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 of
the            day of               ,
2005, by and between Internet Security Systems, Inc. (“the “Company”) and                       
(“Grantee”).


 


WITNESSETH THAT:


 


WHEREAS, the Company maintains the Internet
Security Systems, Inc. 2005 Stock Incentive Plan (the “Plan”), and the Grantee
has been selected by the Committee to receive a Restricted Stock Award under
the Plan;


 


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


 


1.             Award of Restricted Stock


 


1.1           The
Company hereby grants to the Grantee an award of                   
Shares of restricted stock (“Restricted Stock”), subject to, and in accordance
with, the restrictions, terms and conditions set forth in this Agreement.  The grant date of this award of Restricted
Stock is                                   (“Grant
Date”).


 


1.2           This
Agreement shall be construed in accordance and consistent with, and subject to,
the provisions of the Plan (the provisions of which are incorporated herein by
reference) and, except as otherwise expressly set forth herein, the capitalized
terms used in this Agreement shall have the same definitions as set forth in
the Plan.


 


2.             Restrictions


 


2.1           Subject
to Section 2.2 below, if the Grantee remains employed by the Company or a
Subsidiary, the Grantee shall become vested in the Restricted Stock as
follows:            %
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 fully
vested.  On each Vesting Date, Grantee
shall own the Vested Shares of Restricted Stock free and clear of all
restrictions imposed by this Agreement (except those imposed by Section 3.4
below).  In the event, prior to the Final
Vesting Date, Grantee’s employment is terminated by the Company or Grantee
terminates employment (for any reason, including death or Disability), the
Restricted Stock shall cease to vest further and Grantee shall only be entitled
to the Restricted Stock that is vested as of Grantee’s date of
termination.  For purposes of this
Agreement, employment with any Subsidiary of the Company, or service as a
Director of the Company or any Subsidiary of the Company, shall be considered
employment with the Company, and references to employment by the Company or
termination


 





















 


of employment by or with the Company, shall
include such employment by a Subsidiary or service as a Director.


 


2.2           Except
as hereinafter provided, upon the occurrence of a Change in Control prior to
the Grantee’s Final Vesting Date, all outstanding unvested shares of Restricted
Stock shall become immediately and fully vested and nonforfeitable as of the
date of the Change in Control and the Company shall deliver to Grantee a
certificate(s) for such Restricted Stock, free and clear of any restriction
imposed by this Agreement.  However,
notwithstanding the forgoing sentence, the vesting of outstanding unvested
shares of Restricted Stock shall not so accelerate if and to the extent: (i) such
Restricted Stock is, in connection with a Corporate Transaction (as defined in
Section 2.6(c) of the Plan and excluding Corporate Transactions which do not
constitute a Change in Control), either to be assumed by the successor
corporation (or parent thereof) or to be replaced with a comparable award of
restricted shares of the capital stock of the successor corporation (or parent
thereof), (ii) such award of shares of Restricted Stock is to be replaced with
a cash incentive program of the successor corporation which preserves the value
of the unvested shares of Restricted Stock at the time of the Corporate
Transaction and provides for subsequent vesting in accordance with the same
vesting schedule applicable to such shares of Restricted Stock, or (iii) the
acceleration of the vesting of such shares of Restricted Stock is subject to
other limitations imposed by the Committee at the time of the Restricted Stock
grant.  The determination of
comparability under clause (i) above shall be made by the Committee as
constituted prior to the Change in Control, and its determination shall be
final, binding and conclusive.  If the
successor company (or parent thereof) assumes the outstanding award of
Restricted Stock in connection with a Corporate Transaction, and at the time of
or within                     
following such Corporate Transaction: (i) the Grantee is offered a Lesser
Position (as hereinafter defined) in replacement of the position held by him
immediately prior to the Corporate Transaction; or (ii) the Grantee’s service
terminates by reason of an Involuntary Termination (as hereinafter defined),
then, effective as of the date on which such Lesser Position is offered to the
Grantee or the effective date of such Involuntary Termination, respectively,
the vesting of the shares of Restricted Stock shall automatically accelerate in
part so that, in addition to the number of shares of Restricted Stock which
have vested at such time, the forfeiture rights respecting the shares of
Restricted Stock shall expire with respect to                                   of
the unvested shares of Restricted Stock but not exceeding the unvested portion
of such grant.  Following such
acceleration, to the extent the Grantee continues in service, the vesting
schedule for the shares of Restricted Stock shall continue under the original
vesting schedule, except for the                                               .  In the event that both the offer of a Lesser
Position and a subsequent Involuntary Termination of a Grantee’s Service occur
within                     
following a Corporate Transaction, then acceleration of vesting shall occur
only in connection with the offer of such Lesser Position and no additional
acceleration shall occur in connection with such subsequent Involuntary
Termination.


 


The following
definitions shall apply for purposes of this Agreement:


 


“Involuntary Termination”  shall mean the termination of Grantee’s
service which occurs by reason of: (i) Grantee’s involuntary dismissal or
discharge by the Company for reasons other than Cause, or (ii) Grantee’s
voluntary resignation following the offer to Grantee of a Lesser Position in
replacement of the position held by Grantee immediately prior to the Corporate
Transaction.


 


2





















 


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


 


2.3           Except
for a Permitted Transfer, the Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date Grantee becomes
vested in the Restricted Stock.  For
purposes of this Agreement, a Permitted Transfer means (i) a gratuitous
transfer of the Restricted Stock, provided and only if Grantee obtains the
Company’s prior written consent to such transfer, (ii) a transfer of title to
the Restricted Stock effected pursuant to Grantee’s will or the laws of
interstate succession following Grantee’s death, or (iii) a transfer to the
Company in pledge as security for any purchase-money indebtedness incurred by
Grantee in connection with the acquisition of the Restricted Stock.


 


3.             Stock; Dividends; Voting


 


3.1           Upon
delivery to the Company of the executed Stock Powers attached hereto, the
Company shall register on the Company books stock certificate(s) evidencing the
shares of Restricted Stock in the name of the Grantee.  Physical possession or custody of such stock
certificate(s) shall be retained by the Company until such time as the shares
of Restricted Stock are fully vested in accordance with Section 2.  While in its possession, the Company reserves
the right to place a legend on the stock certificate(s) restricting the
transferability 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 the
shares of Restricted Stock, the stock certificate(s) held on behalf of the
Grantee for such forfeited Restricted Stock shall be transferred to the Company
pursuant to the executed Stock Power described above.


 


3.2           During
the period the Restricted Stock is not vested (and has not been forfeited), the
Grantee shall be entitled to receive dividends and/or other distributions
declared on such Restricted Stock and Grantee shall be entitled to vote such
Restricted Stock.


 


3.3           In
the event of a change in capitalization, the number and class of shares of
Restricted Stock or other securities that Grantee shall be entitled to, and
shall hold, pursuant to this Agreement shall be appropriately adjusted or
changed to reflect the change in capitalization, provided that any such
additional shares of Restricted Stock or additional or different shares or
securities shall remain subject to the restrictions in this Agreement.  If additional shares of common stock of the
Company or another corporation, or other consideration is issued in connection
with the Restricted Stock at a time at which the restrictions specified in this
Agreement have not lapsed, the Grantee shall execute and deliver to the
Committee additional Stock Power(s) with respect to any such shares of stock,
deliver to the Committee the stock certificates representing such shares, and
forward to the Committee any such other consideration.  Such stock certificates and/or other
consideration shall be retained by the Company and shall be credited to the
account of the Grantee and shall be distributed to the Grantee, subject to
forfeiture


 


3





















 


and the other terms and conditions of this
Agreement and the Plan, at the same time as the shares of Restricted Stock are
to be distributed free of all restrictions.


 


3.4           The
Grantee represents and warrants that he is acquiring the Restricted Stock for
investment purposes only, and not with a view to distribution thereof.  The Grantee is aware that the Restricted
Stock may not be registered under the federal or any state securities laws and
that, in addition to the other restrictions on the Restricted Stock, the shares
will not be able to be transferred unless an exemption from registration is
available.  By making this award of
Restricted Stock, the Company is not undertaking any obligation to register the
Restricted Stock under any federal or state securities laws.


 


4.             No Right to Continued Employment


 


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


 


5.             Taxes and Withholding


 


The Grantee shall be responsible for all
federal, state and local income taxes payable with respect to this award of
Restricted Stock and any employment taxes payable by Grantee as an
employee.  The Grantee shall have the
right to make such elections under the Internal Revenue Code of 1986, as
amended, as are available in connection with this award of Restricted Stock,
including a Section 83(b) election, provided, however, that Grantee
acknowledges and agrees that it is Grantee’s responsibility, and not the
Company’s, to prepare and timely file any election under Section 83(b) (even if
Grantee requests the Company to do such filing).  The Company and Grantee agree to report the
value of the Restricted Stock in a consistent manner for federal income tax
purposes.  The Company shall have the
right to retain and withhold from any payment of Restricted Stock the amount of
taxes required by any government to be withheld or otherwise deducted and paid
with respect to such payment.  The
Company may require Grantee to reimburse the Company for any such taxes
required to be withheld and may withhold any distribution in whole or in part
until the Company is so reimbursed.  In
lieu thereof, the Company shall have the right to withhold from any other cash
amounts due to Grantee an amount equal to such taxes required to be withheld or
withhold and cancel (in whole or in part) a number of shares of Restricted
Stock having a market value not less than the amount of such taxes.


 


6.             Grantee Bound By The Plan


 


The Grantee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions
thereof.


 


7.             Modification of Agreement


 


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


 


4





















 


8.             Severability


 


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


 


9.             Governing Law


 


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


 


10.          Successors in Interest


 


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


 


11.          Resolution of Disputes


 


Any dispute or disagreement which may arise
under, or as a result of, or in any way relate to the interpretation,
construction or application of this Agreement shall be determined by the
Committee.  Any determination made
hereunder shall be final, binding and conclusive on the Grantee and the Company
for all purposes.


 


5





















 


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


 


 


	
   

  	
  INTERNET SECURITY SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
   

  



 


6





















 


STOCK POWER


 


FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to                                                                                                                                         
(          ) shares of the
common stock of Internet Security Systems, Inc. (the “Company”) registered on
the books of the Company in the name of the undersigned (whether a certificate
has 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 of
substitution in the premises.


 


 


	
  DATED:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  



 


7