**EXHIBIT 10.15**

 

**[EMPLOYEES]**

 

**RESTRICTED STOCK AWARD AGREEMENT**

*under the*

**INTERNET SECURITY SYSTEMS, INC.**

**2005 STOCK INCENTIVE PLAN**

 

THIS AGREEMENT, made and entered into as ofthe            day of               ,2005, by and between Internet Security Systems, Inc. (“the “Company”) and                       (“Grantee”).

 

**WITNESSETH THAT:**

 

WHEREAS, the Company maintains the InternetSecurity Systems, Inc. 2005 Stock Incentive Plan (the “Plan”), and the Granteehas been selected by the Committee to receive a Restricted Stock Award underthe Plan;

 

NOW, THEREFORE, IT IS AGREED, by and betweenthe Company and the Grantee, as follows:

 

# **1.**             Award of Restricted Stock

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## 1.1           TheCompany hereby grants to the Grantee an award of                   Shares of restricted stock (“Restricted Stock”), subject to, and in accordancewith, the restrictions, terms and conditions set forth in this Agreement.  The grant date of this award of RestrictedStock is                                   (“GrantDate”).

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## 1.2           ThisAgreement shall be construed in accordance and consistent with, and subject to,the provisions of the Plan (the provisions of which are incorporated herein byreference) and, except as otherwise expressly set forth herein, the capitalizedterms used in this Agreement shall have the same definitions as set forth inthe Plan.

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# **2.**             Restrictions

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## 2.1           Subjectto Section 2.2 below, if the Grantee remains employed by the Company or aSubsidiary, the Grantee shall become vested in the Restricted Stock asfollows:            %of the shares of Restricted Stock shall vest on each                             of the Grant Date (each such date shall be a “Vesting Date”) such that on                         (the “Final Vesting Date”) all of the shares of Restricted Stock shall be fullyvested.  On each Vesting Date, Granteeshall own the Vested Shares of Restricted Stock free and clear of allrestrictions imposed by this Agreement (except those imposed by Section 3.4below).  In the event, prior to the FinalVesting Date, Grantee’s employment is terminated by the Company or Granteeterminates employment (for any reason, including death or Disability), theRestricted Stock shall cease to vest further and Grantee shall only be entitledto the Restricted Stock that is vested as of Grantee’s date oftermination.  For purposes of thisAgreement, employment with any Subsidiary of the Company, or service as aDirector of the Company or any Subsidiary of the Company, shall be consideredemployment with the Company, and references to employment by the Company ortermination

 

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## of employment by or with the Company, shallinclude such employment by a Subsidiary or service as a Director.

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## 2.2           Exceptas hereinafter provided, upon the occurrence of a Change in Control prior tothe Grantee’s Final Vesting Date, all outstanding unvested shares of RestrictedStock shall become immediately and fully vested and nonforfeitable as of thedate of the Change in Control and the Company shall deliver to Grantee acertificate(s) for such Restricted Stock, free and clear of any restrictionimposed by this Agreement.  However,notwithstanding the forgoing sentence, the vesting of outstanding unvestedshares of Restricted Stock shall not so accelerate if and to the extent: (i) suchRestricted Stock is, in connection with a Corporate Transaction (as defined inSection 2.6(c) of the Plan and excluding Corporate Transactions which do notconstitute a Change in Control), either to be assumed by the successorcorporation (or parent thereof) or to be replaced with a comparable award ofrestricted shares of the capital stock of the successor corporation (or parentthereof), (ii) such award of shares of Restricted Stock is to be replaced witha cash incentive program of the successor corporation which preserves the valueof the unvested shares of Restricted Stock at the time of the CorporateTransaction and provides for subsequent vesting in accordance with the samevesting schedule applicable to such shares of Restricted Stock, or (iii) theacceleration of the vesting of such shares of Restricted Stock is subject toother limitations imposed by the Committee at the time of the Restricted Stockgrant.  The determination ofcomparability under clause (i) above shall be made by the Committee asconstituted prior to the Change in Control, and its determination shall befinal, binding and conclusive.  If thesuccessor company (or parent thereof) assumes the outstanding award ofRestricted Stock in connection with a Corporate Transaction, and at the time ofor within                     following such Corporate Transaction: (i) the Grantee is offered a LesserPosition (as hereinafter defined) in replacement of the position held by himimmediately prior to the Corporate Transaction; or (ii) the Grantee’s serviceterminates by reason of an Involuntary Termination (as hereinafter defined),then, effective as of the date on which such Lesser Position is offered to theGrantee or the effective date of such Involuntary Termination, respectively,the vesting of the shares of Restricted Stock shall automatically accelerate inpart so that, in addition to the number of shares of Restricted Stock whichhave vested at such time, the forfeiture rights respecting the shares ofRestricted Stock shall expire with respect to                                   ofthe unvested shares of Restricted Stock but not exceeding the unvested portionof such grant.  Following suchacceleration, to the extent the Grantee continues in service, the vestingschedule for the shares of Restricted Stock shall continue under the originalvesting schedule, except for the                                               .  In the event that both the offer of a LesserPosition and a subsequent Involuntary Termination of a Grantee’s Service occurwithin                     following a Corporate Transaction, then acceleration of vesting shall occuronly in connection with the offer of such Lesser Position and no additionalacceleration shall occur in connection with such subsequent InvoluntaryTermination.

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The followingdefinitions shall apply for purposes of this Agreement:

 

“Involuntary Termination”  shall mean the termination of Grantee’sservice which occurs by reason of: (i) Grantee’s involuntary dismissal ordischarge by the Company for reasons other than Cause, or (ii) Grantee’svoluntary resignation following the offer to Grantee of a Lesser Position inreplacement of the position held by Grantee immediately prior to the CorporateTransaction.

 

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“Lesser Position” for Grantee shall mean anew position or a change to Grantee’s position which, compared with Grantee’sposition with the Company immediately prior to the Corporate Transaction, (i)offers a lower level of compensation (including base salary, fringe benefitsand target bonuses under any corporate-performance based bonus or incentiveprograms), or (ii) materially reduces Grantee’s duties or level ofresponsibility, or (iii) assigns Grantee to an office more than    miles from the Company’s office at which Grantee served prior to the CorporateTransaction.

 

## 2.3           Exceptfor a Permitted Transfer, the Restricted Stock may not be sold, assigned,transferred, pledged or otherwise encumbered prior to the date Grantee becomesvested in the Restricted Stock.  Forpurposes of this Agreement, a Permitted Transfer means (i) a gratuitoustransfer of the Restricted Stock, provided and only if Grantee obtains theCompany’s prior written consent to such transfer, (ii) a transfer of title tothe Restricted Stock effected pursuant to Grantee’s will or the laws ofinterstate succession following Grantee’s death, or (iii) a transfer to theCompany in pledge as security for any purchase-money indebtedness incurred byGrantee in connection with the acquisition of the Restricted Stock.

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# **3.**             Stock; Dividends; Voting

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## 3.1           Upondelivery to the Company of the executed Stock Powers attached hereto, theCompany shall register on the Company books stock certificate(s) evidencing theshares of Restricted Stock in the name of the Grantee.  Physical possession or custody of such stockcertificate(s) shall be retained by the Company until such time as the sharesof Restricted Stock are fully vested in accordance with Section 2.  While in its possession, the Company reservesthe right to place a legend on the stock certificate(s) restricting thetransferability of such certificates and referring to the terms and conditions(including forfeiture) of this Agreement and the Plan.  Upon forfeiture of all or a portion of theshares of Restricted Stock, the stock certificate(s) held on behalf of theGrantee for such forfeited Restricted Stock shall be transferred to the Companypursuant to the executed Stock Power described above.

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## 3.2           Duringthe period the Restricted Stock is not vested (and has not been forfeited), theGrantee shall be entitled to receive dividends and/or other distributionsdeclared on such Restricted Stock and Grantee shall be entitled to vote suchRestricted Stock.

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## 3.3           Inthe event of a change in capitalization, the number and class of shares ofRestricted Stock or other securities that Grantee shall be entitled to, andshall hold, pursuant to this Agreement shall be appropriately adjusted orchanged to reflect the change in capitalization, provided that any suchadditional shares of Restricted Stock or additional or different shares orsecurities shall remain subject to the restrictions in this Agreement.  If additional shares of common stock of theCompany or another corporation, or other consideration is issued in connectionwith the Restricted Stock at a time at which the restrictions specified in thisAgreement have not lapsed, the Grantee shall execute and deliver to theCommittee additional Stock Power(s) with respect to any such shares of stock,deliver to the Committee the stock certificates representing such shares, andforward to the Committee any such other consideration.  Such stock certificates and/or otherconsideration shall be retained by the Company and shall be credited to theaccount of the Grantee and shall be distributed to the Grantee, subject toforfeiture

 

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## and the other terms and conditions of thisAgreement and the Plan, at the same time as the shares of Restricted Stock areto be distributed free of all restrictions.

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## 3.4           TheGrantee represents and warrants that he is acquiring the Restricted Stock forinvestment purposes only, and not with a view to distribution thereof.  The Grantee is aware that the RestrictedStock may not be registered under the federal or any state securities laws andthat, in addition to the other restrictions on the Restricted Stock, the shareswill not be able to be transferred unless an exemption from registration isavailable.  By making this award ofRestricted Stock, the Company is not undertaking any obligation to register theRestricted Stock under any federal or state securities laws.

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# **4.**             No Right to Continued Employment

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Nothing in this Agreement or the Plan shallbe interpreted or construed to confer upon the Grantee any right with respect tocontinuance of employment by the Company or a Subsidiary, nor shall thisAgreement or the Plan interfere in any way with the right of the Company or aSubsidiary to terminate the Grantee’s employment at any time, subject toGrantee’s rights under this Agreement.

 

# **5.**             Taxes and Withholding

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The Grantee shall be responsible for allfederal, state and local income taxes payable with respect to this award ofRestricted Stock and any employment taxes payable by Grantee as anemployee.  The Grantee shall have theright to make such elections under the Internal Revenue Code of 1986, asamended, as are available in connection with this award of Restricted Stock,including a Section 83(b) election, provided, however, that Granteeacknowledges and agrees that it is Grantee’s responsibility, and not theCompany’s, to prepare and timely file any election under Section 83(b) (even ifGrantee requests the Company to do such filing).  The Company and Grantee agree to report thevalue of the Restricted Stock in a consistent manner for federal income taxpurposes.  The Company shall have theright to retain and withhold from any payment of Restricted Stock the amount oftaxes required by any government to be withheld or otherwise deducted and paidwith respect to such payment.  TheCompany may require Grantee to reimburse the Company for any such taxesrequired to be withheld and may withhold any distribution in whole or in partuntil the Company is so reimbursed.  Inlieu thereof, the Company shall have the right to withhold from any other cashamounts due to Grantee an amount equal to such taxes required to be withheld orwithhold and cancel (in whole or in part) a number of shares of RestrictedStock having a market value not less than the amount of such taxes.

 

# **6.**             Grantee Bound By The Plan

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The Grantee hereby acknowledges receipt of acopy of the Plan and agrees to be bound by all the terms and provisionsthereof.

 

# **7.**             Modification of Agreement

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This Agreement may be modified, amended,suspended or terminated, and any terms or conditions may be waived, but only bya written instrument executed by the parties hereto.

 

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# **8.**             Severability

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Should any provision of this Agreement beheld by a court of competent jurisdiction to be unenforceable or invalid forany reason, the remaining provisions of this Agreement shall not be affected bysuch holding and shall continue in full force in accordance with their terms.

 

# **9.**             Governing Law

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The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the State ofDelaware without giving effect to the conflicts of laws principles thereof.

 

# **10.**          Successors in Interest

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This Agreement shall inure to the benefit of,and be binding upon, the Company and its successors and assigns, and upon anyperson acquiring, whether by merger, consolidation, reorganization, purchase ofstock or assets, or otherwise, all or substantially all of the Company’s assetsand business.  This Agreement shall inureto the benefit of the Grantee’s legal representatives.  All obligations imposed upon the Grantee andall rights granted to the Company under this Agreement shall be final, bindingand conclusive upon the Grantee’s heirs, executors, administrators andsuccessors.

 

# **11.**          Resolution of Disputes

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Any dispute or disagreement which may ariseunder, or as a result of, or in any way relate to the interpretation,construction or application of this Agreement shall be determined by theCommittee.  Any determination madehereunder shall be final, binding and conclusive on the Grantee and the Companyfor all purposes.

 

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IN WITNESS WHEREOF, the parties have executedthis Agreement as of the date first above written.

 

 
|   | INTERNET SECURITY SYSTEMS, INC. |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            |
|   |                            |
|   | GRANTEE:                        |
|   |                            |
|   |                            |

 

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**STOCK POWER**

 

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to                                                                                                                                         (          ) shares of thecommon stock of Internet Security Systems, Inc. (the “Company”) registered onthe books of the Company in the name of the undersigned (whether a certificatehas been issued or not), and does hereby irrevocably constitute and appoint                                                                   attorney to transfer said stock on the books of the Company, with full power ofsubstitution in the premises.

 

 
| DATED: |   |   |
|--------|--------|--------|
|   |   |
|   |   |   |
|   | Name:  |

 

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