exv10w3






Exhibit 10.3





Form of Standard Director RSA Agreement







K12 INC. RESTRICTED STOCK AWARD AGREEMENT




     Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) to which this
Restricted Stock Award Agreement (the “Agreement”) is attached, K12 Inc., a Delaware corporation
(the “Company”) has granted to Participant the right to purchase the number of shares of Restricted
Stock under the 2007 Equity Incentive Award Plan, as amended from time to time (the “Plan”), as set
forth in the Grant Notice.



ARTICLE I.


GENERAL



     1.1 Definitions. All capitalized terms used in this Agreement without definition
shall have the meanings ascribed in the Plan and the Grant Notice.



     1.2 Incorporation of Terms of Plan. The Award is subject to the terms and conditions
of the Plan which are incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.



ARTICLE II.


AWARD OF RESTRICTED STOCK


     2.1 Award of Restricted Stock.



          (a) Award. In consideration of Participant’s agreement to remain in the service or
employ of the Company or one of its Subsidiaries, and for other good and valuable consideration,
which the Administrator has determined exceeds the aggregate par value of the Stock subject to the
Award (as defined below), as of the Grant Date, the Company issues to Participant the Award
described in this Agreement (the “Award”). The number of shares of Restricted Stock (the “Shares”)
subject to the Award is set forth in the Grant Notice. Participant is an Employee, Director or
Consultant.




          (b) Book Entry Form. The Shares will be issued in uncertificated form.
Notwithstanding the foregoing, at the sole discretion of the Administrator, the Shares may be
issued in either (i) uncertificated form, with the Shares recorded in the name of Participant in
the books and records of the Company’s transfer agent with appropriate notations regarding the
restrictions on transfer imposed pursuant to this Agreement, and upon vesting and the satisfaction
of all conditions set forth in Section 2.2(d), the Company shall cause certificates representing
the Shares to be issued to Participant; or (ii) certificate form pursuant to the terms of Sections
2.1(c) and (d).




          (c) Legend. Any certificates representing Shares issued pursuant to this Agreement
shall, until all restrictions on transfer imposed pursuant to this Agreement lapse or shall have
been removed and new certificates are issued, bear the following legend (or such other legend as
shall be determined by the Administrator):





“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN
RESTRICTED STOCK AWARD AGREEMENT, DATED [                                         ___, 20___], BY AND BETWEEN K12
INC. AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY
OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD,



 









 







ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES,
EXCEPT PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT.”



          (d) Escrow. The Secretary of the Company or such other escrow holder as the
Administrator may appoint may retain physical custody of the certificates representing the Shares
until all of the restrictions on transfer imposed pursuant to this Agreement lapse or shall have
been removed; in such event Participant shall not retain physical custody of any certificates
representing unvested Shares issued to him.




     2.2 Restrictions.



          (a) Forfeiture. Any Award which is not vested as of the date Participant ceases to be
an employee of the Company or one of its Subsidiaries or other Eligible Individual (such as if the
Participant’s employment is terminated by the Company, subject to Section 2.2(c), or the
Participant voluntarily resigns his employment) shall thereupon be forfeited immediately and
without any further action by the Company. For purposes of this Agreement, “Restrictions” shall
mean the restrictions on sale or other transfer set forth in Section 3.2 and the exposure to
forfeiture set forth in this Section 2.2(a).




          (b) Vesting and Lapse of Restrictions. Subject to Section 2.2(a) and 2.2(c), the
Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on
the Grant Notice.




          (c) Acceleration of Vesting. Notwithstanding Sections 2.2(a) or 2.2(b) hereof, if the
Participant dies or the Participant’s employment with the Company or one of its Subsidiaries is
terminated by the Company without Cause or due to the Participant’s Disability and the Participant
incurs a Termination of Service, the Award shall become fully vested and the Restrictions shall
lapse as of immediately prior to the date of the Participant’s Termination of Service. For
purposes of the foregoing, “Cause” shall have the meaning set forth in any then effective
employment agreement between the Participant and the Company or any of its Subsidiaries and if
there is no such agreement, “Cause” shall mean any of the following: (i) commission by the
Participant of a material act of fraud, dishonesty, embezzlement or misappropriation involving the
Company or any of its affiliates, (ii) the Participant’s conviction of, or entry into a plea of
guilty or no contest to, any felony or crime involving dishonesty or moral turpitude, (iii) the
Participant’s material breach any written agreement between the Participant and the Company or any
of its affiliates, (iv) the Participant’s willful failure or habitual neglect to perform
Participant’s duties as an Employee, Director or Consultant, or (v) the Participant engaging in any
illegal conduct that materially adversely affects the reputation of Company or its affiliates
and/or their relationship with their employees, customers or suppliers.




          (d) Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any
other provision of this Agreement (including without limitation Section 2.1(b)):




               (i) The Company shall have the right to (A) require payment by or on behalf of the
Participant, of all sums required by federal, state or local tax law to be withheld with respect to
the grant or vesting of the Award or the lapse of the Restrictions hereunder and (B) determine the
manner in which such payment shall be made, including, if approved by the Chief Executive Officer
of the Company in his or her discretion (or if the Participant is the Chief Executive Officer by
the Committee), the withholding of a portion of the vested Shares that have an aggregate market
value not in excess of the minimum federal, state and local income, employment and any other
applicable taxes required to be withheld, as determined on the date the Restrictions lapse.



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               (ii) No new certificate shall be delivered to Participant or his legal representative unless
and until Participant or his legal representative shall have paid to the Company the full amount of
all federal and state withholding or other taxes applicable to the taxable income of Participant
resulting from the grant of Shares or the lapse or removal of the Restrictions.



               (iii) The Company shall not be required to issue or deliver any certificate or certificates
for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of
the Shares to listing on all stock exchanges on which such Stock is then listed, (B) the completion
of any registration or other qualification of the Shares under any state or federal law or under
rulings or regulations of the Securities and Exchange Commission or other governmental regulatory
body, which the Administrator shall, in its sole and absolute discretion, deem necessary and
advisable, (C) the obtaining of any approval or other clearance from any state or federal
governmental agency that the Administrator shall, in its absolute discretion, determine to be
necessary or advisable and (D) the lapse of any such reasonable period of time following the date
the Restrictions lapse as the Administrator may from time to time establish for reasons of
administrative convenience.



ARTICLE III.


OTHER PROVISIONS


     3.1 Section 83(b) Election. Participant understands that Section 83(a) of the Code
taxes as ordinary income the difference between the amount, if any, paid for the Shares and the
Fair Market Value of such Shares at the time the Restrictions on such Shares lapse. Participant
understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the
time of the Grant Date, rather that at the time the Restrictions lapse, by filing an election under
Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of
the Grant Date. In the event Participant files an 83(b) Election, Participant will recognize
ordinary income in an amount equal to the difference between the amount, if any, paid for the
Shares and the Fair Market Value of such Shares as of the Grant Date. Participant further
understands that an additional copy of such 83(b) Election form should be filed with his or her
federal income tax return for the calendar year in which the date of this Agreement falls.
Participant acknowledges that the foregoing is only a summary of the effect of United States
federal income taxation with respect to the award of the Shares hereunder, and does not purport to
be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING
PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE
REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF
PARTICIPANT’S DEATH.



     3.2 Restricted Stock Not Transferable. Prior to the lapsing of the Restrictions
pursuant to Section 2.2(b), no Shares or any interest or right therein or part thereof shall be
liable for the debts, contracts or engagements of Participant or his successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and void and of no
effect; provided, however, that this Section 3.2 notwithstanding, with the consent of the
Administrator, the Shares may be transferred to certain persons or entities related to Participant,
including but not limited to members of Participant’s family, charitable institutions or trusts or
other entities whose beneficiaries or beneficial owners are members of Participant’s family or to
such other persons or entities as may be expressly approved by the Administrator, pursuant to any
such conditions and procedures the Administrator may require.



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     3.3 Rights as Stockholder. Except as otherwise provided herein, upon the Grant Date
Participant shall have all the rights of a stockholder with respect to the Shares, subject to the
Restrictions herein, including the right to vote the Shares and the right to receive any cash or
stock dividends paid to or made with respect to the Shares; provided, however, that the Participant
shall not be entitled to receive any dividends with respect to any Shares that are unvested as of
the date of payment of such dividends unless and until such shares become vested in accordance with
Section 2.2. Any dividends with respect to such unvested Shares shall be forfeited to the Company
in the event such Shares are forfeited. At the discretion of the Company, and prior to the
delivery of Shares, Participant may be required to execute a stockholders agreement in such form as
shall be determined by the Company.



     3.4 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall
confer upon Participant any right to continue to serve as an Employee, Director, Consultant or
other service provider of the Company or any of its Subsidiaries.



     3.5 Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of conflicts of laws.



     3.6 Conformity to Securities Laws. Participant acknowledges that the Plan and this
Agreement are intended to conform to the extent necessary with all provisions of the Securities Act
of 1933, as amended, and the Exchange Act, and any and all regulations and rules promulgated
thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3 under
the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered,
and the Awards are granted, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations.



     3.7 Amendment, Suspension and Termination. To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any
time or from time to time by the Administrator or the Board, provided, that, except as may
otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely effect the Award in any material way without the prior written consent of
Participant.



     3.8 Notices. Notices required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail, with postage and fees prepaid, addressed to Participant to his address shown in
the Company records, and to the Company at its principal executive office.



     3.9 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon Participant and his or her heirs, executors, administrators,
successors and assigns.



     3.10 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange
Act, the Plan, the Award and this Agreement shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended
to the extent necessary to conform to such applicable exemptive rule.



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          (a) Entire Agreement; Severability. The Plan, the Grant Notice and this Agreement
constitute the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter
hereof. Every provision of this Agreement is intended to be severable from every other provision
of this Agreement. If any provision of this Agreement is held to be void or unenforceable, in
whole or in part, the remaining provisions will remain in full force and effect. If any provision
of this Agreement is held to be unreasonable or excessive in scope or duration, that provision will
be deemed to be reformed so that it will be enforceable to the maximum extent permitted by law.




     3.11 Limitation on Participant’s Rights. Participation in the Plan confers no rights
or interests other than as herein provided. This Agreement creates only a contractual obligation
on the part of the Company as to amounts payable and shall not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant
shall have only the rights of a general unsecured creditor of the Company with respect to amounts
credited and benefits payable, if any, with respect to the Shares issuable hereunder.




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