Exhibit 10.24


PHASE
FORWARD INCORPORATED

2004 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK UNIT
AWARD AGREEMENT


	
  Name of Grantee:

  	
   

  	
   

  	
   

  
	
  Number of Restricted Stock Units:

  	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  	
   

  



 


Phase Forward Incorporated
(the “Company”) has selected you to receive an award of Restricted Stock Units
identified above, subject to the terms set forth on Appendix A hereto
and the provisions of the Phase Forward Incorporated 2004 Stock Option and
Incentive Plan (the “Plan”) and the attached Statement of Terms and Conditions.


Please indicate your
acceptance of this Agreement by signing below and returning it promptly to the
Company, to the attention of Jackie Almeida.


	
  

  	
  PHASE FORWARD INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Robert K. Weiler

  
	
   

  	
   

  	
  Chief Executive
  Officer

  



 


I hereby accept the award of
Restricted Stock Units and agree to the terms and conditions thereof as set
forth in the Plan and the attached Statement of Terms and Conditions.


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s Name and Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 













 


Appendix A


1.             Vesting Schedule




	
  Percentage of Units Vested

  	
   

  	
  Vesting Date

  
	
  %

  	
   

  	
  Second
  Anniversary of Grant Date

  
	
   

  	
   

  	
   

  
	
  %

  	
   

  	
  Third Anniversary
  of Grant Date

  
	
   

  	
   

  	
   

  
	
  %

  	
   

  	
  Fourth
  Anniversary of Grant Date

  






 


2.             Acceleration Events


In the event of a Change in Control, the Restricted
Stock Units shall vest as follows:


·                  On the effective date of the Change in
Control, the number of units that vest shall be determined by multiplying the
number of Restricted Stock Units subject to the Award by the product of       %
and the number of full months that have elapsed since the Grant Date, reduced
by the units that have previously vested pursuant to the vesting schedule set
forth above.


·                  The remaining Restricted Stock Units shall
vest on each subsequent anniversary of the Grant Date through the fourth
anniversary, measured pro rata monthly from the effective date of Change in
Control over the number of months (rounded up) remaining between the date of
Change in Control and the fourth anniversary of the Grant Date.


 



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STATEMENT OF TERMS AND CONDITIONS


1.             Preamble.  This Statement contains the terms and
conditions of an award (“Award”) of Restricted Stock Units (“Restricted Stock
Units”) made to the Grantee identified in the Restricted Stock Unit Award
Agreement attached hereto pursuant to the Plan. 
Each Restricted Stock Unit represents the right to receive one share of
common stock of the Company (“Stock”) on the vesting date of that unit.


2.             Acceptance of Award.  The Grantee shall have no rights with respect
to this Award unless he/she shall have accepted this Award by signing and
delivering to the Company a copy of the Restricted Stock Unit Award Agreement within
30 days of the Grant Date indicated on such agreement.


3.             Restrictions and Conditions.


(a)           This Award may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior to vesting.


(b)           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 Restricted Stock Units granted
herein, all Restricted Stock Units shall immediately and automatically be
forfeited and returned to the Company.


(c)           The Grantee shall not have any
stockholder rights, including voting or dividend rights, with respect to the
shares of Stock subject to the Award until the Grantee becomes a record holder
of those shares of Stock following their actual issuance pursuant to Section 6
of this Agreement


4.             Vesting of Restricted Stock
Units.


The
term “vest” as used in this Statement means the lapsing of the restrictions
that are described in this Statement with respect to the Restricted Stock Units.  The Restricted Stock Units shall vest in
accordance with the schedule set forth in Section 1 of Appendix A to the
Restricted Stock Unit Award Agreement so long as the Grantee remains an
employee of the Company or a Subsidiary on each vesting date.


Notwithstanding
the foregoing, the Grantee shall become vested in the Restricted Stock Units prior
to the vesting dates set forth in Section 1 of Appendix A to the Restricted
Stock Unit Award Agreement in certain circumstances as described in Section 2
of Appendix A.


5.             Dividend Equivalents.


(a)           If on any date the
Company shall pay any dividend on shares of Stock of the Company, the number of
Restricted Stock Units credited to the Grantee shall, as of such date, be
increased by an amount determined by the following formula:


 



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W = (X multiplied by Y) divided by Z, where:


W = the number of additional Restricted Stock Units to
be credited to the Grantee on such dividend payment date;


X = the aggregate number of Restricted Stock Units
credited to the Grantee as of the record date of the dividend;


Y = the cash dividend per share amount; and


Z = the Fair Market Value per share of Stock (as
determined under the Plan) on the dividend payment date.


(b)            In the case of a
dividend paid on Stock in the form of Stock, including without limitation a
distribution of Stock by reason of a stock dividend, stock split or otherwise,
the number of Restricted Stock Units credited to the Grantee shall be increased
by a number equal to the product of (i) the aggregate number of Restricted
Stock Units that have been awarded to the Grantee through the related dividend
record date, and (ii) the number of shares of Stock (including any fraction
thereof) payable as dividend on one share of Stock.  Any additional Restricted Stock Units shall
be subject to the vesting and restrictions of this Agreement in the same manner
and for so long as the Restricted Stock Units granted pursuant to this
Agreement to which they relate remain subject to such vesting and restrictions,
and shall be promptly forfeited to the Company if and when such Restricted
Stock Units are so forfeited.


6.             Receipt of Shares of Stock.


(a)           The Restricted Stock
Units in which the Grantee vests in accordance with the vesting schedule set
forth in Appendix A will be issuable in the form of shares of Stock immediately
upon vesting, subject to the collection of the minimum withholding taxes in
accordance with the mandatory share withholding provision of Section 9 of this
Agreement.


(b)           Once a stock
certificate (or electronic transfer) has been delivered to the Grantee in
respect of the Restricted Stock Units, the Grantee will be free to sell the
shares of Stock evidenced by such certificate (or electronic transfer), subject
to applicable requirements of federal and state securities law and the Company’s
insider trading policy.


7.             Definitions.  As used in this Agreement, the following
terms shall have the meanings set forth herein:


(a)           “Board” shall mean Board of
Directors of the Company.


(b)           “Change in Control” shall mean
the occurrence of any of the following events:


(i)            The Company is merged or consolidated or reorganized into
or with another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than fifty percent (50%) of the
combined voting power of the then-outstanding securities of such surviving,
resulting or reorganized corporation or person immediately after such
transaction is held in the aggregate by the 


 



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holders of the then-outstanding securities entitled
to vote generally in the election of directors of the Company (“Voting Stock”)
immediately prior to such transaction;


(ii)           The Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or other legal person,
and as a result of such sale or transfer less than fifty percent (50%) of the
combined voting power of the then-outstanding securities of such corporation or
person immediately after such sale or transfer is held in the aggregate by the
holders of Voting Stock of the Company immediately prior to such sale or
transfer;


(iii)          Any corporation or other legal person, pursuant to a tender
offer, exchange offer, purchase of stock (whether in a market transaction or
otherwise) or other transaction or event acquires securities representing 30%
or more of the Voting Stock of the Company, or there is a report filed on
Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”), disclosing that any “person” (as such term is
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become
the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange
Act) of securities representing 30% or more of the Voting Stock of the Company;


(iv)          The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act disclosing
under or in response to Form 8-K or Schedule 14A (or any successor schedule,
form or report or item therein) that a change in control of the Company has
occurred; or


(v)           If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Board cease for any
reason to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company’s stockholders, of each director of the
Company first elected during such period was approved by a vote of at least a
majority of the directors then still in office who were directors of the Company
at the beginning of any such period;


provided, however, that a “Change in Control”
shall not be deemed to have occurred for purposes of this Agreement solely
because (1) the Company, (2) an entity in which the Company directly or
indirectly beneficially owns 50% or more of the Voting Stock, or (3) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company, either files or becomes obligated to file a report or a
proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K
or Schedule 14A (or any successor schedule, form or report) under the Exchange
Act, disclosing beneficial ownership by it of shares of Voting Stock or because
the Company reports that a change in control of the Company has occurred by
reason of such beneficial ownership.


Notwithstanding
the foregoing, a Change in Control shall not be deemed to have occurred if (A) the
Company is the surviving company in a transaction described in subparagraph 6(c)(i),
(B) a majority of the Board of Directors of the surviving company is comprised
of the members of the Board of the Company immediately prior to such
transaction and remains so for at least twelve (12) months thereafter, and (C) the
President and Chief Executive Officer of the surviving 


 



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company immediately after
the effective date of the transaction is the President and Chief Executive
Officer of the Company immediately prior to such transaction and remains so for
at least twelve (12) months thereafter or until his/her voluntary resignation,
if earlier.


(c)           “Successor” shall mean any
successor to the Company (whether direct or indirect, by Change in Control,
operation of law or otherwise), including but not limited to any successor
(whether direct or indirect, by Change in Control, operation of law or
otherwise) to, or ultimate parent entity of any successor to, the Company.


8.             Incorporation of Plan.  Notwithstanding anything herein to the
contrary, this Award shall be subject to and governed by all the terms and
conditions of the Plan.  Capitalized
terms in this Award shall have the meaning specified in the Plan, unless a
different meaning is specified herein.


9.             Tax Withholding.  The Company intends to meet its minimum tax
withholding obligation by withholding from shares of Stock to be issued to the
Grantee.


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


11.           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.


12.           Successors and Assigns.  The Company will require its respective
assign and Successors to expressly assume this Award and to agree to perform
hereunder in the same manner and the same extent that the Company would be
required to perform if no such succession or assignment had taken place.  Regardless of whether such an agreement is executed,
this Award shall inure to the benefit of, and be binding upon, the Company’s
Successor and assigns and Grantee’s heirs, estates, legatees, executors,
administrators, and legal representatives.


 



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