exv10w2



 





Exhibit 10.2




SAPIENT CORPORATION

RESTRICTED STOCK UNITS

AGREEMENT




     In recognition of the important contributions
that __________ (the “Director”) makes to
the success of Sapient Corporation (the “Company”) and its Affiliates (together with the Company,
the “Company Group”) as a member of the Company’s Board of Directors, the Company hereby grants to
the Director, pursuant to the Sapient Corporation 1998 Stock Incentive Plan (the “Plan”), the
Restricted Stock Units Award described below.




	1.	 	The Restricted Stock Units Award. The Company hereby grants to the Director
_______________(_____) Units, subject to the terms and conditions of this Agreement
and the Plan. An Award shall be paid hereunder, only to the extent that such Award is Vested,
as provided in this Agreement. The Director’s rights to the Units are subject to the
restrictions described in this Agreement and the Plan in addition to such other restrictions,
if any, as may be imposed by law.






	2.	 	Definitions. The following definitions will apply for purposes of this Agreement.
Capitalized terms not defined in this Agreement are used as defined in the Plan.






	 	(a)	 	“Agreement” means this Restricted Stock Units Agreement granted by the
Company and agreed to by the Director.
	 
	 	(b)	 	“Award” means the grant of Units in accordance with this Agreement.
	 
	 	(c)	 	“Change in Control” means the occurrence of any of the following
events: (i) any “person”, as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the
Company, J. Stuart Moore, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned directly or indirectly
by the stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company’s then
outstanding securities; (ii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; (iii) the stockholders of
the Company approve a plan of complete liquidation of the Company or an agreement for
the sale of disposition by the Company of all or substantially all of the Company’s
assets; or (iv) individuals who, on the date on which the Plan was adopted by the
Board, constituted the Board of




 









 






	 	 	 	Directors of the Company, together with any new director whose election by the Board
or nomination for election by the Company’s stockholders was approved by a vote of at
least a majority of the directors then still in office who were directors on the date
on which the Plan was adopted by the Board or whose election or nomination was
previously so approved, cease for any reason to constitute at least a majority of the
Board of Directors.






	 	(d)	 	“Common Stock” means common stock of the Company, $.01 par value.
	 
	 	(e)	 	“Grant Date” means __________, _____.
	 
	 	(f)	 	“NASDAQ” means the Nasdaq Stock Market.
	 
	 	(g)	 	“Payment Date” means, as to Vested Units, within 30 days of the date on
which the Units become Vested, except that in connection with a Change in Control, the
Payment Date shall mean immediately prior to or coincident with the occurrence of the
Change in Control.
	 
	 	(h)	 	“Unit” means a notional unit which is equivalent to a single share of
Common Stock on the Grant Date, subject to Section 4.
	 
	 	(i)	 	“Vested” means that portion of the Award to which the Director has a
nonforfeitable right.
	 
	 	(j)	 	“Vesting Dates” means the dates set forth in Section 3.






	3.	 	Vesting.






	 	(a)	 	An Award shall become Vested only upon the Vesting Dates described in this
Section 3, except as otherwise provided herein or determined by the Company in its sole
discretion. No portion of any Award shall become Vested on the Vesting Date unless the
Director is then, and since the Grant Date has continuously been, a Director of the
Company.
	 
	 	(b)	 	Subject to subsections (c), (d) and (e), below, an Award shall become Vested
based on the following schedule.












	 	 	 
	Vesting Date

	 	Percentage Vested on Anniversary Date
	 
	 	 
	First Anniversary of Grant Date

	 	100%












	 	(c)	 	Upon the occurrence of a Change in Control, an Award shall become 100% Vested,
such shares to be distributed immediately prior to or coincident with the Change in
Control.
	 
	 	(d)	 	Notwithstanding Section 3(b), if the service of the Director terminates by
reason of death or disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code), the length of the Director’s service shall be deemed to be six months
longer than the actual length; provided, however, that in no event
shall such deemed time










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	 	 	extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded
hereunder.






	 	(e)	 	Notwithstanding Section 3(b), in the event that the Director has completed the
full term of service as a Director for which he or she was elected at an Annual Meeting
of Stockholders of the Company, but is not standing for re-election to a subsequent
term as a Director at the Annual Meeting of Stockholders of the Company at which he or
she would otherwise have been re-elected (the “Retirement Meeting”), all Award shares
which are scheduled to vest subsequent to the Retirement Meeting but within the same
fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of
the date immediately preceding such Retirement Meeting; provided,
however, that in no event shall such deemed time extension serve to increase
the number of Vested Shares to more than the number of shares of Common Stock as equals
that number of Units which have been awarded hereunder.
	 
	 	(f)	 	In the event that the Director’s tenure as a member of the Company’s Board of
Directors terminates prior to a Vesting Date for any reason other than as set forth in
this Section 3, including without limitation termination by the Company or the Company
Group, any portion of the Award that has not then become Vested will be forfeited
automatically.






	4.	 	Adjustments Based on Certain Changes in the Common Stock. In the event of any stock split,
reverse stock split, stock dividend, recapitalization or similar change affecting the Common
Stock, the Award shall be equitably adjusted.






	5.	 	No Voting Rights/Dividends. The Award shall not be interpreted to bestow upon the Director
any equity interest or ownership in the Company Group prior to the Payment Date. The Director
is not entitled to vote any Common Stock by reason of the granting of this Award or to receive
or be credited with any dividends declared and payable on any Common Stock underlying any
Award prior to any Payment Date






	6.	 	Payment of Award. On the Payment Date, the Company shall issue to the Director that number
of shares of Common Stock as equals that number of Units which have become Vested.






	7.	 	Unfunded Status. The obligations of the Company Group hereunder shall be contractual only.
The Director shall rely solely on the unsecured promise of the Company and nothing herein
shall be construed to give the Director or any other person or persons any right, title,
interest or claim in or to any specific asset, fund, reserve, account or property of any kind
whatsoever owned by the Company Group.






	8.	 	No Assignment. No right or benefit or payment under the Plan shall be subject to assignment
or other transfer nor shall it be liable or subject in any manner to attachment, garnishment
or execution.




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	9.	 	Amendment or Termination. This Agreement may be amended by mutual written agreement of the
parties.
	 
	10.	 	Governing Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Massachusetts.





        IN WITNESS WHEREOF, Sapient Corporation
and _______________ have executed this
Restricted Stock Units Agreement effective as of the _____ day of __________, _____.



	 	 	 	 	 	 	 	 	 
	Sapient Corporation	 	 	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 
	By:

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	Title:

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 






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