Exhibit 10.3


 


RESTRICTED STOCK AWARD
AGREEMENT


 


                THIS RESTRICTED
STOCK AWARD AGREEMENT (the “Agreement”), is
made and entered into this          day
of
                                ,
             (the “Grant Date”), by and between InnerWorkings, Inc., a
Delaware corporation (the “Company”), and
                                                  
(the “Participant”).


 


RECITALS:


 


                WHEREAS, the Company has
adopted the InnerWorkings, Inc. 2006 Stock Incentive Plan (the “Plan”); and


 


                WHEREAS, pursuant to the Plan
the Company desires to grant to the Participant shares of common stock of the
Company, $0.0001 par value per share (the “Shares”),
subject to certain restrictions set forth in this Agreement, effective as of
the Grant Date;


 


                WHEREAS, the Board of Directors
or Compensation Committee of the Board of Directors of the Company (the “Committee”) has duly made all determinations necessary or
appropriate to the grants hereunder.


 


                NOW, THEREFORE, in consideration
of the premises and the mutual covenants set forth in this Agreement and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:


 


                1.             Definitions.  Any capitalized term used in this Agreement
that is not defined in this Agreement will have the same meaning as that given
to it in the Plan.


 


                2.             Grant of Restricted Stock.


 


                (a)           Subject to the terms and conditions
of the Plan, and the additional terms and conditions set forth in this
Agreement, the Company hereby grants to the Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services,
                                                
(                    )
Shares (the “Restricted Stock”).


 


                (b)           Until the Participant incurs a
termination of Service, (i) one quarter (1/4) of the Restricted Stock will
vest on the first anniversary of the Grant Date  and
(ii) an additional one quarter (1/4) of the Restricted Stock will vest on
each subsequent anniversary of the Grant Date, until fully vested.  Upon the Participant’s termination of Service
for any reason, all unvested shares of Restricted Stock shall be cancelled and
forfeited.


 


                3.             Certificates.  Shares of Restricted Stock awarded under Section 2
will be evidenced by one or more certificates bearing a legend referring to the
terms, conditions and restrictions applicable to such Restricted Stock.  The Company will retain physical possession
of such certificates, and the Participant shall be required upon demand to
execute and deliver one or more stock powers to the Company, endorsed in blank,
relating to such shares or Restricted Stock for so long as such shares remain
unvested and subject to a risk of forfeiture. 
Neither unvested shares of 


 


 


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Restricted
Stock, nor the right to vote such shares and receive dividends thereon, may be
sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise
encumbered; provided, however, that the Participant may grant to another person
a revocable proxy to vote unvested shares of Restricted Stock at a Company
stockholder meeting.


 


                4.             Rights.  The Participant will have full voting rights
with respect to shares of Restricted Stock issued hereunder.  The Participant will be entitled to receive
dividends on shares of Restricted Stock if and when dividends are payable on
Shares to shareholders of record after the Grant Date (unless and until such
Restricted Stock is forfeited).  In the
absence of an effective election under Section 83(b) of the Code,
dividends paid on unvested shares of Restricted Stock will be treated as
compensation and are subject to withholding.


 


                5.             Delivery
and Withholding.  Subject to
satisfaction of any tax withholding obligation as described below, shares of
Restricted Stock that are no longer subject to forfeiture will be transferred
and delivered to the Participant as soon as practicable after the date on which
they vest in accordance with Section 2(b).  Upon the vesting of shares of Restricted
Stock, the prohibition against the sale or transfer of such shares will be
lifted and such shares may be treated as any other Shares, subject to any
restrictions on transfer that may be applicable under federal securities
laws.  In the absence of an effective
election under Section 83(b) of the Code, the payment to the
Participant and transfer of such shares of Restricted Stock upon vesting will
be subject to withholding by the Company of amounts sufficient to cover
withholding obligations applicable to such payment and transfer.  In the event that any required tax
withholding upon the settlement of such Restricted Stock exceeds the
Participant’s regular compensation available to satisfy such withholding, the
Participant agrees to remit to the Company, as a condition of settlement of the
Restricted Stock, such additional amounts as are necessary to satisfy such
required withholding.  Any withholding
obligation may be settled either in cash or with Shares, including by
withholding Shares that are otherwise deliverable hereunder upon vesting of
Restricted Stock.


 


                6.             Plan.  The Participant hereby acknowledges receipt
of a copy of the Plan.  Notwithstanding
any other provision of this Agreement, the Restricted Stock is granted pursuant
to the Plan, as in effect on the date of the Agreement, and is subject to the
terms and conditions of the Plan, as the same may be amended from time to time;
provided, however, that except as otherwise provided by the Plan, no amendment
to either the Plan or this Agreement will deprive the Participant, without the
Participant’s consent, of any shares of Restricted Stock or of the Participant’s
rights under this Agreement.  The
interpretation and construction by the Committee of the Plan, this Agreement,
the Restricted Stock, and such rules and regulations as may be adopted by
the Committee for the purpose of administering the Plan, will be final and
binding upon the Participant.


 


                7.             No Employment Rights.  No provision of this Agreement or of the
Restricted Stock will give the Participant any right to continue in the employ of
the Company or any of its Affiliates, create any inference as to the
length of employment of the Participant, affect the right of the Company or its
Affiliates to terminate the employment of the Participant, with or without Cause,
or give the Participant any right to participate in any employee welfare or
benefit plan or other program (other than the Plan) of the Company or any of
its Affiliates.


 


 


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                8.             Changes in Company’s Capital or
Organizational Structure.  The existence of the Restricted Stock shall
not affect in any way the right or authority of the Company or its shareholders
to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company’s capital structure or its business, or any
merger or consolidation of the Company, or any issue of preferred Shares ahead
of or affecting the Shares or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other act or proceeding, whether of a similar
character or otherwise.


 


                9.             Delays.  In accordance with the terms of the Plan, the
Company shall have the right to suspend or delay any time period prescribed in
this Agreement or in the Plan for any action if the Committee shall determine
that the action may constitute a violation of any law or result in any
liability under any law to the Company, an Affiliate or a shareholder in the
Company until such time as the action required or permitted will not constitute
a violation of law or result in liability to the Company, an Affiliate or a
shareholder of the Company.


 


                10.          Governing Law; Construction.  This Agreement and the Restricted Stock will
be governed by, and construed and enforced in accordance with, the laws of the
State of Illinois without regard to conflicts of law principles.  Common nouns and pronouns shall be deemed to
refer to the masculine, feminine, neuter, singular and plural, as the context
requires.


 


                11.          Entire Agreement.  This Agreement, together with the Plan and
any other agreements incorporated herein by reference, constitutes the entire
obligation of the parties with respect to the subject matter of this Agreement
and supersedes any prior written or oral expressions of intent or understanding
with respect to such subject matter.


 


                12.          Amendment.  Any amendment to this Agreement must be in
writing and signed by the Company.


 


                13.          Waiver; Cumulative Rights.  The failure or delay of either party to
require performance by the other party of any provision of this Agreement will
not affect its right to require performance of such provision unless and until
such performance has been waived in writing. 
Each right under this Agreement is cumulative and may be exercised in
part or in whole from time to time.


 


                14.          Counterparts.  This Agreement may be signed in two
counterparts, each of which will be an original, but both of which will
constitute one and the same instrument.


 


                15.          Notices.  Any notices required or permitted under this
Agreement must be in writing and may be delivered personally or by mail,
postage prepaid, addressed to (a) the Company at InnerWorkings, Inc.,
600 West Chicago Avenue, Suite 850, Chicago, IL 60610, Attention:
Secretary and (b) the Participant at the Participant’s address as shown on
the Company’s payroll records, or to such other address as the Participant, by
notice to the Company, may designate in writing from time to time.


 


                16.          Headings.  The headings in this Agreement are for
reference purposes only and will not affect the meaning or interpretation of
this Agreement.


 


 


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                17.          Severability.  If any provision of this Agreement is for any
reason held to be invalid or unenforceable, such invalidity or unenforceability
will not affect any other provision of this Agreement, and this Agreement will
be construed as if such invalid or unenforceable provision were omitted.


 


                18.          No Strict Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party.


 


                19.          Remedies.  Each of the parties to this Agreement will be
entitled to enforce its rights under this Agreement specifically, to recover
damages by reason of any breach of any provision of this Agreement, and to
exercise all other rights existing in its favor.  The Participant agrees and acknowledges that
money damages will not be an adequate remedy for any breach of the provisions
of this Agreement and that the Company will be entitled to specific performance
and injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.


 


                20.          Successors and Assigns.  This Agreement will inure to the benefit of
and be binding upon each successor and assign of the Company.  All obligations imposed upon the Participant
or a representative, and all rights granted to the Company under this
Agreement, will be binding upon the Participant’s or the representative’s
heirs, legal representatives and successors.


 


                21.          Tax Consequences.             The Participant agrees to determine
and be responsible for all tax consequences to the Participant with respect to
the Restricted Stock.


 


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  INNERWORKINGS,
  INC.:

  	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
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  Title

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


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