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Forrester Research, Inc. – ‘10-K’ for 12/31/17 – ‘EX-10.12’

On:  Friday, 3/9/18, at 4:02pm ET   ·   For:  12/31/17   ·   Accession #:  1564590-18-5110   ·   File #:  0-21433

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

 3/09/18  Forrester Research, Inc.          10-K       12/31/17   87:14M                                    ActiveDisclosure/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.08M 
 3: EX-10.12    Material Contract                                   HTML     41K 
 2: EX-10.3     Material Contract                                   HTML     76K 
 4: EX-21       Subsidiaries List                                   HTML     26K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     27K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
16: R1          Document and Entity Information                     HTML     56K 
17: R2          Consolidated Balance Sheets                         HTML    106K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     48K 
19: R4          Consolidated Statements of Income                   HTML     82K 
20: R5          Consolidated Statements of Comprehensive Income     HTML     43K 
21: R6          Consolidated Statement of Shareholders' Equity      HTML     81K 
22: R7          Consolidated Statements of Cash Flows               HTML    113K 
23: R8          Summary of Significant Accounting Policies          HTML    268K 
24: R9          Goodwill and Other Intangible Assets                HTML    135K 
25: R10         Marketable Investments                              HTML    260K 
26: R11         Non-Marketable Investments                          HTML     32K 
27: R12         Income Taxes                                        HTML    343K 
28: R13         Commitments                                         HTML     41K 
29: R14         Stockholders' Equity                                HTML    156K 
30: R15         Employee Pension Plans                              HTML     30K 
31: R16         Reorganization                                      HTML     68K 
32: R17         Operating Segment and Enterprise Wide Reporting     HTML    363K 
33: R18         Certain Balance Sheet Accounts                      HTML     92K 
34: R19         Summary Selected Quarterly Financial Data           HTML    114K 
                (Unaudited)                                                      
35: R20         Summary of Significant Accounting Policies          HTML    315K 
                (Policies)                                                       
36: R21         Summary of Significant Accounting Policies          HTML    228K 
                (Tables)                                                         
37: R22         Goodwill and Other Intangible Assets (Tables)       HTML    133K 
38: R23         Marketable Investments (Tables)                     HTML    267K 
39: R24         Income Taxes (Tables)                               HTML    309K 
40: R25         Commitments (Tables)                                HTML     40K 
41: R26         Stockholders' Equity (Tables)                       HTML    152K 
42: R27         Reorganization (Tables)                             HTML     66K 
43: R28         Operating Segment and Enterprise Wide Reporting     HTML    365K 
                (Tables)                                                         
44: R29         Certain Balance Sheet Accounts (Tables)             HTML     96K 
45: R30         Summary Selected Quarterly Financial Data           HTML    114K 
                (Unaudited) (Tables)                                             
46: R31         Summary of Significant Accounting Policies -        HTML     75K 
                Additional Information (Detail)                                  
47: R32         Summary of Significant Accounting Policies -        HTML     61K 
                Schedule of Components of Accumulated Other                      
                Comprehensive Income (Loss) (Detail)                             
48: R33         Summary of Significant Accounting Policies -        HTML     30K 
                Schedule of Components of Accumulated Other                      
                Comprehensive Income (Loss) (Parenthetical)                      
                (Detail)                                                         
49: R34         Summary of Significant Accounting Policies -        HTML     38K 
                Summary of Stock-Based Compensation Expense                      
                Recorded in Expense Categories (Detail)                          
50: R35         Summary of Significant Accounting Policies -        HTML     47K 
                Options Granted Under Equity Incentive Plans and                 
                Shares Subject to Employee Stock Purchase Plan                   
                Valuation Assumptions (Detail)                                   
51: R36         Summary of Significant Accounting Policies -        HTML     43K 
                Depreciation and Amortization of Property and                    
                Equipment, Useful Life (Detail)                                  
52: R37         Summary of Significant Accounting Policies -        HTML     39K 
                Amortization of Intangible Assets, Useful Life                   
                (Detail)                                                         
53: R38         Summary of Significant Accounting Policies -        HTML     38K 
                Summary of Basic and Diluted Weighted Average                    
                Common Shares (Detail)                                           
54: R39         Goodwill and Other Intangible Assets - Summary of   HTML     38K 
                Goodwill by Segment and Changes in Carrying Amount               
                of Goodwill (Detail)                                             
55: R40         Goodwill and Other Intangible Assets - Additional   HTML     35K 
                Information (Detail)                                             
56: R41         Goodwill and Other Intangible Assets - Summary of   HTML     39K 
                Intangible Assets (Detail)                                       
57: R42         Marketable Investments - Summary of Company's       HTML     44K 
                Marketable Investments (Detail)                                  
58: R43         Marketable Investments - Summary of Maturity        HTML     42K 
                Periods of the Marketable Investments (Detail)                   
59: R44         Marketable Investments - Summary of Gross           HTML     46K 
                Unrealized Losses and Market Value of                            
                Available-for-Sale Securities with Unrealized                    
                Losses (Detail)                                                  
60: R45         Marketable Investments - Summary of Company's Fair  HTML     44K 
                Value Hierarchy for its Financial Assets (Detail)                
61: R46         Non-Marketable Investments - Additional             HTML     42K 
                Information (Detail)                                             
62: R47         Income Taxes - Income Before Income Taxes (Detail)  HTML     35K 
63: R48         Income Taxes - Components of the Income Tax         HTML     55K 
                Provision (Detail)                                               
64: R49         Income Taxes - Reconciliation of the Federal        HTML     62K 
                Statutory Rate (Detail)                                          
65: R50         Income Taxes - Additional Information (Detail)      HTML     83K 
66: R51         Income Taxes - Components of Deferred Income Taxes  HTML     60K 
                (Detail)                                                         
67: R52         Income Taxes - Summary of Changes in Deferred Tax   HTML     39K 
                Valuation Allowance (Detail)                                     
68: R53         Income Taxes - Reconciliation of Unrecognized Tax   HTML     41K 
                Benefits (Detail)                                                
69: R54         Commitments - Future Contractual Obligations for    HTML     46K 
                Operating Leases (Detail)                                        
70: R55         Commitments - Additional Information (Detail)       HTML     29K 
71: R56         Stockholders' Equity - Additional Information       HTML    147K 
                (Detail)                                                         
72: R57         Stockholders' Equity - Schedule of Restricted       HTML     51K 
                Stock Unit Activity (Detail)                                     
73: R58         Stockholders' Equity - Schedule of Stock Option     HTML     72K 
                Activity (Detail)                                                
74: R59         Stockholders' Equity - Summary of Shares Purchased  HTML     33K 
                by Employees Under the Stock Purchase Plan                       
                (Detail)                                                         
75: R60         Employee Pension Plans - Additional Information     HTML     29K 
                (Detail)                                                         
76: R61         Reorganization - Additional Information (Detail)    HTML     44K 
77: R62         Reorganization - Schedule of Rolls Forward of       HTML     45K 
                Activity in Reorganization Accrual (Detail)                      
78: R63         Operating Segment and Enterprise Wide Reporting -   HTML     74K 
                Schedule of Information about Reportable Segments                
                (Detail)                                                         
79: R64         Operating Segment and Enterprise Wide Reporting -   HTML     39K 
                Schedule of Net Long-lived Tangible Assets by                    
                Location (Detail)                                                
80: R65         Operating Segment and Enterprise Wide Reporting -   HTML     53K 
                Schedule of Revenues by Geographic Destination and               
                as a Percentage of Total Revenues (Detail)                       
81: R66         Certain Balance Sheet Accounts - Summary of         HTML     45K 
                Property and Equipment (Detail)                                  
82: R67         Certain Balance Sheet Accounts - Summary of         HTML     37K 
                Accrued Expenses and Other Current Liabilities                   
                (Detail)                                                         
83: R68         Certain Balance Sheet Accounts - Summary of         HTML     36K 
                Allowance for Doubtful Accounts (Detail)                         
84: R69         Summary Selected Quarterly Financial Data -         HTML     46K 
                Summary of Selected Consolidated Quarterly                       
                Financial Data (Unaudited) (Detail)                              
86: XML         IDEA XML File -- Filing Summary                      XML    158K 
85: EXCEL       IDEA Workbook of Financial Reports                  XLSX     93K 
10: EX-101.INS  XBRL Instance -- forr-20171231                       XML   4.31M 
12: EX-101.CAL  XBRL Calculations -- forr-20171231_cal               XML    200K 
13: EX-101.DEF  XBRL Definitions -- forr-20171231_def                XML    459K 
14: EX-101.LAB  XBRL Labels -- forr-20171231_lab                     XML   1.19M 
15: EX-101.PRE  XBRL Presentations -- forr-20171231_pre              XML    917K 
11: EX-101.SCH  XBRL Schema -- forr-20171231                         XSD    158K 
87: ZIP         XBRL Zipped Folder -- 0001564590-18-005110-xbrl      Zip    207K 


‘EX-10.12’   —   Material Contract


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



 <!   C: 

 

EXHIBIT 10.12

 

 

RESTRICTED STOCK UNIT AWARD AGREEMENT

Issued Pursuant to the Forrester Research, Inc. Amended and Restated 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 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 on %%THREE_MONTHS_AFTER_GRANT_DATE&&, with regard to one-fourth of the total Shares under this Award (rounded to the nearest whole Share), %%SIX_MONTHS_AFTER_GRANT_DATE&& with regard to an additional one-fourth of the total Shares under this Award (rounded to the nearest whole Share), %%NINE_MONTHS_AFTER_GRANT_DATE&& with regard to an additional one-fourth of the total Shares under this Award (rounded to the nearest whole Share), and %%TWELVE_MONTHS_AFTER_GRANT_DATE&& 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 and subject to the following sentence.  In the event that the Participant ceases to be a director prior to the full vesting of this Award for a reason not covered by Section 6(A)(4)(C) of the Plan, this Award shall remain in effect until the next vesting date on or after the date of cessation of service as a director

 

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).

 

 

 

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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.

 

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,

 

 

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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 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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4 Subsequent Filings that Reference this Filing

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

 3/08/24  Forrester Research, Inc.          10-K       12/31/23  108:14M                                    Donnelley … Solutions/FA
 3/10/23  Forrester Research, Inc.          10-K       12/31/22  111:19M                                    Donnelley … Solutions/FA
 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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