RESTRICTED STOCK AWARD AGREEMENT UNDER THE DUFF & PHELPS CORPORATION
UNDER
THE DUFF & XXXXXX CORPORATION
2007
OMNIBUS STOCK INCENTIVE PLAN
This
Award Agreement (this “Restricted Stock Award Agreement”), dated as of
[__________] (the “Date of Grant”), is made by and between Duff & Xxxxxx
Corporation, a Delaware corporation (the “Company”)
and
[__________] (the “Participant”).
Capitalized terms not defined herein shall have the meaning ascribed to them
in
the Company 2007 Omnibus Stock Incentive Plan (the “Plan”). Where the context
permits, references to the Company shall include any successor to the
Company.
1. Grant
of Restricted Stock.
The
Company hereby grants to the Participant [________] shares of Stock (such
shares, the “Restricted Stock”), subject to all of the terms and conditions of
this Restricted Stock Award Agreement and the Plan.
2. Lapse
of Restrictions.
(a) Vesting.
(i) General.
Subject
to the provisions set forth below, the restrictions on transfer set forth in
Section 2(b) hereof shall lapse with respect to one-fourth (1/4) of the
Restricted Stock on each of the first four anniversaries of the Date of Grant,
subject to the continued service of the Participant as a non-employee director
as of each such vesting date.
(ii) Following
Cessation of Service as a Director.
Upon
cessation of Participant’s service as a non-employee director of the Company (a
“Termination”) for any reason any Restricted Stock as to which the restrictions
on transferability described in this Section 2(a) shall not already have lapsed
shall be immediately forfeited by the Participant and transferred to, and
reacquired by, the Company without consideration of any kind and neither the
Participant nor any of the Participant’s successors, heirs, assigns, or personal
representatives shall thereafter have any further rights or interests in such
Restricted Stock.
(b) Restrictions.
Until
the restrictions on transfer of the Restricted Stock lapse as provided in
Section 2(a) hereof, or as otherwise provided in the Plan, no transfer of the
Restricted Stock or any of the Participant’s rights with respect to the
Restricted Stock, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. Unless the Committee determines otherwise, upon
any attempt to transfer Restricted Stock or any rights in respect of Restricted
Stock before the lapse of such restrictions, such Restricted Stock, and all
of
the rights related thereto, shall be immediately forfeited by the Participant
and transferred to, and reacquired by, the Company without consideration of
any
kind.
3. Legend
on Certificates.
The
Participant agrees that any certificate issued for Restricted Stock (or, if
applicable, any book entry statement issued for Restricted Stock) prior to
the
lapse of any outstanding restrictions relating thereto shall bear the following
legend (in addition to any other legend or legends required under applicable
federal and state securities laws):
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
UPON
TRANSFER AND RIGHTS OF REPURCHASE (THE “RESTRICTIONS”) AS SET FORTH IN THE DUFF
& XXXXXX CORPORATION 2007 OMNIBUS STOCK INCENTIVE PLAN AND A RESTRICTED
STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND DUFF &
XXXXXX CORPORATION, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE
COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE
RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL
RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND
AGREEMENT.
4. Securities
Laws Requirements.
The
Company shall not be obligated to transfer any Stock to the Participant free
of
the restrictive legend described in Section 3 hereof or of any other restrictive
legend, if such transfer, in the opinion of counsel for the Company, would
violate the Securities Act of 1933, as amended (the “Securities Act”) (or any
other federal or state statutes having similar requirements as may be in effect
at that time).
5. No
Obligation to Register.
The
Company shall be under no obligation to register the Restricted Stock pursuant
to the Securities Act or any other federal or state securities
laws.
6. Protections
Against Violations of Agreement.
No
purported sale, assignment, mortgage, hypothecation, transfer, pledge,
encumbrance, gift, transfer in trust (voting or other) or other disposition
of,
or creation of a security interest in or lien on, any of the Restricted Stock
by
any holder thereof in violation of the provisions of this Restricted Stock
Award
Agreement will be valid, and the Company will not transfer any of said
Restricted Stock on its books nor will any of such Restricted Stock be entitled
to vote, nor will any distributions be paid thereon, unless and until there
has
been full compliance with said provisions to the satisfaction of the Company.
The foregoing restrictions are in addition to and not in lieu of any other
remedies, legal or equitable, available to enforce said provisions.
7. Income
Tax Considerations.
(a) Tax
Withholding.
The
Participant shall pay to the Company promptly upon request, and in any event
at
the time the Participant recognizes taxable income in respect to the Restricted
Stock (or, if the Participant makes an election under Section 83(b) of the
Code
in connection with such grant), an amount equal to the taxes the Company
determines it is required to withhold under applicable tax laws with respect
to
the Restricted Stock. The Participant may satisfy the foregoing requirement
by
making a payment to the Company in cash or, with the approval of the Committee,
in it sole discretion, by delivering already owned unrestricted shares of Stock,
in each case, having a value equal to the minimum amount of tax required to
be
withheld. Such shares of Stock shall be valued at their fair market value on
the
date as of which the amount of tax to be withheld is determined. Fractional
share amounts shall be settled in cash. The Participant shall promptly notify
the Company of any election made pursuant to Section 83(b) of the Code. A form
of such election is attached hereto as Exhibit
A.
(b) Tax
Consequences.
TO
ENSURE
COMPLIANCE WITH TREASURY DEPARTMENT REGULATIONS, WE ADVISE YOU THAT, UNLESS
OTHERWISE EXPRESSLY INDICATED, ANY FEDERAL TAX ADVICE CONTAINED IN THIS AWARD
AGREEMENT WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE
PURPOSE OF (I) AVOIDING TAX-RELATED PENALTIES UNDER THE CODE OR (II) PROMOTING,
MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-RELATED MATTERS ADDRESSED
HEREIN.
BY
SIGNING THIS AWARD AGREEMENT, THE AWARDEE REPRESENTS THAT THE AWARDEE HAS
REVIEWED WITH ITS OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING,
SECTION 83(B) ELECTIONS AND QEF ELECTIONS, IF ANY) AND THAT THE AWARDEE IS
RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS
OF
THE COMPANY OR ANY OF ITS AGENTS. THE AWARDEE UNDERSTANDS AND AGREES THAT THE
AWARDEE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT
MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AWARD
AGREEMENT.
(c) Section
83(b) Election.
The
Participant hereby acknowledges that the Participant has been informed that,
with respect to the award of the Restricted Stock, an election may be filed
by
the Participant with the U.S. Internal Revenue Service (the "IRS"), within
30
days of the date hereof, electing pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), to be taxed currently on the
Fair
Market Value (as defined under the Plan) of the Restricted Stock on the date
hereof. The Participant agrees to provide the Company with a copy of any
election made pursuant to Section 83(b) of the Code within fifteen (15) days
of
filing such election.
THE
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE,
EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE
THIS
FILING ON THE PARTICIPANT'S BEHALF.
8. Failure
to Enforce Not a Waiver.
The
failure of the Company to enforce at any time any provision of this Restricted
Stock Award Agreement shall in no way be construed to be a waiver of such
provision or of any other provision hereof.
9. Protections
Against Violations of Agreement.
No
purported sale, assignment, mortgage, hypothecation, transfer, pledge,
encumbrance, gift, transfer in trust (voting or other) or other disposition
of,
or creation of a security interest in or lien on, any of the Restricted Stock
by
any holder thereof in violation of the provisions of this Restricted Stock
Award
Agreement will be valid, and the Company will not transfer any of said
Restricted Stock on its books nor will any of such Restricted Stock be entitled
to vote, nor will any distributions be paid thereon, unless and until there
has
been full compliance with said provisions to the satisfaction of the Company.
The foregoing restrictions are in addition to and not in lieu of any other
remedies, legal or equitable, available to enforce said provisions.
10. Governing
Law.
This
Restricted Stock Award Agreement shall be governed by and construed according
to
the laws of the State of Delaware without regard to its principles of conflict
of laws.
11. Incorporation
of Plan.
The
Plan is hereby incorporated by reference and made a part hereof, and the
Restricted Stock and this Restricted Stock Award Agreement shall be subject
to
all terms and conditions of the Plan. In the event of any conflict between
the
provisions of this Restricted Stock Award Agreement and the provisions of the
Plan, the provisions of the Plan shall govern.
12. Section
409A Compliance.
Notwithstanding anything to the contrary contained in this Restricted Stock
Award Agreement, to the extent that the Board determines that the Plan or the
Restricted Stock are subject to Section 409A of the Code and fails to comply
with the requirements of Section 409A of the Code, the Board reserves the right
(without any obligation to do so) to amend or terminate the Plan and/or amend,
restructure, terminate or replace the Restricted Stock in order to cause the
Restricted Stock to either not be subject to Section 409A of the Code or to
comply with the applicable provisions of such section.
13. Survival
of Terms.
This
Restricted Stock Award Agreement shall apply to and bind the Participant and
the
Company and their respective permitted assignees and transferees, heirs,
legatees, executors, Committees and legal successors.
14. Counterparts.
This
Restricted Stock Award Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
15. Agreement
Not a Contract for Services.
Neither
the Plan, the granting of the Restricted Stock, this Restricted Stock Award
Agreement nor any other action taken pursuant to the Plan shall constitute
or be
evidence of any agreement or understanding, express or implied, that the
Participant has a right to continue to provide services as an officer, director,
employee, consultant or advisor of the Company or any Subsidiary or Affiliate
for any period of time or at any specific rate of compensation.
16. Authority
of the Committee.
The
Committee shall have full authority to interpret and construe the terms of
the
Plan and this Restricted Stock Award Agreement. The determination of the
Committee as to any such matter of interpretation or construction shall be
final, binding and conclusive.
17. Representations.
The
Participant has reviewed with the Participant’s own tax advisors the Federal,
state, local and foreign tax consequences of the transactions contemplated
by
this Restricted Stock Award Agreement. The Participant is relying solely on
such
advisors and not on any statements or representations of the Company or any
of
its agents. The Participant understands that he or she (and not the Company)
shall be responsible for any tax liability that may arise as a result of the
transactions contemplated by this Restricted Stock Award Agreement.
18. Severability.
Should
any provision of this Restricted Stock Award Agreement be held by a court of
competent jurisdiction to be unenforceable, or enforceable only if modified,
such holding shall not affect the validity of the remainder of this Restricted
Stock Award Agreement, the balance of which shall continue to be binding upon
the parties hereto with any such modification (if any) to become a part hereof
and treated as though contained in this original Restricted Stock Award
Agreement. Moreover, if one or more of the provisions contained in this
Restricted Stock Award Agreement shall for any reason be held to be excessively
broad as to scope, activity, subject or otherwise so as to be unenforceable,
in
lieu of severing such unenforceable provision, such provision or provisions
shall be construed by the appropriate judicial body by limiting or reducing
it
or them, so as to be enforceable to the maximum extent compatible with the
applicable law as it shall then appear, and such determination by such judicial
body shall not affect the enforceability of such provisions or provisions in
any
other jurisdiction.
19. Acceptance.
The
Participant hereby acknowledges receipt of a copy of the Plan and this
Restricted Stock Award Agreement. The Participant has read and understands
the
terms and provisions of the Plan and this Restricted Stock Award Agreement,
and
accepts the Restricted Stock subject to all the terms and conditions of the
Plan
and this Restricted Stock Award Agreement. The Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of
the
Committee upon any questions arising under this Restricted Stock Award
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Restricted
Stock Award Agreement on the day and year first above written.
DUFF
& XXXXXX CORPORATION
By
Name
Title
[NAME]
___________________________________
The
Participant
Address:
