Unassociated Document


     

    
      Exhibit
        10.2

    

     

    

      FORTISSIMO
        ACQUISITION CORP.

       

      Restricted
        Stock Agreement

       

      AGREEMENT
        made as of ________, 2008, between Fortissimo Acquisition Corp., a
        Delaware corporation
        (the “Company”), and [________] (the “Stockholder”).

       

      1.  The
        Shares.
        In
        connection with the Agreement and Plan of Merger and Interests Purchase
        Agreement, dated as of January 15, 2008 among the Company, FAC Acquisition
        Sub
        Corp., a New York corporation, Psyop, Inc., a New York corporation, Psyop
        Services, LLC, a New York limited liability company, the Stockholders named
        therein and Justin Booth-Clibborn as Stockholders’ Representative (the “Merger
        Agreement”), and for good and valuable consideration, receipt of which is
        acknowledged, the Stockholder has agreed that [_________] shares of Parent
        Common Stock, which the Stockholder has received as Maximum Revenue Contingent
        Stock and Maximum EBITDA Contingent Stock pursuant to the Merger Agreement
        (the
“Shares”) shall be subject to the forfeiture provisions set forth in Section 2
        of this Agreement and the restrictions on transfer set forth in Section 3
        of
        this Agreement. Capitalized terms used and not otherwise defined herein shall
        have the respective meanings assigned to them in the Merger Agreement.


       

      2.  Forfeiture
        of Shares.
        

       

      (a)  
        To the
        extent that Shares have not vested pursuant to Section 2(a) of Exhibit A
        to the
        Merger Agreement, with respect to an Annual Contingent Consideration Period,
        such Shares shall be forfeited automatically and immediately to Parent on
        the
        Contingent Consideration Payment Date following such applicable Annual
        Contingent Consideration Period. In the event that (A) the Company terminates
        the Stockholder’s employment for Cause (as defined in the Stockholder’s
        Employment Agreement) or (B) the Stockholder terminates his or her employment
        with the Company without Good Reason (as defined in the Stockholder’s Employment
        Agreement) at any time prior to the last day of the applicable Annual Contingent
        Consideration Period, for any reason or no reason, with or without cause,
        all
        Shares that have not vested pursuant to the Merger Agreement shall be forfeited
        automatically and immediately and shall be reallocated among the remaining
        Stockholders (as defined in the Merger Agreement), pursuant to the Merger
        Agreement, with respect to all Annual Contingent Consideration Periods ending
        on
        or after the date of termination of employment.

       

      (b)  The
        Stockholder hereby authorizes the Company to take any actions necessary or
        appropriate to cancel any certificate(s) representing forfeited Shares and
        transfer ownership of such forfeited Shares to the Company; and if the Company
        or its transfer agent requires an executed stock power or similar confirmatory
        instrument in connection with such cancellation and transfer, the Stockholder
        shall promptly execute and deliver the same to the Company.

       

      3.  Restrictions
        on Transfer.

       

      The
        Stockholder shall not sell, assign, transfer, pledge, hypothecate or otherwise
        dispose of, by operation of law or otherwise (collectively “transfer”) any
        Shares, or any interest therein, except that the Stockholder may transfer
        such
        Shares (i) to or for the benefit of any spouse (or former spouse in connection
        with any marital separation, asset allocation agreement or qualified domestic
        relations order) or parents, siblings or children (by blood, marriage or
        adoption) (collectively, “Approved Relatives”) or to a trust established solely
        for the benefit of the Stockholder and/or Approved Relatives, provided,
        however,
        that
        such Shares shall remain subject to this Agreement (including without limitation
        the forfeiture provisions set forth in Section 2 and the restrictions on
        transfer set forth in this Section 3), and such permitted transferee shall,
        as a
        condition to such transfer, deliver to the Company a written instrument
        confirming that such transferee shall be bound by all of the terms and
        conditions of this Agreement or (ii) as part of the sale of all or substantially
        all of the shares of capital stock of the Company (including pursuant to
        a
        merger or consolidation). The Company shall not be required to transfer on
        its
        books any of the Shares which have been transferred in violation of any of
        the
        provisions of this Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4.  Restrictive
        Legends.

       

      All
        certificates representing the Shares shall have affixed thereto legends in
        substantially the following form, in addition to any other legends that may
        be
        required under federal or state securities laws:

       

      “THE
        SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
        ON
        TRANSFER AND FORFEITURE PROVISIONS SET FORTH IN A RESTRICTED STOCK AGREEMENT
        BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THESE SHARES (OR HIS
        PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION
        WITHOUT
        CHARGE AT THE OFFICE OF THE SECRETARY OF THE CORPORATION.”

       

      “THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR
        OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
        UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
        CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT
        REQUIRED.”

       

      5.   Withholding
        Taxes; Section 83(b) Election.

       

      (a)  The
        Stockholder acknowledges and agrees that the Company has the right to deduct
        from payments of any kind otherwise due to the Stockholder any federal, state
        or
        local taxes of any kind required by law to be withheld with respect to the
        Shares.

       

      (b)  The
        Stockholder has reviewed with the Stockholder’s own tax advisors the federal,
        state, local and foreign tax consequences of this investment and the
        transactions contemplated by this Agreement. The Stockholder is relying solely
        on such advisors and not on any statements or representations of the Company
        or
        any of its agents. The Stockholder understands that the Stockholder (and
        not the
        Company) shall be responsible for the Stockholder’s own tax liability that may
        arise as a result of this investment or the transactions contemplated by
        this
        Agreement. The Stockholder agrees to file an election under Section 83(b)
        of the
        Code with the United States Internal Revenue Service (the “IRS”) within 30 days
        hereof and to provide a duplicate original of such election to the Company
        with
        proof of filing with the IRS within 45 days hereof.

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      THE
        STOCKHOLDER ACKNOWLEDGES THAT IT IS THE STOCKHOLDER’S SOLE RESPONSIBILITY AND
        NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION
        83(b).

       

      6.  Miscellaneous.

       

      (a)  Severability.
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        and each other provision of this Agreement shall be severable and enforceable
        to
        the extent permitted by law. 

       

      (b)  Waiver.
        Any
        provision for the benefit of the Company contained in this Agreement may
        be
        waived, either generally or in any particular instance, by the Board of
        Directors of the Company.

       

      (c)  Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of the Company and
        the
        Stockholder and their respective heirs, executors, administrators, legal
        representatives, successors and assigns, subject to the restrictions on transfer
        set forth in Section 3 of this Agreement. 

       

      (d)  Notice.
        All
        notices required or permitted hereunder shall be in writing and deemed
        effectively given upon personal delivery or five days after deposit in the
        United States Post Office, by registered or certified mail, postage prepaid,
        addressed to the other party hereto at the address shown beneath his or its
        respective signature to this Agreement, or at such other address or addresses
        as
        either party shall designate to the other in accordance with this
        Section 6(d).

       

      (e)  Pronouns.
        Whenever the context may require, any pronouns used in this Agreement shall
        include the corresponding masculine, feminine or neuter forms, and the singular
        form of nouns and pronouns shall include the plural, and
        vice versa.

       

      (f)  Entire
        Agreement.
        This
        Agreement constitutes the entire agreement between the parties, and supersedes
        all prior agreements and understandings, relating to the subject matter of
        this
        Agreement.

       

      (g)  Amendment.
        This
        Agreement may be amended or modified only by a written instrument executed
        by
        both the Company and the Stockholder.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

      (h)  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without giving effect to any conflicts of laws principles
        thereof directing the application of any law other than that of the State
        of New
        York. Courts within the State of New York, County of New York or the United
        States District Court for the Southern District of New York will have
        jurisdiction over all disputes between the parties hereto arising out of
        or
        relating to this agreement and the agreements, instruments and documents
        contemplated hereby. The parties hereby consent to and agree to submit to
        the
        jurisdiction of such courts. Each of the parties hereto waives, and agrees
        not
        to assert in any such dispute, to the fullest extent permitted by applicable
        law, any claim that (i) such party is not personally subject to the
        jurisdiction of such courts, (ii) such party and such party’s property is
        immune from any legal process issued by such courts or (iii) any litigation
        commenced in such courts is brought in an inconvenient forum. Each party
        hereto
        hereby irrevocably waives all right to trial by jury in any proceeding (whether
        based on contract, tort or otherwise) arising out of or relating to this
        Agreement or any transaction or agreement contemplated hereby or the actions
        of
        any party hereto in the negotiation, administration, performance or enforcement
        hereof. 

       

      (i)  Stockholder’s
        Acknowledgments.
        The
        Stockholder acknowledges that he or she: (i) has read this Agreement; (ii)
        has
        been represented in the preparation, negotiation, and execution of this
        Agreement by legal counsel of the Stockholder’s own choice or has voluntarily
        declined to seek such counsel; (iii) understands the terms and consequences
        of
        this Agreement; and (iv) is fully aware of the legal and binding effect of
        this
        Agreement.

       

      


      [Remainder
        of Page Intentionally Left Blank.]


      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first above written.

       

      FORTISSIMO
        ACQUISITION CORP.

       

      


       

      _____________________________

      By:
        

      Title:
        

      


      


      


       

      _____________________________

      Stockholder
        Name:

       

      Address:   
        ____________________

      ____________________

      


       

      
        
           

        

        
          -5-