exv10w3



 





EXHIBIT 10.3




SAPIENT CORPORATION

RESTRICTED STOCK UNITS

AGREEMENT




       Pursuant to the Sapient Corporation 1998 Stock Incentive Plan (the “Plan”), Sapient
Corporation (the “Company” or “Sapient”) and its Affiliates (together with the Company, the
“Company Group”) hereby grants to Joseph S. Tibbetts, Jr. (the “Employee”) the Restricted Stock
Units Award described below.




	1.	 	The Restricted Stock Unit Award. The Company hereby grants to the Employee four-hundred and
seventy-five thousand (475,000) Units, subject to the terms and conditions of this Agreement
and the Plan. An Award shall be paid hereunder, only to the extent that such Award is Vested,
as provided in this Agreement. The Employee’s rights to the Units are subject to the
restrictions described in this Agreement and the Plan in addition to such other restrictions,
if any, as may be imposed by law.






	2.	 	Definitions. The following definitions will apply for purposes of this Agreement.
Capitalized terms not defined in this Agreement are used as defined in the Plan.






	 	(a)	 	“Agreement” means this Restricted Stock Units Agreement
granted by the Company and agreed to by the Employee.
	 
	 	(b)	 	“Award” means the grant of Units in accordance with
this Agreement.
	 
	 	(c)	 	“Cause” means:






	 	(1)	 	Employee’s malfeasance or negligence in the
performance of his duties;
	 
	 	(2)	 	Fraud or dishonesty by Employee with respect to the Company;
	 
	 	(3)	 	Employee’s conviction of or plea of nolo
contendre to any felony or other crime involving moral turpitude; or
	 
	 	(4)	 	Employee’s material breach of any provision of
the Letter Agreement between Employee and Company dated October 16,
2006, the Sapient Confidentiality Agreement or the Sapient Fair
Competition Agreement.






	 	(d)	 	“Change in Control” shall be deemed to have occurred if
any two or more of the following events occur:






	 	(1)	 	Acquisition by a person or group (other than
the two current largest stockholders and their affiliates) of more than
50% of the outstanding shares of Company common stock;




 









 












	 	(2)	 	A change in a majority of the Company’s
non-employee directors over a one-year period (other than by reason of
election or nomination by directors constituting a majority of the
directors on your start date or directors who were chosen by those
directors);
	 
	 	(3)	 	A merger, consolidation or other corporate
transaction that results in Company shareholders before the transaction
constituting less than 65% of the Company shareholders following the
transaction;
	 
	 	(4)	 	A liquidation or a sale of all or substantially
all of Company’s assets; or
	 
	 	(5)	 	A determination by the Board of Directors that
a change in control has occurred.






	 	(e)	 	“Common Stock” means common stock of the Company, $.01
par value.
	 
	 	(f)	 	“Continued Compliance” means that Employee continues to
comply with his obligations to the Company, including, but not limited to,
Employee’s obligations pursuant to the Sapient Confidentiality Agreement and
the Sapient Fair Competition Agreement.
	 
	 	(g)	 	“Fair Market Value” means the per share closing price
of a share of Sapient Common Stock on the NASDAQ trading day immediately
preceding the applicable Vesting Date.1
	 
	 	(h)	 	“Good Reason” means:






	 	(1)	 	Material diminution in the nature or scope of
Employee’s responsibilities, duties or authority from those in effect
on October 30, 2006 (excluding an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the
Company promptly after receipt of notice by Employee thereof);
	 
	 	(2)	 	Reducing Employee’s base salary;
	 
	 	(3)	 	Failing to maintain Employee’s participation in
the Company’s long-term incentive plan, as amended from time to time in
the Company’s sole discretion, in a manner that is consistent with the
participation of other senior executives at the Company;







 




			
	1	 	On July 3, 2007, the Company modified the
definition of “Fair Market Value,” as set forth above. This
modification is applicable as of the effective date of the Agreement (November
1, 2006).




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	 	(4)	 	Failing to maintain the aggregate amount of
Employee’s benefits under or relative level of participation in the
Company’s employee
benefit or retirement plans, policies, practices, or arrangements in
which Employee participated as of October 30, 2006; or
	 
	 	(5)	 	Relocation of Employee’s principal place of
business to a distance greater than 50 miles from Cambridge,
Massachusetts.






	 	(i)	 	“Grant Date” means November 1, 2006.
	 
	 	(j)	 	“NASDAQ” means the Nasdaq Global Select Market.
	 
	 	(j)	 	“Payment Date” means, as to Vested Units, within 30
days of the date on which the Units become Vested.
	 
	 	(k)	 	“Release” means Employee signing and returning to the
Company a timely and effective release of claims in the form provided by the
Company.
	 
	 	(l)	 	“Unit” means a notional unit which is equivalent to a
single share of Common Stock on the Grant Date, subject to Section 4.
	 
	 	(m)	 	“Vested” means that portion of the Award to which the
Employee has a nonforfeitable right.
	 
	 	(n)	 	“Vesting Dates” means the dates set forth in Section 3.






	3.	 	Vesting.






	 	(a)	 	An Award shall become Vested only upon the Vesting Dates described in this
Section 3, except as otherwise provided herein or determined by the Company in its sole
discretion. No portion of any Award shall become Vested on the Vesting Date unless the
Employee is then, and since the Grant Date has continuously been, employed by a member
of the Company Group.
	 
	 	(b)	 	For purposes of vesting, the Award is split into two groups: Seventy-Five
Thousand (75,000) of the Units are referred to herein as the “Time-Based Units” and
Four-Hundred Thousand (400,000) of the Units are referred to herein as the “Performance
Units.”






	 	(1)	 	The Time Based Units shall become Vested based on the following
schedule:





	 	 	 	 	 	 	 	 
	 
	 	Vesting Date	 	 	Percentage Vested	 
	 	May 31, 2008

	 	 	 	33	%	 
	 	October 31, 2009

	 	 	 	67	%	 
	 





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	 	(2)	 	The Performance Units shall become Vested as follows: If and when
the average 30-day closing price of the Company common stock on the
NASDAQ (or principal market upon which the common stock trades) equals or
exceeds the following per share prices, provided Employee is still employed by
the Company on each such vesting date:





	 	 	 	 	 	 	 	 
	 
	 	Performance Units Vested	 	 	Share Price	 
	 	100,000

	 	 	$	5.00	 	 
	 	100,000

	 	 	$	10.00	 	 
	 	100,000

	 	 	$	15.00	 	 
	 	100,000

	 	 	$	20.00	 	 
	 






Any Performance Units that have not vested on the fourth anniversary of the Grant Date
shall be forfeited.




	 	(c)	 	Vesting of the Award will be accelerated in the following circumstances and
subject to the following conditions:






	 	(1)	 	In the event that Employee’s employment is terminated by the
Company other than for Cause or Employee terminates his employment for Good
Reason (either such termination being referred to herein as the “Non-Cause
Termination”) and subject to Employee providing Company with a Release and
maintaining Continued Compliance:






	 	(a)	 	The vesting of any outstanding Time-Based
Units will accelerate such that the next vesting date will be deemed
to have occurred on the date of such Non-Cause Termination — e.g., if
such termination occurs prior to May 31, 2008, 25,000 of the
Time-Based Units will vest and 50,000 will be forfeited; if such
termination occurs on or after May 31, 2008 but prior to November 1,
2009, 50,000 of the Time-Based Units will vest and no Time-Based Units
will be forfeited; and
	 
	 	(b)	 	If, during the 90 trading days following the
Non-Cause Termination, the 30-day average closing price of the common
stock reaches a threshold that had not been reached upon the date of
the Non-Cause Termination, 100,000 shares (or the applicable multiple
of 100,000 shares, depending on the threshold that is achieved) of
Performance Units will vest. All other unvested Performance Units
will be forfeited.






	 	(2)	 	In the event of a Change in Control while Employee is employed by
the Company, all of the outstanding Time-Based Units and Performance Units will
vest on the effective date of such Change in Control.





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	 	(d)	 	In the event that the Employee’s employment terminates prior to a Vesting Date
due to (1) death, (2) disability, or (3) termination of Employee’s employment, other
than a Non-Cause Termination, any portion of the Award that has not then become Vested will
be forfeited automatically.






	4.	 	Adjustments Based on Certain Changes in the Common Stock. In the event of any stock split,
reverse stock split, stock dividend, recapitalization or similar change affecting the Common
Stock, the Award shall be equitably adjusted.






	5.	 	No Voting Rights/Dividends. The Award shall not be interpreted to bestow upon the Employee
any equity interest or ownership in the Company Group prior to the Payment Date. The Employee
is not entitled to vote any Common Stock by reason of the granting of this Award or to receive
or be credited with any dividends declared and payable on any Common Stock underlying any
Award prior to any Payment Date.






	6.	 	Payment of Award. On the Payment Date, the Company shall issue to the Employee that number
of shares of Common Stock as equals that number of Units which have become Vested.






	7.	 	Employment Rights. This Agreement shall not create any right of the Employee to continued
employment with the Company or the Company Group or limit the right of the Company Group to
terminate the Employee’s employment at any time and shall not create any right of the Employee
to employment with the Company Group. The Employee acknowledges and represents to the Company
that the Employee has not been induced to receive any Award by expectation of employment or
continued employment. Except to the extent required by applicable law that cannot be waived,
the loss of the Award shall not constitute an element of damages or indemnity in the event of
termination of the Employee’s employment even if the termination is determined to be in
violation of an obligation of the Company Group to the Employee by contract or otherwise.






	8.	 	Unfunded Status. The obligations of the Company Group hereunder shall be contractual only.
The Employee shall rely solely on the unsecured promise of the Company and nothing herein
shall be construed to give the Employee or any other person or persons any right, title,
interest or claim in or to any specific asset, fund, reserve, account or property of any kind
whatsoever owned by the Company Group.






	9.	 	No Assignment. No right or benefit or payment under the Plan shall be subject to assignment
or other transfer nor shall it be liable or subject in any manner to attachment, garnishment
or execution.






	10.	 	Withholding. The Company’s obligation to deliver to the Employee shares of Common Stock
under an Award shall be subject to the satisfaction of all applicable federal, state and local
income and employment tax withholding requirements as determined by the Company Group
(“Withholding Taxes”). To satisfy any Withholding Taxes due upon vesting of the Employee’s
Units, the Employee agrees to pay to the Company, or make provision satisfactory to the
Company for payment of, any Withholding Taxes, no later 




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	 	 	than the Payment Date. The Company
and any Affiliate may, to the extent permitted by law, deduct any such tax obligations from
any payment of any kind due to the Employee.
Such withheld amounts shall include shares retained from the Award creating the tax
obligation, valued at their Fair Market Value on the date of retention.






	 	 	Further, as a condition of receiving any Vested Award, the Employee hereby agrees to the
terms of the Irrevocable Standing Order to Sell Shares (the “Standing Order”), attached as
Exhibit A. Pursuant to the Standing Order, and in lieu of taking the actions described in
the immediately preceding paragraph of this Section 10, the Company, in its sole discretion,
may require, and, in such event the Employee agrees, to the following:






	 	(a)	 	The Employee authorizes the Company’s agent to sell, at the market
price and on each Vesting Date (or the first NASDAQ trading day thereafter if a
Vesting Date is a day in which NASDAQ is closed), the number of Vested shares
that, per the Company’s instructions to its agent, is necessary to obtain proceeds
sufficient to satisfy the Withholding Taxes. The Employee understands and agrees
that the number of shares that such agent will sell will be based on the closing
price of the Common Stock on the NASDAQ trading day immediately preceding the
Vesting Date.






	 	(b)	 	The Employee agrees that the proceeds received from the sale of
Vested shares pursuant to this Section 10 will be used to satisfy the Withholding
Taxes and, accordingly, the Employee hereby authorizes the Company’s agent to pay
such proceeds to the Company for such purpose. The Employee understands that to
the extent that the proceeds obtained by such sale exceed the amount necessary to
satisfy the Withholding Taxes, such excess proceeds shall be deposited into the
Employee’s stock brokerage account with E*TRADE Financial or such other third
party brokerage under which the Employee maintains a brokerage account (the
“Account”). The Employee further understands that any remaining Vested shares
shall be deposited into the Account.






	 	(c)	 	The Employee acknowledges and agrees that, in the event that a market
in the Common Stock does not exist, the Employee shall pay to the Company amounts
sufficient to pay the Withholding Taxes and, to the extent that such payment is
not made, the Company shall have the right to make other arrangements to satisfy
the Withholding Taxes due upon the vesting of the Employee’s Shares.






	11.	 	Amendment or Termination. This Agreement may be amended by mutual written agreement of the
parties.






	12.	 	Governing Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Massachusetts.




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     IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Units Agreement
effective as of the first day of November, 2006.



	 	 	 	 	 
	 	SAPIENT CORPORATION

 	 
	 	By:  	/s/ Alan J. Herrick
 	 
	 	 	Alan J. Herrick 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	EMPLOYEE:

 	 
	 	/s/ Joseph S. Tibbetts, Jr.
 	 
	 	Joseph S. Tibbetts, Jr. 	 
	 	 	 



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Exhibit A   



IRREVOCABLE STANDING ORDER TO SELL SHARES



I have received from the Company on a voluntary basis the right to acquire shares of Sapient common
stock (the “Shares”) pursuant to the attached Restricted Stock Units Agreement between Sapient and
me.



I understand that I must maintain a securities brokerage account with E*TRADE Financial or such
other third party brokerage (each of E*TRADE Financial or such other third party brokerage is
herein defined as the “Broker”) to participate in the stock unit plan described in detail in the
Restricted Stock Units Agreement, and Sapient has informed me about this requirement as well as the
requirements for the opening of such a securities brokerage account so that the vested Shares can
be deposited into account. Furthermore, I understand that on each vesting date, the vested Shares
will be deposited into my stock brokerage account with the broker and that I will incur taxable
ordinary employment income (“Taxable Income”) upon my receipt of the vested Shares. Per the terms
of the Agreement, and if so directed by Sapient, I understand and agree to do the following as a
condition of my receipt of vested Shares:




Upon each vesting date, I must sell a number of Shares that is sufficient to
satisfy all withholding taxes, as determined by Sapient or my Sapient-affiliated
employer, which are applicable to my Taxable Income (the “Withholding Taxes”).
Accordingly, I HEREBY DIRECT THE BROKER TO SELL, ON EACH VESTING DATE LISTED ABOVE
(OR THE FIRST NASDAQ TRADING DAY THEREAFTER IF A VESTING DATE IS A DAY ON WHICH
NASDAQ IS CLOSED), THAT NUMBER OF SHARES THAT, PER SAPIENT’S INSTRUCTIONS TO THE
AGENT, IS SUFFICIENT TO OBTAIN SALE PROCEEDS SUFFICIENT TO SATISFY THE WITHHOLDING
TAXES. THE PER SHARE SALES PRICE SHALL BE CALCULATED BASED ON THE CLOSING PRICE
OF A SHARE OF SAPIENT COMMON STOCK ON THE NASDAQ TRADING DAY IMMEDIATELY PRECEDING
THE APPLICABLE VESTING DATE.


I understand that the Broker will remit the proceeds of the foregoing sale promptly to Sapient for
payment by Sapient or my Sapient-affiliated employer of the Withholding Taxes, and I authorize and
direct the Broker to pay such proceeds to Sapient for this purpose.



I acknowledge that I have not been induced to participate in any trade in return for or as an
expectation of employment or continued employment. I understand and agree that by signing below, I
am making an Irrevocable Standing Order to Sell Shares that will remain in effect until such time
as I have received all Shares to which I am entitled under this Agreement. I also agree that this
Irrevocable Standing Order to Sell Shares is in addition and subject to the terms and conditions of
any existing Account Agreement that I have with the Broker.