ex10_4.htm


    


     

    AMBASSADORS
GROUP, INC.

    2009
EQUITY PARTICIPATION PLAN

    EMPLOYEE
RESTRICTED STOCK AWARD AGREEMENT

     

    THIS
AGREEMENT made as of ___________, 200_, by and between Ambassadors Group, Inc.,
a Delaware corporation (the “Company”), and
___________________ (the “Awardee”).

     

    WITNESSETH:

     

    WHEREAS,
the Company has adopted the Ambassadors Group, Inc. 2009 Equity Participation
Plan (the “Plan”) for the
benefit of its employees, nonemployee directors and consultants and the
employees, nonemployee directors and consultants of its affiliates,
and

     

    WHEREAS,
the Committee has authorized the award to the Awardee of shares of Restricted
Stock (“Restricted
Shares”) under the Plan, on the terms and conditions set forth in the
Plan and as hereinafter provided,

     

    NOW,
THEREFORE, in consideration of the premises contained herein, the Company and
the Awardee hereby agree as follows:

     

    1. Definitions.

     

    Terms
used in this Agreement which are defined in the Plan shall have the same
meanings as set forth in the Plan.

     

    2. Award of Restricted
Shares.

     

    The
Committee hereby awards to the Awardee [insert # of shares]
Restricted Shares. All such Restricted Shares shall be subject to the
restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such
restrictions and forfeiture provisions to become effective immediately upon
execution of this Agreement by the parties hereto.

     

    3. Stock
Issuance.

     

    The
Awardee hereby acknowledges that the Restricted Shares are issued in book entry
form on the books and records as kept by the Company’s transfer agent, shall be
registered in the name of the Awardee and a stock certificate evidencing the
Restricted Shares shall not be delivered to the Awardee until the Awardee
satisfies the vesting requirements contained in Section 4.  In
the event that a stock certificate is delivered to the Awardee before the
vesting requirements are satisfied, the Awardee hereby acknowledges that such
stock certificate shall bear the following legend:

     

    “The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of an Agreement
entered into between the registered owner and Ambassadors Group, Inc.
________________, effective as of ______________, 200__.  Copies of
such Agreement are on file in the offices of the Secretary, Ambassadors Group,
Inc., Dwight D. Eisenhower Building, 1956 Ambassador Way, Spokane, Washington
99224-4004.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Vesting.

     

    Subject
to Section 9, the Restricted Shares shall vest, no longer be subject to
Restrictions and become transferable pursuant to the terms of the Plan upon the
fourth anniversary of the date of the Award.

     

    5. Termination of
Employment.

     

    Sections
6.2 and 6.4 of the Plan shall control.

     

    6. Restriction on
Transferability.

     

    Except as
otherwise provided in the Plan and subject to Section 9, the Restricted Shares
shall not be transferable unless and until (and solely to the extent) the
Awardee satisfies the vesting requirements contained in Section 4.

     

    7. Voting and Dividend
Rights.

     

    The
Awardee shall have the voting and dividend rights of a stockholder of Common
Stock with respect to the Restricted Shares.

     

    8. Regulation by the
Committee.

     

    This
Agreement and the Restricted Shares shall be subject to the administrative
procedures and rules as the Committee shall adopt. All decisions of the
Committee upon any question arising under the Plan or under this Agreement,
shall be conclusive and binding upon the Awardee.

     

    9. Change of
Control.

     

    Notwithstanding
the vesting requirements contained in Section 4 and the transfer restrictions
contained in Section 6, upon a Change of Control, all of the Restricted Shares
shall automatically become fully vested, no longer subject to Restrictions and
freely transferable, in each case as of the date of such Change of
Control.


    
      
        
          
            	
                     

                     

                  	 
      	 
      


          

          


        

         


      

      
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    10. Withholding.

     

    If the
Company or an Affiliate shall be required to withhold any amounts in connection
with the Awardee’s Restricted Stock Award by reason of any federal, state or
local tax rules or regulations, the Company or Affiliate shall be entitled to
deduct and withhold such amounts.

     

    11. Amendment.

     

    The
Committee may amend this Agreement at any time and from time to time; provided, however, that no
amendment of this Agreement that would impair the Awardee’s rights or
entitlements with respect to the Restricted Shares shall be effective without
the prior written consent of the Awardee.

     

    12. Plan
Terms.

     

    The terms
of the Plan are hereby incorporated herein by reference.

     

    13. Effective Date of
Award.

     

    The award
of each Restricted Share under this Agreement shall be effective as of the date
first written above.

     

    14. Awardee
Acknowledgment.

     

    By
executing this Agreement, the Awardee hereby acknowledges that he or she has
received and read the Plan and this Agreement and that he or she agrees to be
bound by all of the terms of both the Plan and this Agreement.

     

    


    
      	
              ATTEST:

            	 
      	
              AMBASSADORS
      GROUP, INC.

            
	 
      	 
      	 
      
	
               

               

              ___________________________________________

            	 
      	
               

               

              By: ___________________________________________                                                            

               

              Its:____________________________________________                                                              

               

               _______________________________________,
      Awardee

            


    

     

    



    
      
        
          
            	
                     

                     

                  	
                     

                  	 
      


          

          


        

         


      

      
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