second paragraph of Section 7 of that certain Grecam – Directors’
Remuneration Proposal, among Hugues Kirichian, Claude Ogier and CoStar
Limited, dated December 21, 2006]. [Insert last clause, as
applicable.]
|
|
11. Data
Protection. By entering into
this Agreement and accepting the Stock Grant, you (a) explicitly and
unambiguously consent to the collection, use and transfer outside the
European Union, in electronic or other form, of any of your personal data
that is necessary to facilitate the implementation, administration and
management of the Stock Grant and the Plan, (b) understand that the
Company and [Grecam S.A.S.] [Insert appropriate entity
name] may, for the purpose of implementing, administering and
managing the Plan, hold certain personal information about you, including,
but not limited to, your name, home address and telephone number, date of
birth, social security number or other identification number, nationality,
job title, and details of all awards or entitlements to Common Shares
granted to you under the Plan or otherwise (“Data”), (c) understand
that Data may be transferred to any third parties, including outside the
European Union, assisting in the implementation, administration and
management of the Plan, including any broker with whom the Shares issued
upon vesting may be deposited, and that these recipients may be located in
your country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than your country; (d)
authorize the Company, its subsidiaries and its agents to store and
transmit such information in electronic form, (e) understand you may, at
any time, review the Data, request additional information about the
storage and processing of Data, request any necessary amendments to Data,
or refuse or withdraw your consent herein, in any case without cost to
you, by contacting the Company in writing, and (f) further understand that
refusing or withdrawing consent may affect your ability to participate in
the Plan.
|
|
12. No Right to
Re-appointment. [Nothing in this Agreement restricts the
right of the Company or any of its affiliates to terminate your
appointment or fail to reappoint you as a mandataire social at
any time, with or without cause. The termination of your
appointment or failure to re-appoint you, whether by the Company or any of
its affiliates or otherwise, and regardless of the reason therefore, has
the consequences provided for hereunder, under the Plan and under any
applicable contractual agreement.] [Nothing in this Agreement
restricts the right of the Company or any of its affiliates to terminate
your employment at any time, with or without cause. The
termination of employment, whether by the Company or any of its affiliates
or otherwise, and regardless of the reason therefore, has the consequences
provided for hereunder, under the Plan and under any applicable employment
or severance agreement.] [Use applicable provision,
depending upon grantee’s position.]
|
|
13. Language. If you have received
this Agreement or any other document related to the Plan or the Stock
Grant translated into a language other than English and if the translated
version is different than the English version, the English version will
control.
|
|
a.
|
This
Agreement and the Plan constitute the entire understanding between you and
the Company regarding the Stock Grant. Any prior agreements,
commitments or negotiations concerning the Stock Grant are
superseded.
|
|
b.
|
The
laws of the State of Delaware will govern all matters relating to this
Agreement, without regard to the principles of conflict of
laws.
|
|
c.
|
Any
notice you give to the Company must be in writing and either
hand-delivered or mailed to the Corporate Secretary of the Company (or to
the Chief Financial Officer if either you would receive the notice or the
position is vacant). If mailed, it should be sent by certified
mail and be addressed to the foregoing executive at the Company’s then
corporate headquarters. Any notice given to you will be
addressed to you at your address as reflected on the personnel records of
the Company. You may change the address for notice by like
notice to the Company. Notice will be deemed to have been duly
delivered when hand-delivered, or, if mailed, two business days after such
notice is postmarked.
|
|
d.
|
In
the event that any provision of this Agreement is declared to be illegal,
invalid or otherwise unenforceable by a court of competent jurisdiction,
such provision shall be reformed, if possible, to the extent necessary to
render it legal, valid and enforceable, or otherwise deleted, and the
remainder of the terms hereunder shall not be affected except to the
extent necessary to reform or delete such illegal, invalid or
unenforceable provision.
|
|
e.
|
This
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective permitted heirs, beneficiaries, successors and
assigns.
|
|
f.
|
The
headings preceding the text of the sections hereof are inserted solely for
convenience of reference, and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or
effect.
|