EX-10.2


 Exhibit 10.2 
  

 
  

RESTRICTED SHARE AGREEMENT 

 
  

 
 On this, the 10th day of March 2017
(the “Grant Date”), Actua Corporation (“Actua,” and together with its wholly-owned subsidiary, Actua USA Corporation, the “Company”) hereby grants to [•] (“Grantee”) a
restricted share award (the “Award”) of [•] shares (the “Shares”) of the common stock of Actua, subject to the restrictions below and pursuant to and subject to the terms and conditions of the Actua
Seventh Amended and Restated 2005 Omnibus Equity Compensation Plan (as such may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Plan. 
 1. Vesting and Term. 

(a) On or before March 12, 2018, the Compensation Committee of Actua’s Board of Directors (the “Board”) (such
committee, the “Committee”) shall determine the extent (expressed as a percentage) to which Actua has achieved the 2017 performance goals outlined in the Actua 2017 Performance Plan adopted by the Board on March 10, 2017 (the
“Performance Plan”) (such percentage, the “Earned Percentage”). If the Earned Percentage is 100% or greater, all of the Shares (excluding any Shares forfeited pursuant to Section 1(c) or Section 1(d) below) shall
vest on March 12, 2018. If the Earned Percentage is more than 0% but less than 100%, a number of Shares equal to the product of (i) the Earned Percentage and (ii) the aggregate number of Shares (excluding any Shares forfeited pursuant
to Section 1(d) below) shall vest on March 12, 2018. On March 12, 2018, any Shares not vested pursuant to this Section 1(a) or previously forfeited shall be automatically forfeited. 

(b) Change in Control. The provisions of the Plan applicable to a Change of Control (as defined in the Plan) shall apply to the Shares,
and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan. 
 (c) Effect
of Termination for Cause. In the event Grantee’s employment is terminated for Cause (as defined below), all of the Shares shall be automatically forfeited upon termination. “Cause” shall mean a finding by the Committee that
(i) Grantee has breached any employment, service, noncompetition, nonsolicitation, confidentiality or other similar contract between Grantee and the Company or (ii) Grantee has engaged in disloyalty to the Company, including, without
limitation, fraud, embezzlement, theft, commission of a felony or dishonesty in the course of Grantee’s employment or service. Notwithstanding the foregoing, if Grantee has an employment agreement with the Company defining “Cause,”
then such definition shall supersede the foregoing definition. 
 (d) Effect of Termination Other Than for Cause. In the event
Grantee’s employment terminates prior to December 31, 2017 other than for Cause, a number of Shares shall be automatically forfeited on the date of termination equal to product of (i) the number of Shares initially subject to this
Award and (ii) a fraction, the numerator of which is the number of days between the date of termination and December 31, 2017, and denominator of which is 365. 

2. Non-Transferability of Award. Grantee may not assign, transfer, pledge or otherwise dispose
of the Shares prior to vesting. Any attempt to assign, transfer, pledge or otherwise dispose of the unvested Shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the unvested Shares, shall be
null and void and without effect. 
  






 3. Right to Vote and to Receive Dividends. Grantee shall have the right to vote unvested
Shares and receive any cash dividends or other cash distributions paid on unvested Shares provided that such Shares have not been forfeited. In the event of a dividend or distribution payable in stock or other property, a reclassification, stock
split or similar event during the period in which the Shares are unvested, the shares or other property issued or delivered with respect to the unvested Shares shall be subject to the same terms and conditions relating to vesting, forfeiture and non-transferability as the Shares to which they relate. 
 4. Incorporation by Reference;
Definitions. This Award shall be subject to the terms, conditions and limitations of the Plan, which are incorporated herein by reference. In the event of any contradiction, distinction or difference between this Restricted Share Agreement and
the terms of the Plan, the terms of the Plan shall control. Except as otherwise defined in this Restricted Share Agreement, the terms used in this Restricted Share Agreement shall have the meanings set forth in the Plan. The Award is subject to the
interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations
with respect to the withholding of taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of Actua, and (d) other requirements of applicable law. The Committee shall have the authority to
interpret and construe the Award pursuant to the terms of the Performance Plan and the Plan, its decisions shall be conclusive as to any questions arising hereunder, and Grantee’s acceptance of this Award is Grantee’s agreement to be bound
by the interpretations and decisions of the Committee with respect to this Award, the Performance Plan and the Plan. 
 5. Issuance of
Certificates. The Company shall hold non-certificated shares until the Shares vest. If and when Grantee obtains a vested right to any of the Shares, the vested Shares shall be issued in electronic form,
free of the restrictions set forth in this Restricted Share Agreement. 
 6. Withholding. Grantee is required to pay to the Company,
or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the grant or vesting of this Award. Subject to Committee
approval, any tax withholding obligation of the Company with respect to this Award shall be satisfied by having shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state,
local and other tax liabilities. 
 7. No Employment or Other Rights. This Award shall not confer upon Grantee any right to be
retained by or in the employ or service of the Company or its parent or subsidiaries and shall not interfere in any way with the right of the Company or its parent or subsidiaries to terminate Grantee’s employment or service at any time. The
right of the Company or its parent or subsidiaries to terminate at will Grantee’s employment or service at any time for any reason is specifically reserved. 

8. Assignment by Company. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company
and to the Company’s parent or subsidiaries and affiliates. This Award may be assigned by the Company without Grantee’s consent. 

9. Governing Law. This Restricted Share Agreement shall be deemed to be made under and shall be construed in accordance with the laws
of the State of Delaware. 
 10. Notice. All notices hereunder shall be in writing, and if to the Company or the Committee, shall be
delivered to the Board or mailed to Actua’s principal office, addressed to the attention of the Board; and if to Grantee, shall be delivered personally sent by facsimile transmission or mailed to Grantee at the address appearing in the records
of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Paragraph 10. 

[Signature page follows.] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Restricted Share Agreement as of the date
first set forth above. 
  

			
	ACTUA USA CORPORATION
		
	By:	 	  

		 	[•]
		 	[•]
	
	ACTUA CORPORATION
		
	By:	 	  

		 	[•]
		 	 [•]


 The undersigned hereby accepts the Share Award described in this Restricted Share Agreement. The undersigned
has read the terms of the Performance Plan, the Plan and this Restricted Share Agreement, and agrees to be bound by the terms of the Performance Plan, the Plan and this Restricted Share Agreement and the interpretations of the Committee with respect
thereto. 
  

	
	Accepted:
	  

	[•] (Grantee)


  
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