[Name]
You have been granted a Restricted
Stock Award for shares of $.001 par value common stock (the “Restricted Shares”)
of National Research Corporation (the “Company”) under the National Research
Corporation 2006 Equity Incentive Plan (the “Plan”) with the following terms and
conditions:
| Grant Date: |
__________,
200___ |
| Number of Restricted Shares: |
__________________
Shares |
| Vesting Schedule: |
[One-third
of your Restricted Shares will vest in each of the three years following the Grant Date
(each such year is a “Restricted Period”); that is, one-third of the Restricted
Shares will vest on the first (1st) anniversary of the Grant Date, an
additional one-third of the Restricted Shares will vest on the second (2nd)
anniversary of the Grant Date, and the remaining one-third of the Restricted Shares will
vest on the third (3rd) anniversary of the Grant Date.] |
| |
[One-fifth
of your Restricted Shares will vest in each of the five years following the Grant Date
(each such year is a “Restricted Period”); that is, one-fifth of the Restricted
Shares will vest on the first (1st) anniversary of the Grant Date, an
additional one-fifth of the Restricted Shares will vest on the second (2nd)
anniversary of the Grant date, an additional one-fifth of the Restricted Shares will vest
on the third (3rd) anniversary of the Grant Date, an additional one-fifth of
the Restricted Shares will vest on the fourth (4th) anniversary of the Grant
Date, and the remaining one-fifth of the Restricted Shares will vest on the fifth (5th)
anniversary of the Grant Date.] |
| |
[Your
Restricted Shares will vest and become fully exercisable on the 5th anniversary
of the Grant Date.] |
| |
If
your employment terminates as a result of your death or disability, as determined by the
Committee, prior to the end of any Restricted Period, your Restricted Shares will become
fully vested on the date of such termination. However, if your employment terminates
prior to the end of a Restricted Period for any other reason, you will forfeit any
Restricted Shares that have not yet vested. |
| Escrow: |
Your
Restricted Shares will be held in escrow by a bank or broker-dealer selected by the
Committee. Such bank or broker-dealer will give you a receipt for the Restricted Shares
held in escrow stating that the bank or broker-dealer holds the Restricted Shares in
escrow for your account, subject to the terms of this Agreement. You will give the
Company a stock power duly endorsed in blank for such Restricted Shares which will be
used in the event some or all of your Restricted Shares are forfeited. As soon as
practicable after the end of each Restricted Period, your vested Restricted Shares will
cease to be held in escrow, and a certificate for such vested Restricted Shares will be
delivered to you or, in the case of your death, to your estate. |
| Transferability of Restricted Shares: |
You
may not sell, transfer or otherwise alienate or pledge any of your Restricted Shares
until they are vested. In addition, by accepting this
Award,
you agree not to sell any Restricted Shares acquired under this Award at a time when
applicable laws, Company policies (including without limitation, any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
policy) or an agreement between the Company and its underwriters prohibit a sale. |
| Voting and Dividends: |
During
the Restricted Period, you may exercise full voting rights with respect to the Restricted
Shares. Any dividends paid in cash on the Restricted Shares before the Restricted Shares
are vested will be paid to you on the applicable dividend payment date set by the Company’s
Board of Directors. |
| Tax Withholding: |
If
you do not make an election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, in connection with this Award, you may satisfy the withholding taxes due upon
vesting of the Restricted Shares, in whole or in part, by electing to have the Company
withhold for its own account that number of Restricted Shares otherwise deliverable to
you from escrow hereunder on the vesting date having an aggregate Fair Market Value on
the date the tax is to be determined equal to the minimum statutory total tax that the
Company must withhold. Your election must be irrevocable, in writing, and submitted to
the Secretary of the Company before the applicable vesting date. If the number of
Restricted Shares so determined includes a fractional share, you must deliver cash to the
Company in lieu of that fractional share. |
| |
If
you do not elect to satisfy the withholding requirement using vested Restricted Shares as
discussed above, you must deliver to the Company, at the time the Company is obligated to
withhold taxes in connection with your receipt or vesting of the Restricted Shares, such
amount as the Company requires to meet its withholding obligation under applicable tax
laws or regulations. If you fail to do so, the Company has the right and authority to
deduct or withhold from other compensation payable to you an amount sufficient to satisfy
its withholding obligations. |
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| Powers of the Company: |
This
Award does not affect, in any way, the right of the Company to enter into transactions
that would change its capital structure or business, such as recapitalizations,
reorganizations, mergers or consolidations, the issuance of stock, bonds or other debt.
Nor will this Award prevent the Company from dissolving or liquidating, selling or
transferring all or part of its assets, or entering into any other sort of corporate act
or transaction. The Award does not grant you any right to continued employment with the
Company or with any of its Affiliates. |
| Miscellaneous: |
• |
As a condition of the granting of this Award, you agree, for yourself and your legal
representatives or guardians, that this Agreement shall be interpreted by the Committee
and that any interpretation by the Committee of the terms of this Agreement or the Plan
and any determination made by the Committee pursuant to this Agreement shall be final,
binding and conclusive. |
| |
• |
This
Agreement may be executed in counterparts. |
This Restricted Stock Award is
granted under and governed by the terms and conditions of the Plan. Additional provisions
regarding your Award and definitions of capitalized terms used but not defined in this
Award can be found in the Plan.
BY SIGNING BELOW AND
ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE
TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED ▇▇▇▇▇▇ AND IN THE PLAN. YOU
ALSO ACKNOWLEDGE RECEIPT OF THE PLAN.
| __________________________________ |
__________________________________ |
| Authorized Officer |
Recipient |
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