Unassociated Document


     

    

      Exhibit
        10.6

      FIND/SVP,
        INC.

      RESTRICTED
        STOCK AWARD AGREEMENT

      


      THIS
        RESTRICTED
        STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of the 21st
        day of
        July, 2005, (and effective as of July 1, 2005) by and between Find/SVP, Inc.,
        a
        New York corporation, having its principal office at 625 Avenue of the Americas,
        New York, NY 10011 (the “Corporation”), and Marc Litvinoff (the “Employee” or
“Restricted Stockholder”). Capitalized terms not defined herein shall have the
        meanings ascribed to them in the Corporation’s 2003 Stock Incentive
        Plan.

      


      WHEREAS,
        the
        Corporation has heretofore adopted the Find/SVP, Inc. 2003 Stock Incentive
        Plan
        (the “Plan”) for the benefit of certain employees, officers, directors,
        consultants, independent contractors and advisors of the Corporation, which
        Plan
        has been approved by the Corporation’s stockholders; and

      


      WHEREAS,
        Employee
        and the Corporation have entered into an Employment Agreement dated April
        28,
        2004 and a First Amendment to the Employment Agreement entered into as of
        the
        21st
        day of
        July, 2005, (and effective as of July 1, 2005) (collectively the “Employment
        Agreement”), which provides that the Employee shall be awarded the Restricted
        Shares (defined below); and

      


      WHEREAS,
        Employee is a key employee of the Corporation and the Corporation believes
        it to
        be in the best interests of the Corporation to incentivize the Employee through
        the grant of restricted shares of common stock (the “Common Stock”), par value
        $.0001 per share, of the Corporation.

      WHEREAS,
        this
        Restricted Stock Award Agreement is delivered and entered into pursuant to
        the
        Plan.

      


      NOW
        THEREFORE,
        in
        consideration of the mutual agreements herein contained, the parties hereto
        agree as follows:

      


      1. Restricted
        Stock.
        Subject
        to the provisions hereinafter set forth and the terms and conditions of the
        Plan, the Corporation hereby grants to the Employee, as of January 1, 2005
        (the
“Grant Date”), a restricted stock award, subject to the vesting schedule set
        forth below, of Fifty Thousand
        (50,000)
        shares
        of Common Stock (the “Restricted Shares”), such number being subject to
        adjustment as provided in the Plan. As more fully described below, the
        Restricted Shares granted hereby are subject to forfeiture by the Employee
        if
        certain criteria are not satisfied. The Employee hereby delivers to the
        Corporation the purchase price for the Restricted Shares in an amount equal
        to
        $500 in cash (or $.01 for each share granted).

      


      2. Vesting. 

      (a) The
        Restricted Shares shall vest and become nonforfeitable as follows:

      


      (i)
        100%
        on the date the Average Closing Price exceeds three dollars and twenty five
        cents ($3.25) per share in the first year after grant of the award, subject
        to
        adjustment pursuant to Section 18.1 of the Plan or as otherwise mutually
        agreed
        in writing between the parties;


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      (ii)
        100%
        on the date the Average Closing Price exceeds four dollars ($4.00) per share
        in
        the second year after grant of the award, subject to adjustment pursuant
        to
        Section 18.1 of the Plan or as otherwise mutually agreed in writing between
        the
        parties; or

      


      (iii)
        the
        date there is a Change of Control of the Corporation (as defined in Section
        3.6
        of the Employment Agreement.

      


      For
        purposes of this Agreement, “Average Closing Price” shall mean the average
        closing price of the Corporation’s common stock quoted on the NASDAQ System or
        such other exchange where the Corporation’s common stock may be traded for
        fifteen (15) consecutive trading days.

      


      (b) Notwithstanding
        the vesting schedule set forth herein, such vesting schedule may be accelerated
        by the Board of Directors or the Compensation Committee of the Board of
        Directors (the “Committee”) in their sole decision.

      


      (c) Upon
        the
        vesting dates the Restricted Shares shall be issued to the Employee in
        accordance with the Plan and the terms hereof including Section 3
        below.

      


      (d)
         Nothing
        in the Plan shall confer on Employee any right to continue in the employ
        of, or
        other relationship with, the Corporation or any subsidiary of the Corporation,
        or limit in any way the right of the Corporation or any Affiliate (as defined
        in
        the Plan) or subsidiary of the Corporation to terminate Employee’s employment or
        other relationship at any time, with or without cause. This
        Agreement does not constitute an employment contract. This Agreement does
        not
        guarantee employment for the length of time of the above vesting schedule
        or for
        any portion thereof.

      


      (e) Tax
        Consequences. Employee understands that Employee may suffer adverse tax
        consequences as a result of the grant, vesting or disposition of the Restricted
        Shares. Employee represents that Employee has consulted with his or her own
        independent tax consultant(s) as Employee deems advisable in connection with
        the
        grant, vesting or disposition of the Restricted Shares and that Employee
        is not
        relying on the Corporation for
        any tax advice.

      


      3. Issuance
        and Withholding.

      


      (a) Upon
        vesting, the Corporation shall issue the Restricted Shares registered in
        the
        name of Employee, Employee’s authorized assignee, or Employee’s legal
        representative, and shall deliver certificates representing the Restricted
        Shares.

      


      (b) Prior
        to
        the issuance of the Restricted Shares, Employee must pay or provide for any
        applicable federal or state withholding obligations in accordance with Section
        16 below.

      


      4. Compliance
        With Laws and Regulations.
        The
        issuance and transfer of Restricted Shares shall be subject to compliance
        by the
        Corporation and Employee with all applicable requirements of federal and
        state
        securities laws and with all applicable requirements of any stock exchange
        or
        quotation system on which the Corporation’s Common Stock may be listed at the
        time of such issuance or transfer


      
        
          
          

        

        
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      5. Nontransferability.
        Until
        the Restricted Shares shall be vested and issued and until the satisfaction
        of
        any and all other conditions specified herein, the Restricted Shares may
        not be
        sold, transferred, assigned, pledged or otherwise encumbered or disposed
        of by
        the Employee, other than by will or by the laws of descent and distribution,
        except upon the written consent of the Corporation and, in any case, in
        compliance with the terms and conditions of this Agreement. The terms of
        this
        Agreement shall be binding upon the executors, administrators, successors
        and
        assigns of Employee.

      


      6. Privileges
        of Stock Ownership.
        Employee
        shall not have any of the rights of a stockholder with respect to any Restricted
        Shares until the Restricted Shares are vested and are issued to
        Employee.

      


      7. Interpretation.
        Any
        dispute regarding the interpretation of this Agreement shall be submitted
        by
        Employee or the Corporation to the Committee for review. The resolution of
        such
        a dispute by the Committee shall be final and binding on the Corporation
        and
        Employee.

      


      8. Entire
        Agreement.
        The
        Plan
        is incorporated herein by reference. This Agreement and the Plan constitute
        the
        entire agreement and understanding of the parties hereto with respect to
        the
        subject matter hereof and supersede all prior understandings and agreements
        with
        respect to such subject matter.

      


      9. Notices.
        Any
        notice required to be given or delivered to the Corporation under the terms
        of
        this Agreement shall be in writing and addressed to the Corporate Secretary
        of
        the Corporation at its principal corporate offices. Any notice required to
        be
        given or delivered to Employee shall be in writing and addressed to Employee
        at
        the address indicated above or to such other address as such party may designate
        in writing from time to time to the Corporation. All notices shall be deemed
        to
        have been given or delivered upon: personal delivery; three (3) days after
        deposit in the United States mail by certified or registered mail (return
        receipt requested); one (1) business day after deposit with any return receipt
        express courier (prepaid); or one (1) business day after transmission by
        facsimile.

      


      10. Successors
        and Assigns.
        The
        Corporation may assign any of its rights under this Agreement. This Agreement
        shall be binding upon and inure to the benefit of the successors and assigns
        of
        the Corporation. Subject to the restrictions on transfer set forth herein,
        this
        Agreement shall be binding upon Employee and Employee’s heirs, executors,
        administrators, legal representatives, successors and assigns.

      


      11. Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York, applicable to agreements made and to be performed entirely
        within such state, other than conflict of laws principles thereof directing
        the
        application of any law other than that of New York.

      


      12. Acceptance.
        Employee
        hereby acknowledges receipt of a copy of the Plan and this Agreement. Employee
        has read and understands the terms and provisions thereof and hereof, and
        accepts this restricted stock award subject to all the terms and conditions
        of
        the Plan and this Agreement. Employee acknowledges that there maybe adverse
        tax
        consequences upon the grant or the vesting of this restricted stock award,
        issuance or disposition of the Restricted Shares and that the Corporation
        has
        advised Employee to consult a tax advisor regarding the tax consequences
        of the
        grant, vesting, issuance or disposition.


      
        
          
          

        

        
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      13. Covenants
        of the Employee.
        The
        Employee agrees (and for any proper successor hereby agrees) upon the request
        of
        the Committee, to execute and deliver a certificate, in form reasonably
        satisfactory to the Committee, regarding applicable Federal and state securities
        law matters. 

      


      14. Obligations
        of the Corporation

      


      (a) Notwithstanding
        anything to the contrary contained herein, neither the Corporation nor its
        transfer agent shall be required to issue any fraction of a share of Common
        Stock, and the Corporation shall issue the largest number of whole Restricted
        Shares of Common Stock to which Employee is entitled and shall return to
        the
        Employee the amount of any unissued fractional share in cash.

       

      (b) The
        Corporation may endorse such legend or legends upon the certificates for
        Restricted Shares issued to the Employee pursuant to the Plan and may issue
        such
“stop transfer” instructions to its transfer agent in respect of such Restricted
        Shares as, in its discretion, it determines to be necessary or appropriate
        to:
        (i) prevent a violation of, or to perfect an exemption from, the registration
        requirements of the Securities Act; (ii) implement the provisions of the
        Plan
        and any agreement between the Corporation and the Employee or grantee with
        respect to such Restricted Shares; or (iii) as may be required pursuant to
        the
        Corporation’s Amended and Restated Certificate of Incorporation, as
        amended.

       

      (c) The
        Corporation shall pay all issue or transfer taxes with respect to the issuance
        or transfer of Restricted Shares to Employee, as well as all fees and expenses
        necessarily incurred by the Corporation in connection with such issuance
        or
        transfer. 

       

      (d) All
        Restricted Shares issued following vesting shall be fully paid and
        non-assessable to the extent permitted by law.

      


      15. Section
        83(b) Election.
        If
        the
        Employee files an election with the Internal Revenue Service to include the
        fair
        market value of any Restricted Shares in gross income as of the Grant Date,
        the
        Restricted Stockholder agrees to promptly furnish the Corporation with a
        copy of
        such election, together with the amount of any federal, state, local or other
        taxes required to be withheld to enable the Corporation to claim an income
        tax
        deduction with respect to such election

      


      16. Withholding
        Taxes.
        The
        Employee acknowledges that the Corporation is not responsible for the tax
        consequences to the Employee of the granting, vesting or issuance of the
        Restricted Shares, and that it is the responsibility of the Employee to consult
        with the Employee’s personal tax advisor regarding all matters with respect to
        the tax consequences of the granting, vesting and issuance of the Restricted
        Shares. The Corporation shall have the right to deduct from the Restricted
        Shares or any payment to be made with respect to the Restricted Shares any
        amount that federal, state, local or foreign tax law requires to be withheld
        with respect to the Restricted Shares or any such payment. Alternatively,
        the
        Corporation may require that the Employee, prior to or simultaneously with
        the
        Corporation incurring any obligation to withhold any such amount, pay such
        amount to the Corporation in cash or in shares of the Corporation’s Common Stock
        (including shares of Common Stock retained from the Stock Restricted Award
        creating the tax obligation), which shall be valued at the Fair Market Value
        of
        such shares on the date of such payment. In any case where it is determined
        that
        taxes are required to be withheld in connection with the issuance, transfer
        or
        delivery of the shares, the Corporation may reduce the number of shares so
        issued, transferred or delivered by such number of shares as the Corporation
        may
        deem appropriate to comply with such withholding. The Corporation may also
        impose such conditions on the payment of any withholding obligations as may
        be
        required to satisfy applicable regulatory requirements under the Exchange
        Act,
        if any.


      
        
          
          

        

        
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      17. Miscellaneous

       

      (a) If
        the Employee loses this Agreement representing the Restricted Shares granted
        hereunder, or if this Agreement is stolen, damaged or destroyed, the Corporation
        shall, subject to such reasonable terms as to indemnity as the Committee,
        in its
        sole discretion shall require, replace the Agreement. 

       

      (b) The
        Corporation may offer to buy the Restricted Shares actually issued hereunder
        on
        such terms and conditions as the Corporation shall establish and communicate
        to
        the Employee at the time that such offer is made. 

       

      (c) This
        Agreement cannot be amended, supplemented or changed, and no provision hereof
        can be waived, except by a written instrument making specific reference to
        this
        Agreement and signed by the party against whom enforcement of any such
        amendment, supplement, modification or waiver is sought. A waiver of any
        right
        derived hereunder by the Employee shall not be deemed a waiver of any other
        right derived hereunder. 

       

      (d) This
        Agreement may be executed in any number of counterparts, but all counterparts
        will together constitute but one agreement. 

       

      (e) In
        the event of a conflict between the terms and conditions of this Agreement
        and
        the Plan, the terms and conditions of the Plan shall govern. All capitalized
        terms used herein but not defined shall have the meanings given to such terms
        in
        the Plan.

      


      


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      IN
        WITNESS WHEREOF, the Corporation has caused this Agreement to be executed
        by its
        duly authorized officer and the Restricted Stockholder has executed this
        Agreement as of July 21, 2005.

          


    

    
      
        
          	 	 	 
	 	FIND/SVP,
                  INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
                  David Walke
	 	
                  

                  Name:  David Walke
	 	Title: 
                  Chief Executive Officer
	 	 
	 	 
	 	RESTRICTED
                  STOCKHOLDER
	 	 
	 	/s/ 
                  Marc Litvinoff 
	 	
                  

                  Name:  Marc Litvinoff
	 	Address:
                  


        



      
        
          
          

        

        
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