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Forrester Research, Inc. – ‘10-Q’ for 6/30/12 – ‘EX-10.1’

On:  Thursday, 8/9/12, at 1:56pm ET   ·   For:  6/30/12   ·   Accession #:  1193125-12-346886   ·   File #:  0-21433

Previous ‘10-Q’:  ‘10-Q’ on 5/3/12 for 3/31/12   ·   Next:  ‘10-Q’ on 11/9/12 for 9/30/12   ·   Latest:  ‘10-Q’ on 11/8/23 for 9/30/23   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/09/12  Forrester Research, Inc.          10-Q        6/30/12   58:4.5M                                   Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    455K 
 2: EX-10.1     Material Contract                                   HTML     28K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     20K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     20K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     17K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     17K 
38: R1          Document and Entity Information                     HTML     36K 
29: R2          Consolidated Balance Sheets (Unaudited)             HTML    124K 
36: R3          Consolidated Balance Sheets (Parenthetical)         HTML     44K 
                (Unaudited)                                                      
40: R4          Consolidated Statements of Income (Unaudited)       HTML     95K 
53: R5          Consolidated Statements of Comprehensive Income     HTML     54K 
                (Unaudited)                                                      
30: R6          Consolidated Statements of Comprehensive Income     HTML     21K 
                (Parenthetical) (Unaudited)                                      
35: R7          Consolidated Statements of Cash Flows (Unaudited)   HTML    141K 
26: R8          Interim Consolidated Financial Statements           HTML     24K 
19: R9          Acquisition                                         HTML     41K 
54: R10         Marketable Investments                              HTML    115K 
42: R11         Non-Marketable Investments                          HTML     21K 
41: R12         Reorganization                                      HTML     26K 
46: R13         Net Income Per Common Share                         HTML     33K 
47: R14         Stockholders' Equity                                HTML     83K 
45: R15         Income Taxes                                        HTML     23K 
48: R16         Operating Segments                                  HTML     63K 
37: R17         Recent Accounting Pronouncements                    HTML     22K 
39: R18         Acquisition (Tables)                                HTML     34K 
44: R19         Marketable Investments (Tables)                     HTML    122K 
58: R20         Reorganization (Tables)                             HTML     22K 
50: R21         Net Income Per Common Share (Tables)                HTML     30K 
32: R22         Stockholders' Equity (Tables)                       HTML     74K 
43: R23         Operating Segments (Tables)                         HTML     57K 
34: R24         Acquisition (Details)                               HTML     45K 
16: R25         Acquisition (Details 1)                             HTML     24K 
51: R26         Acquisition (Details Textual)                       HTML     40K 
55: R27         Marketable Investments (Details)                    HTML     38K 
23: R28         Marketable Investments (Details 1)                  HTML     38K 
22: R29         Marketable Investments (Details 2)                  HTML     38K 
24: R30         Marketable Investments (Details 3)                  HTML     38K 
25: R31         Marketable Investments (Details 4)                  HTML     27K 
27: R32         Marketable Investments (Details Textual)            HTML     43K 
14: R33         Non- Marketable Investments (Details)               HTML     30K 
49: R34         Reorganization (Details)                            HTML     22K 
31: R35         Reorganization (Details Textual)                    HTML     28K 
33: R36         Net Income Per Common Share (Details)               HTML     37K 
18: R37         Stockholders' Equity (Details)                      HTML     57K 
57: R38         Stockholders' Equity (Details 1)                    HTML     45K 
13: R39         Stockholders' Equity (Details 2)                    HTML     25K 
28: R40         Stockholders' Equity (Details 3)                    HTML     37K 
52: R41         Stockholders' Equity (Details Textual)              HTML     67K 
17: R42         Operating Segments (Details)                        HTML     36K 
21: R43         Operating Segments (Details Textual)                HTML     21K 
56: XML         IDEA XML File -- Filing Summary                      XML     80K 
20: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    651K 
 7: EX-101.INS  XBRL Instance -- forr-20120630                       XML    992K 
 9: EX-101.CAL  XBRL Calculations -- forr-20120630_cal               XML    162K 
10: EX-101.DEF  XBRL Definitions -- forr-20120630_def                XML    288K 
11: EX-101.LAB  XBRL Labels -- forr-20120630_lab                     XML    754K 
12: EX-101.PRE  XBRL Presentations -- forr-20120630_pre              XML    538K 
 8: EX-101.SCH  XBRL Schema -- forr-20120630                         XSD    102K 
15: ZIP         XBRL Zipped Folder -- 0001193125-12-346886-xbrl      Zip     85K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.1  

Exhibit 10.1

RESTRICTED STOCK UNIT AWARD AGREEMENT

Issued Pursuant to the Forrester Research, Inc. Amended and Restated 2006 Equity Incentive Plan

%%DATE&&

%%FIRST_NAME%-% %%LAST_NAME%-%

%%ADDRESS_LINE_1%-% %%ADDRESS_LINE_2%-% %%ADDRESS_LINE_3%-%

%%CITY%-% %%STATE%-% %%ZIPCODE%-%

Dear %%FIRST_NAME%-%:

The undersigned (the “Participant”) (i) acknowledges that (s)he has received an award (the “Award”) of restricted stock units from Forrester Research, Inc. (the “Company”) under the Forrester Research, Inc. Amended and Restated 2006 Equity Incentive Plan (the “Plan”), subject to the terms set forth below in this agreement (the “Agreement”) and (ii) agrees with the Company as follows:

1. Effective Date; Restricted Stock Unit Award. This Agreement shall take effect &&DATE&& which is the date of grant of the Award. The Award gives the Participant the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and in the Plan, %%TOTAL_SHARES_GRANTED%-% shares of Stock (the “Shares”).

Except as otherwise expressly provided herein, all terms used herein shall have the same meaning as in the Plan.

2. Vesting. This Award shall vest twelve (12) months after the date of this Agreement, with regard to one-fourth of the total Shares under this Award (rounded to the nearest whole Share), twenty-four (24) months after the date of this Agreement with regard to an additional one-fourth of the total Shares under this Award (rounded to the nearest whole Share), thirty-six (36) months after the date of this Agreement with regard to an additional one-fourth of the total Shares under this Award (rounded to the nearest whole Share), and forty-eight (48) months after the date of this Agreement for the balance of the total Shares under this Award, provided that the Participant on each such vesting date remains a director of the Company.

3. Delivery of Shares. Subject to Section 5 below, the Company shall, on or as soon as reasonably practicable following each vesting date set forth in Section 2 above (but in no event later than March 15 of the year following the calendar year of each such vesting date, effect delivery of the Shares with respect to the vested portion of the Award to the Participant (or, in the event of the Participant’s death after vesting of all or a portion of the Award, to the person to whom the Award has passed by will or the laws of descent and distribution).

4. Dividends; Equity Interest. The Award shall not be interpreted to bestow upon the Participant any equity interest or ownership in the Company or any of its subsidiaries prior to the date on which the Company delivers Shares to the Participant. The Participant is not entitled to vote any Shares by reason of the granting of this Award or to receive or be credited with any dividends that may be declared and payable on any Share prior to the payment date with respect to such Share. The Participant shall have the rights of a shareholder only as to those Shares, if any, that are actually delivered under the Award.

 

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5. Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. To the extent applicable, the Company shall, and the Participant expressly authorizes the Company to, satisfy any federal, state, local, non-U.S. or other tax withholding obligations arising in connection with the vesting of this Award or any portion thereof by having shares of Stock withheld from the Shares deliverable to the Participant upon vesting of all or any portion of the Award, up to the greatest number of whole shares with an aggregate fair market value sufficient to satisfy the minimum required withholding applicable to the amount so vesting.

6. Nontransferability. Neither this Award nor any rights with respect thereto may be sold, assigned, transferred, pledged or otherwise encumbered, except as the administrator may otherwise determine.

7. Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and/or delivery such number of Shares as shall be required for issuance or delivery upon vesting of the Award.

8. Legal Requirements. The Company may postpone the issuance and delivery of Shares after vesting of the Award until (a) the admission of such Shares to listing on any stock exchange or exchanges on which Shares of the Company of the same classes are then listed and (b) the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable.

9. Amendment. The Compensation Committee may, with the consent of the Participant in the case of an amendment that adversely affects the Participant’s rights under the Award, at any time or from time to time, amend the terms and conditions of the Award. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing.

10. Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, addressed as follows: to the Company, at its office at 60 Acorn Park Drive, Cambridge, Massachusetts 02140, or at such other address as the Company by notice to the Participant may designate in writing from time to time; to the Participant, at the address shown below his signature on this Agreement, or at such other address as the Participant by notice to the Company may designate in writing from time to time. Notices shall be effective upon receipt.

11. Personal Data. Participant agrees, understands and acknowledges that by signing this Agreement, Participant has given his/her voluntary and explicit consent to the Company to process personal data and/or sensitive personal data concerning the Participant, including but not limited to the information provided in this Agreement and any changes thereto, other necessary or appropriate personal and financial data relating to Participant and Participant’s Award, participation in the Plan, and the Shares acquired upon vesting of the Award. Participant also hereby gives his or her explicit and voluntary consent to the Company to transfer any such personal data and/or sensitive personal data or information outside the country or jurisdiction in which the Participant works or is employed in order for the Company to fulfill its obligations under this Award and the Plan. Participant acknowledges that the Company and any subsidiary

 

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may make such personal data available to one or more third parties selected by the Company or the Administrator who provide services to the Company relating to the Award and the Plan. Participant hereby acknowledges that he or she has been informed of his or her right of access to his or her personal data by contacting the Chief Legal Officer of the Company. Participant understands and acknowledges that the transfer of the personal data is important to the administration of the Award and the Plan and that failure to consent to the transmission of such data may limit his or her participation in the Plan.

12. Incorporation of Plan; Interpretation. The Award and this Agreement are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms, conditions, and definitions of which are hereby incorporated as though set forth at length, and the receipt of a copy of which the Participant hereby acknowledges by his signature below. A determination of the Compensation Committee as to any questions which may arise with respect to the interpretation of the provisions of this Award and of the Plan shall be final. The Compensation Committee may authorize and establish such rules, regulations, and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written.

 

Forrester Research, Inc.
By:  

 

Chief Legal Officer

Participant

Signature:                                                                                  

Name of Participant:                                                                                 Date: Effective %%DATE%%

 

Address of Participant:   

 

  
  

 

  

 

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2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/10/22  Forrester Research, Inc.          10-K       12/31/21  113:18M                                    Donnelley … Solutions/FA
 3/11/21  Forrester Research, Inc.          10-K       12/31/20  111:18M                                    ActiveDisclosure/FA
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