FORM OF RESTRICTED STOCK AWARD AGREEMENT



 Exhibit 10.8 
  
 RESTRICTED STOCK AWARD AGREEMENT 
  
 UNDER THE DIGITAS INC. 
 2000 STOCK OPTION AND INCENTIVE PLAN 
  
 Name of Grantee:                                 

 No. of Shares:
                                     
 Purchase Price per Share: $.01 per share 
 Grant Date:
                                     
 Final Acceptance Date:
                        , 200     
  
 Pursuant to the Digitas Inc. 2000 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof,
Digitas Inc. (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 $0.01 per share
(the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. 
  
 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 signing and delivering to the Company a copy of this Award Agreement. 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 shareholder 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 prior to vesting of shares of Restricted Stock granted herein, the Company shall have the right, at the discretion of the Administrator, to repurchase such shares
from the Grantee or the Grantee’s legal representative at their purchase price. The Company must exercise such right of repurchase or forfeiture by written notice to the Grantee or the Grantee’s legal representative not later than 365 days
following such termination of employment. 
  
 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 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. 
  
 4. Acceleration of Vesting in Special Circumstances. Upon the occurrence of a Sale Event (as defined in Section 3(c) of the Plan) in which this Award of Restricted
Stock is not assumed or substituted, or in the event of the Grantee’s death, any restrictions and conditions on all shares of Stock subject to this Award shall be deemed waived by the Administrator and all such shares shall automatically become
fully vested and no longer be deemed Restricted Stock. 
  

 EXHIBIT A-1 








 5. Dividends. Dividends on shares of Restricted Stock shall be paid currently to the Grantee. 
  
 6. 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. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 
  
 7. 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. 
  
 8. 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. The Grantee may elect to have such minimum tax withholding
obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due. 
  
 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. 
  
 11. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles. The parties hereto agree that any action or proceeding arising directly, indirectly or otherwise in connection with, out of,
related to or from this Agreement, any breach hereof or any action covered hereby, shall be resolved within the Commonwealth of Massachusetts and the parties hereto consent and submit to the jurisdiction of the federal and state courts located
within the City of Boston, Massachusetts. The parties hereto further agree that any such action or proceeding brought by either party to enforce any right, assert any claim, obtain any relief whatsoever in connection with this Agreement shall be
brought by such party exclusively in federal or state courts located within the Commonwealth of Massachusetts. 
  

			
	 DIGITAS INC.

		
	 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: