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Exhibit 10.61    
    


 
 

RESTRICTED STOCK AGREEMENT    
    


        RESTRICTED
STOCK AGREEMENT dated as of the Grant Date set forth on the signature page hereof by and between SIRVA, Inc., a Delaware corporation (the
"Company"), and the grantee whose name appears on Schedule A hereto (the "Grantee"). 


W I T N E S S E T H:  


        WHEREAS, to motivate key employees, consultants and non-employee directors of the Company and the Subsidiaries by providing them an ownership interest
in the Company, the Board of Directors (the "Board") has established, and the shareholders of the Company have approved, the SIRVA, Inc. Stock
Incentive Plan, as the same may be amended from time to time (the "Plan"); and 


        WHEREAS,
pursuant to the Plan, the Compensation Committee of the Board has authorized the grant to the Grantee of Restricted Stock (as defined below) in accordance with the terms and
conditions of this Agreement; and 


        WHEREAS,
the Grantee and the Company desire to enter into an agreement to evidence and confirm the grant of such Restricted Stock on the terms and conditions set forth herein; 


        NOW,
THEREFORE, to evidence the Restricted Stock so granted, and to set forth the terms and conditions governing such Restricted Stock, the Company and the Grantee hereby agree as
follows: 


        1.    Grant of Restricted Stock.    The Company hereby evidences and confirms its grant to the Grantee, effective as
of the date hereof (the "Grant Date"), of the number of shares of the common stock, par value $.01 per share, of the Company (each, a
"Share" and, collectively, the "Shares") specified on Schedule A hereto under the heading
"Restricted Stock." All Shares received by the Grantee under this Agreement are subject to the restrictions contained herein and are referred to herein as "Restricted
Stock." This Agreement is subordinate to, and the terms and conditions of the Restricted Stock granted hereunder are subject to, the terms and conditions of the Plan, which are
incorporated by reference herein. If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. Any capitalized terms used herein without
definition shall have the meanings set forth in the Plan. 


        2.    Vesting of Restricted Stock.    



        (a)    Restricted Period.    Except as provided in Section 2(b)(i) or Section 6 hereof, the
Restricted Stock granted hereby may not be sold, assigned, transferred, pledged, hypothecated or otherwise directly or indirectly encumbered or disposed of until the end of the period of restriction
(the "Period of Restriction") set forth on the signature page hereof or at such earlier date as such restrictions shall otherwise lapse under the terms
of this Agreement or the Plan. 


        (b)    Termination of Employment.    Notwithstanding anything contained in this Agreement to the contrary,
(i) subject to the provisions of Article IX of the Plan, if the Grantee's employment is terminated due to his death or Disability during the
Period of Restriction, the Period of Restriction shall terminate with respect to a pro rata portion of the Shares underlying the Restricted Stock then held by the Grantee based on the number of months
the Grantee was employed during the applicable Period of Restriction, and the remaining Restricted Stock for which the Period of Restriction has not then expired shall be forfeited and canceled as of
the date of such termination, and (ii) if the Grantee's employment is terminated for any other reason during the Period of Restriction, any Restricted
Stock held by the Grantee for which the Period of Restriction has not then expired shall be forfeited and canceled as of the date of such termination. Nothing in the Agreement shall be deemed to
confer on the Grantee any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or Subsidiary to terminate such employment
at any time. 






 




        (c)    Committee Discretion.    Notwithstanding anything contained in this Agreement to the contrary, the Committee,
in its sole discretion, may accelerate the expiration date of the Period of Restriction with
respect to any Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Committee shall determine. 




        3.    Delivery of Restricted Stock.    



        (a)    Stock Certificates.    On or as soon as practicable after the Grant Date, the Company shall issue one or more
stock certificates evidencing the grant of Restricted Stock to Grantee, which shall be held by the Company until the expiration of the Period of Restriction, at which time the Shares shall be
delivered to the Grantee. 


        (b)    Stock Powers.    The Grantee shall deposit with the Secretary of the Company stock powers or other instruments
of transfer or assignment, duly endorsed in blank with signature guaranteed, corresponding to each certificate for all Shares until the expiration of the Period of Restriction, at which time the stock
powers shall be returned to the Grantee. 




        4.    Grantee's Representations, Warranties and Covenants.    



        (a)    Investment Intention.    The Grantee represents and warrants that the Restricted Stock has been, and any Shares
will be, acquired by the Grantee solely for the Grantee's own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee further understands,
acknowledges and agrees that the Restricted Stock, and any Shares, may not be transferred, sold, pledged, hypothecated or otherwise disposed of except to the extent expressly permitted hereby and at
all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state
securities or "blue sky" laws and non-U.S. securities laws. 




        5.    Grantee's Rights with Respect to Restricted Stock.    



        (a)    Restrictions on Transferability.    During the Period of Restriction, the Restricted Stock granted hereby is
not assignable or transferable, in whole or in part, and may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or
encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee's death;
provided that the deceased Grantee's beneficiary or representative of the Grantee's estate shall acknowledge and agree in writing, in a form reasonably acceptable to the Company, to be bound by the
provisions of this Agreement and the Plan as if such beneficiary or the estate were the Grantee. 


        (b)    Rights as Stockholder.    Except as otherwise provided in this Agreement or the Plan, Grantee shall have, with
respect to all Restricted Stock, the right to vote such Restricted Stock and the right to receive cash and other dividends, if any, as may be declared on the Restricted Stock from time to time, but
shall otherwise enjoy none of the rights of a stockholder unless and until the expiration of the Period of Restriction with respect to such Restricted Stock. Any securities issued to or received by
the Grantee with respect to Restricted Stock as a result of a stock split, a dividend payable in capital stock or other securities, a combination of shares or any other change or exchange of the
Restricted Stock for other securities, by reclassification, reorganization, distribution, liquidation, merger, consolidation, or otherwise, shall have the same status and bear the same legend as the
Restricted Stock and shall be held by the Company if the Restricted Stock is being so held, unless otherwise determined by the Committee. 


        (c)    Legend.    Until the expiration of the Period of Restriction, each certificate evidencing shares of Common
Stock subject to the Grantee's Restricted Stock shall be registered in the Grantee's name and shall bear the following legend: "THE SHARES REPRESENTED BY THIS 



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CERTIFICATE
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE SIRVA, INC. OMNIBUS STOCK INCENTIVE PLAN AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY
IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH SUCH PLAN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY." 




        6.    Change in Control.    



        (a)   Subject
to Section 6(b), in the event of a Change in Control, the Period of Restriction applicable to all of the Grantee's shares of Restricted Stock outstanding
shall lapse immediately prior to the consummation of the transaction constituting the Change in Control. 


        (b)   Notwithstanding
Section 6(a) hereof, no cancellation, termination, acceleration of vesting, lapse of a Period of Restriction or settlement or other payment shall
occur with respect to any outstanding Restricted Stock if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control
that such outstanding Restricted Stock shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Restricted Stock being hereinafter referred to as an
"Alternative Award") by the New Employer, provided that any Alternative Award must: 



        (i)    be
based on shares of voting capital stock that are traded on an established U.S. securities market; 



        (ii)   provide
the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Restricted Stock,
including, but not limited to, an identical or better vesting schedule and identical or better timing and method of payment; 


        (iii)  have
terms and conditions which provide that in the event that the Grantee suffers an involuntary termination within two years following a Change in Control any
conditions on the Grantee's rights under, or any Period of Restriction applicable to, all such Restricted stock held by the Grantee shall be waived or shall lapse, as the case may be. 





        7.    Miscellaneous.    



        (a)    Notices.    All notices and other communications required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international
equivalent of such delivery, to the Company or Grantee, as the case may be, at the following addresses or to such other address as the Company or Grantee, as the case may be, shall specify by notice
to the others: 



        (i)    if
to the Company, to it at: 




SIRVA, Inc.

Law Department

700 Oakmont Lane

Westmont, Illinois 60559
 Attention: General Counsel 





        (ii)   if
to Grantee, to the Grantee at the address set forth on Schedule A hereto. 




        (b)    Binding Effect; Benefits.    This Agreement shall be binding upon and inure to the benefit of the parties to
this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the 



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parties
to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein. 


        (c)    Waiver.    Any party hereto may by written notice to the other party
(A) extend the time for the performance of any of the obligations or other actions of the other party under this Agreement,
(B) waive compliance with any of the conditions or covenants of the other party contained in this Agreement, and
(C) waive or modify performance of any of the obligations of the other party under this Agreement. Except as provided in the preceding sentence, no
action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure by a party to exercise any right or privilege hereunder shall be deemed a waiver of such party's rights or privileges
hereunder or shall be deemed a waiver of such party's rights to exercise the same at any subsequent time or times hereunder. 


        (d)    Amendment.    This Agreement may not be amended, modified or supplemented orally, but only by a written
instrument executed by the Grantee and the Company. 



        (e)    Assignability.    Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by
reason hereof shall be assignable by the Company or Grantee without the prior written consent of the other party; provided that the Company may assign all or any portion of its rights or obligations
under this Agreement to one or more persons or other entities designated by it in connection with a Change in Control of the Company. 


        (f)    Tax Withholding.    The Company may require the recipient of the Shares to remit to the Company an amount in
cash sufficient to satisfy the statutory minimum U.S. federal, state and local and non-U.S. tax withholding requirements as a condition to the issuance of such Shares. In the event any
cash is paid to the Grantee or the Grantee's estate or beneficiary pursuant to Section 6 hereof or Article IX of the Plan, the Company shall have the right to withhold an amount from
such payment sufficient to satisfy the statutory minimum U.S. federal, state and local and non-U.S. tax withholding requirements. The Committee may, in its discretion, require or permit
the Grantee to elect, subject to such conditions as the Committee shall impose, to meet such obligations by having the Company withhold the least number of shares of Restricted Stock having a Fair
Market Value sufficient to satisfy all or part of the Grantee's estimated total statutory minimum U.S. federal, state and local and non-U.S. tax obligation with respect to the issuance of
or lapse of restrictions on the Shares. 


        (g)    Applicable Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.


        (h)    Consent to Electronic Delivery.    By executing this Agreement, Grantee hereby consents to the delivery of
information (including, without limitation, information required to be delivered to the Grantee
pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock via Company web site or other electronic delivery. 


        (i)    Section and Other Headings, etc.    The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of this Agreement. 



        (j)    Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which together shall constitute one and the same instrument. 



—Signature page follows—


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        IN
WITNESS WHEREOF, the Company and Grantee have executed this Agreement as of the Grant Date. 



	 	 	SIRVA, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
GRANTEE
	

 	
 	

 Name:




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Schedule A  



	Grantee	 	 
	

Grantee's Address	
 	

 
	

Grant Date	
 	

 
	

Total Number of Shares Underlying Restricted Stock Which Have Been Granted	
 	

 
	

Period of Restriction	
 	

 




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STOCK POWER  


        FOR
VALUE RECEIVED, the undersigned, [                        ], hereby assigns and transfers to the Secretary of SIRVA, Inc., a
Delaware corporation (the
"Company"), [    ] shares of common stock, par value $.01 per share, of the Company, standing in the undersigned's name on the books of the Company, represented by
Certificate No. [    ] herewith and does hereby irrevocably constitute and appoint the
Secretary of the Company attorney to transfer said stock on the books of the Company with full power of substitution in the premises. 


        Dated:
[                        ,            ] 



	 	 	By:	 
	 	 	 	












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Exhibit 10.61


RESTRICTED STOCK AGREEMENT