exv10w7



 





Exhibit 10.7




RESTRICTED STOCK AWARD AGREEMENT




UNDER THE APRIMO, INCORPORATED

2007 STOCK OPTION AND INCENTIVE PLAN





Name of Grantee:  ____________________________

No. of Shares:   ______________________________

Grant Date: _________________________________

Final Acceptance Date:   _______________________





     Pursuant to the Aprimo, Incorporated 2007 Stock Option and Incentive Plan (the “Plan”) as
amended through the date hereof, Aprimo, Incorporated (the “Company”) hereby grants a Restricted
Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee
shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the
Company specified above, subject to the restrictions and conditions set forth herein and in the
Plan. [The Company acknowledges the receipt from the Grantee of consideration with respect to the
par value of the Stock in the form of cash, past or future services rendered to the Company by the
Grantee or such other form of consideration as is acceptable to the Administrator.]



     1. Acceptance of Award. The Grantee shall have no rights with respect to this Award
unless he or she shall have accepted this Award prior to the close of business on the Final
Acceptance Date specified above by (i) signing and delivering to the Company a copy of this Award
Agreement, and (ii) delivering to the Company a stock power endorsed in blank. Upon acceptance of
this Award by the Grantee, the shares of Restricted Stock so accepted shall be issued and held by
the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the
stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the
rights of a stockholder with respect to such shares, including voting and dividend rights, subject,
however, to the restrictions and conditions specified in Paragraph 2 below.



     2. Restrictions and Conditions.



          (a) Any book entries for the shares of Restricted Stock granted herein shall bear an
appropriate legend, as determined by the Administrator in its sole discretion, to the effect that
such shares are subject to restrictions as set forth herein and in the Plan.




          (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged
or otherwise encumbered or disposed of by the Grantee prior to vesting.




          (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason (including death) prior to vesting of shares
of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and
automatically be forfeited and returned to the Company.




 









 








     3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of
this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long
as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of
Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only
with respect to the number of shares of Restricted Stock specified as vested on such date.



	 	 	 
	Number of	 	 
	Shares Vested	 	Vesting Date
	 
	_________ (___%)
	 	_________
	_________ (___%)
	 	_________
	_________ (___%)
	 	_________
	_________ (___%)
	 	_________
	_________ (___%)
	 	_________






     Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and
conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at any
time accelerate the vesting schedule specified in this Paragraph 3.



     4. Dividends. Dividends on Shares of Restricted Stock shall be paid currently to the
Grantee.



     5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this
Agreement shall be subject to and governed by all the terms and conditions of the Plan, including
the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein.



     6. Transferability. This Agreement is personal to the Grantee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.



     7. Tax Withholding. The Grantee shall, not later than the date as of which the
receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company
or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local
taxes required by law to be withheld on account of such taxable event. Except in the case where an
election is made pursuant to Paragraph 8 below, the Grantee may elect to have the required minimum
tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold
from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the
withholding amount due.



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     8. Election Under Section 83(b). The Grantee and the Company hereby agree that the
Grantee may, within 30 days following the acceptance of this Award as provided in Paragraph 1
hereof, file with the Internal Revenue Service and the Company an election under Section 83(b) of
the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to
provide a copy of the election to the Company.



     9. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and
neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any
Subsidiary to terminate the employment of the Grantee at any time.



     10. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.



	 	 	 	 	 
	 	APRIMO, INCORPORATED

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by
the undersigned.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Grantee’s Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Grantee’s name and address:	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






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