Exhibit 10.24
INSTALLMENT STOCK AWARD
eLoyalty Corporation, a Delaware corporation (the "Company"), hereby
grants to the individual whose name appears below (the "Participant"), this
Installment Stock Award (this "Award") for the number of shares of its Common
Stock, $0.01 par value per share (the "Shares"), as set forth below. Any term
capitalized but not defined in this Agreement will have the meaning set forth in
the ELOYALTY CORPORATION __________ STOCK INCENTIVE PLAN (the "Plan").
The Plan provides for the grant of shares of Common Stock to eligible
individuals as approved by the Company's Board of Directors. In the exercise of
its discretion under the Plan, the Company's Board of Directors has determined
that the Participant should receive an installment stock award under the Plan
and, accordingly, the Company hereby agrees as follows:
PARTICIPANT'S NAME: _______________________________
NUMBER OF SHARES SUBJECT TO AWARD: __________________
DATE OF AWARD: __________________
1. Grant. The Company hereby agrees to grant to the Participant the
right to receive the Shares, subject to the terms and conditions of this Award.
The Shares will be granted in ___________ quarterly installments
__________________, beginning __________________ and ending ___________________;
provided that the Participant is employed by the Company on such dates. If the
application of this Section 1 would result in the grant of a fraction of a
Share, such fractional Share shall be rounded up to the next whole Share, in
which case adjustments may be made to future issuances to prevent exceeding the
total number of shares subject to the Award, as provided above. This Award will
be subject to the terms and conditions of the Plan. This Award constitutes the
right, subject to the terms and conditions of the Plan and this Agreement, to a
distribution of the Shares on each future quarterly grant date.
2. Effect of Termination of Employment or Service. If the Participant
terminates employment or service with the Company for any reason before all of
the Shares have been granted under this Award, the Company will not have any
further obligations to the Participant under this Award and no additional Shares
will be granted on and after the effective date of the termination; provided,
however, that if the Participant's employment or service is terminated on
account of the Participant's (a) death or Disability (as defined below), all the
Shares that have not otherwise been granted under this Award will be granted as
of the date of such event; or (b) retirement (with the Company's approval at age
55 or greater and with at least 5 years of continuous service with the Company,
or with the Company and its predecessor on a combined and uninterrupted basis),
an additional 20% of the Shares subject to this Award (but not in excess of the
remaining number of Shares not yet granted under this Award) will be granted as
of the date of the Participant's retirement. Notwithstanding the foregoing, if
the Participant terminates employment or service with the Company because he or
she has become employed by an affiliate or subsidiary of the Company, the
Participant shall continue to be eligible to receive a grant of the Shares in
accordance with the schedule set forth in the preceding paragraph.
For purposes of this Agreement, "Disability" means a physical or mental
condition of a Participant resulting from a bodily injury, disease or mental
disorder that renders the Participant eligible for benefits under the Company's
long-term disability plan (as in effect as of the date of the Participant's
termination of employment and regardless of whether the Participant is otherwise
eligible for benefits under such plan), as determined by the Company in its sole
discretion.
The Board of Directors has the right to determine, in its sole
discretion, how the Participant's leave of absence will affect the terms of this
Award, including the grant of Shares hereunder.
3. Award Confers No Rights as Stockholder. Neither the Participant nor
any other person has or will have any rights as a security holder of the Company
or any successor with respect to any Shares that are or may be granted hereunder
unless and until the Shares are granted and the Participant becomes a holder of
record with respect to such Xxxxxx.
4. Terms and Conditions of Distribution. The Company, or its transfer
agent, will transfer the portion of the Shares that have been granted to a
brokerage account established by the Company on behalf of the Participant as
soon as practicable after each installment of the Shares is granted. If the
Participant dies before the Company has granted any portion of the Shares, the
Company will transfer that portion of the Shares to a brokerage account
established by the Company on behalf of the beneficiary designated by the
Participant on a form provided by the Company for this purpose. If the
Participant failed to designate a beneficiary, the Company will distribute
certificates for the Shares in accordance with the Participant's will or, if the
Participant
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did not have a will, the Shares will be distributed in accordance with the laws
of descent and distribution. The Company will distribute certificates for any
undistributed portion of the Shares no later than six months after the
Participant's death.
The Participant, or the alternate recipient identified in the preceding
paragraph, will be required to satisfy any potential federal, state, local or
other tax withholding liability. Such liability must be satisfied at the time
the Shares are granted. In order to satisfy such withholding obligation, the
Company shall withhold whole shares of Common Stock which would otherwise be
delivered having an aggregate Fair Market Value, determined as of the Tax Date
in an amount necessary to satisfy the amount of applicable taxes required to be
withheld; provided, however, that in the event the Participant is subject to
Section 16 of the Exchange Act, the Committee may require that the method of
satisfying such an obligation be in compliance with Section 16 and the rules and
regulations thereunder.
The Company will not make any distribution under this Section 4 before
the first date any portion of the Shares may be granted to the Participant
without penalty or forfeiture under federal or state laws or regulations
governing short swing trading of securities. In determining whether a
distribution would result in such a penalty or forfeiture, the Company and the
Committee may rely upon information reasonably available to them or upon
representations of the Participant's legal or personal representative.
5. Delivery of Certificates. Despite the provisions of Section 4
hereof, the Company is not required to issue any Shares on any quarterly
installment date, or issue or deliver any certificates for Shares if at any time
the Company determines that the listing, registration or qualification of the
Shares upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the delivery of the Shares
thereunder, unless such listing, registration, qualification, consent, approval
or other action has been effected or obtained, free of any conditions not
acceptable to the Company.
6. No Right to Employment or Service. Nothing in the Plan or this
Agreement will be construed as creating any right in the Participant to
continued employment or service with the Company, or as altering or amending the
existing terms and conditions of the Participant's employment or service.
7. Nontransferability. No interest of the Participant or any designated
beneficiary in or under this Award will be assignable or transferable by
voluntary or involuntary act or by operation of law, other than as set forth in
Section 4 hereof. Distribution of the Shares will be made only to the
Participant; or, if the Committee has been provided with evidence acceptable to
it that the Participant is legally incompetent, the Participant's personal
representative; or, if the Participant is deceased, to the designated
beneficiary or other appropriate recipient in accordance with Section 4 hereof.
The Committee may require personal receipts or endorsements of a Participant's
personal representative, designated beneficiary or an alternate recipient. Any
effort to otherwise assign or transfer the rights under this Award will be
wholly ineffective, and will be grounds for termination by the Committee of all
rights of the Participant and his or her beneficiary in and under this Award.
8. Administration. The Compensation Committee (the "Committee") of the
Board of Directors of the Company has the authority to manage and supervise the
administration of the Plan. The Participant's rights under this Award are
expressly subject to the terms and conditions of the Plan, including any
required continued shareholder approval of the Plan, and to any guidelines the
Committee adopts from time to time that are not inconsistent with the Plan.
9. Interpretation; Governing Law. Any interpretation by the Committee
of the terms and conditions of the Plan, this Award or any guidelines adopted as
described in Section 8 hereof will be final. This Award and all determinations
made and actions taken pursuant hereto, to the extent not otherwise governed by
the Code or the laws of the United States, will be governed by the laws of the
State of Delaware and construed in accordance therewith without giving effect to
the principles of conflicts of law.
10. General. This Award is subject to the provisions of the Plan, and
will be interpreted in accordance therewith. In the event of any discrepancy
between this Award, or any other material describing this Award or the Shares to
be awarded hereunder, and the actual terms of the Plan, the Plan will govern in
all respects. A copy of the Plan is available upon request by contacting the
Legal Department at the Company's Lake Forest, Illinois office.
IN WITNESS WHEREOF, this Award has been executed as of the day and year
first above written.
ELOYALTY CORPORATION
By:
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Xxxxx X. Xxxxxx
Its: President and Chief Executive Officer
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