EXHIBIT 10.1
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the "Agreement") is by and between
Bright Horizons Family Solutions, Inc., a Delaware corporation (the "Company"),
and ______________ ("Grantee") pursuant to the Company's Amended and Restated
1998 Stock Incentive Plan. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to such terms in the Company's Plan.
WHEREAS, the Company has adopted the Plan, which permits the issuance
of restricted shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"); and
WHEREAS, pursuant to the Plan, the Board has granted an award of
restricted stock to the Grantee as provided herein;
Section 1. Restricted Stock Award. The Grantee is hereby granted
_______ shares (the "Restricted Stock") of the Company's Common Stock, subject
to the terms and conditions of this Agreement and the Plan.
Section 2. Transfer of the Award. Grantee may not sell, transfer,
pledge, assign or otherwise encumber the Restricted Stock prior to the date when
the Grantee is no longer a member of the Board of Directors of the Company (the
"Restriction Termination Date").
Section 3. Distribution of Restricted Stock. The Restricted Stock will
be distributed to the Grantee as soon as practicable after the Restriction
Termination Date.
Section 4. Voting Rights and Dividends. Prior to the distribution of
the Restricted Stock, certificates representing shares of Restricted Stock will
be held by the Company (the "Custodian") in the name of the Grantee. Except as
provided in Section 2, Grantee shall have, with respect to the shares of
Restricted Stock, all of the rights of a stockholder of the Company, including
the right to vote the shares and the right to receive any cash dividends. The
Custodian will take such action as is necessary and appropriate to enable the
Grantee to vote the Restricted Stock. All cash dividends received by the
Custodian, if any, with respect to the Restricted Stock will be remitted to the
Grantee at the time the Restricted Stock is distributed. Stock dividends issued
with respect to the Restricted Stock shall be treated as additional shares of
Restricted Stock that are subject to the same restrictions and other terms and
conditions that apply to the shares of Restricted Stock.
Section 5. Governing Provisions. This Agreement is made under and
subject to the provisions of the Plan, and all of the provisions of the Plan are
also provisions of this Agreement. If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the provisions
of the Plan will govern. By signing this Agreement, the Grantee confirms that he
or she has received a copy of the Plan.
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Section 6. Tax Withholding. The Company may withhold from any
distribution of Restricted Stock an amount of Common Stock equal to such
federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation, unless the Company agrees to accept a payment
of cash in the amount of such withholding taxes.
Section 7. Legend. Each certificate representing Restricted Stock shall
bear a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE
AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE BRIGHT
HORIZONS FAMILY SOLUTIONS, INC. AMENDED AND RESTATED 1998
STOCK INCENTIVE PLAN (THE "PLAN") AND THE RESTRICTED STOCK
AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE
RESTRICTED STOCK REPRESENTED HEREBY AND BRIGHT HORIZONS FAMILY
SOLUTIONS, INC. (THE "COMPANY"). THE RELEASE OF SUCH STOCK
FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN
ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT,
COPIES OF WHICH ARE ON FILE AT THE COMPANY.
Section 8. Miscellaneous.
a. Entire Agreement. This Agreement and the Plan contain the
entire understanding and agreement between the Company and the Grantee
concerning the Restricted Stock granted hereby, and supersede any prior
or contemporaneous negotiations and understandings. The Company and
Grantee have made no promises, agreements, conditions, or
understandings relating to the Restricted Stock, either orally or in
writing, that are not included in this Agreement and the Plan.
b. Captions. The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience. They do
not define, limit, construe, or describe the scope or intent of the
provisions of this Agreement.
c. Counterparts. This Agreement may be executed in
counterparts, each of which when signed by the Company and the Grantee
will be deemed an original and all of which together will be deemed the
same Agreement.
d. Notice. Any notice or communication having to do with this
Agreement must
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be given by personal delivery or by certified mail, return receipt
requested, addressed, if to the Company, to the principal office of the
Company, and, if to the Grantee, to the Grantee's last known address
provided by the Grantee to the Company.
e. Amendment. This Agreement may be amended by the Company,
provided that unless the Grantee consents in writing, the Company
cannot amend this Agreement if the amendment will materially change or
impair the Grantee's rights under this Agreement and such change is not
to the Grantee's benefit.
f. Succession and Transfer. Each and all of the provisions of
this Agreement are binding upon and inure to the benefit of the Company
and the Grantee and their heirs, successors, and assigns. However,
neither the Restricted Stock nor this Agreement is transferable prior
to the Restriction Termination Date.
g. Governing Law. This Agreement shall be governed and
construed exclusively in accordance with the laws of the State of
Delaware applicable to agreements to be performed in the State of
Delaware.
[Signature Page on Following Page]
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IN WITNESS WHEREOF, the Company and Grantee have executed this
Agreement to be effective as of _________, 20__.
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
By:
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Name:
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Title:
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Received:
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Name of Grantee
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Signature of Grantee
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Date
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