Outside Director Restricted Stock Unit Award Agreement



 Exhibit 10.1 
 THE HACKETT GROUP, INC. (formerly known as ANSWERTHINK, INC.) 
 1998 STOCK OPTION AND INCENTIVE PLAN

 OUTSIDE DIRECTOR 
 RESTRICTED STOCK UNIT AGREEMENT 
 (effective November 4, 2008) 
 The Hackett Group, Inc., a Florida corporation (the “Company”), hereby grants restricted stock units relating to shares of its common stock,
$.001 par value (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment
and in The Hackett Group, Inc. (formerly known as Answerthink, Inc.) 1998 Stock Option and Incentive Plan (the “Plan”). 
 Grant Date: 

Name of Grantee: 
 Grantee’s Social Security Number: 
 Number of Restricted Stock Units Covered by Grant: 
 By
signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is attached hereto or delivered herewith. You acknowledge that you have carefully reviewed the Plan and agree that
the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan. 
  

					
	Grantee:	 	  

		 	(Signature)
		
	Company:	 	  

		 	(Signature)
		 	Title:	 	  

	
	Attachment

 This is not a stock certificate or a negotiable instrument. 







 THE HACKETT GROUP INC. (formerly ANSWERTHINK, INC.) 
 1998 STOCK OPTION AND INCENTIVE PLAN 
 OUTSIDE DIRECTOR 
 RESTRICTED STOCK UNIT AGREEMENT 
  

			
	 Restricted Stock Unit
 Transferability
	  	This grant is an award of stock units in the number of units set forth on the cover sheet,
subject to the vesting conditions described below (“Restricted Stock Units”). Your
Restricted
Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation
of law or otherwise, nor may the Restricted Stock Units be made subject to execution,
attachment or similar process.
		
	Definitions	  	 Capitalized terms not defined in this Agreement are defined in the Plan, and have the meaning
set forth in the Plan. The following additional
terms have the meanings provided below:
  
 “Service” means service by you
as an employee, officer or director of the Company or an
Affiliate. A change in your position or duties will not result in interrupted or terminated
Service so long as you continue to be an employee, officer, director of the Company or
an
Affiliate. If, upon the termination of your Service as an employee, officer or director, the
Company retains you as a consultant, the Company may, in its sole discretion, provide that
your Service continues for purposes of the vesting
schedule set forth below for the duration of
your consultancy.

		
	Vesting	  	 Subject to your continued Service, (i) one third ( 1/3) of your Restricted Stock Units will vest
on the first anniversary of Grant Date and (ii) one third ( 1/3%) of your Restricted Stock Units
will vest on each of the second and third anniversaries of the Grant Date. Any fractional
Restricted Stock Units will vest on the final vesting date.
  
 For purposes of this vesting schedule, you will be deemed to continue in Service for
twelve
(12) months after your termination of employment due to permanent and total
disability.
  
 Except as may be provided in this Agreement, any applicable agreement between you and the
Company or an Affiliate or other plan or agreement, no additional Restricted Stock Units will
vest after your Service has terminated for any
reason.
  
 In the event of a Change of Control (as defined in the Plan) during the
vesting period, and


  

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	 	  	regardless of whether or not the Grantee’s Service is terminated in connection with such
Change of Control, the Grantee’s rights with respect to the restricted stock units
granted
hereunder shall be fully vested and nonforfeitable (and shares of stock shall be delivered to the
Grantee in satisfaction of restricted stock units).
		
	 Delivery of Stock Pursuant to
 Vested Units
	  	A certificate for the shares of Stock underlying your vested Restricted Stock Units (less any
shares withheld to satisfy your withholding obligations) shall be delivered to you on, or
as
soon as practicable following, the applicable vesting date; provided, that, if any such
anniversary of the Grant Date occurs during a period in which you are (i) subject to a lock-up
agreement restricting your ability to sell Stock in
the open market or (ii) are restricted from
selling Stock in the open market because a trading window is not available, delivery of such
vested shares will be delayed until the date immediately following the expiration of the lock-
up
agreement or the opening of a trading window. The shares of Stock delivered upon vesting
of your Restricted Stock Units will be subject to the Company’s insider trading policy, any
applicable lock-up or similar agreement to which you are
subject and applicable securities
laws.
		
	Cancellation of Unvested Units	  	In the event that your Service terminates for any reason other than your death or disability,
unless otherwise provided in an applicable employment agreement between you and the
Company or
an Affiliate or other plan or agreement, your unvested Restricted Stock Units
shall be cancelled immediately.
		
	Non-Competition Cancellation	  	If you take actions in competition with the Company while employed or within six (6) months
after your termination of Service, you shall be required to transfer to the Company a number
of
shares of Stock equal to the number of shares in which you vested during the six (6) month
period preceding your termination of Service (the “Look-back Period”), or if such shares have
been sold, you must pay to the Company an amount
equal to the aggregate value that you
realized on the sale of shares you received pursuant to vesting in Restricted Stock Units during
the Look-back Period. Any amount required to be paid by you to the Company pursuant to
this paragraph
shall be reduced by any amount repaid by you to the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002.

  

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	 	  	Unless otherwise specified in an employment or other agreement between you and the
Company, you will be deemed to take action in competition with the Company if you directly
or indirectly
own any interest in, operate, join, control or participate as a founder, partner,
director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or
perform any services for, any entity which competes with or
has material operations which
compete with any business in which the Company or any of its affiliates is engaged during
your employment or other relationship with the Company or any of its affiliates or Service
Providers or at the time of
the your termination of employment or other relationship. The
ownership by you of less than five percent (5%) of the outstanding stock of any corporation
listed on a national securities exchange shall not be deemed a violation of this
provision.
		
	Specified Employees	  	Notwithstanding any provision of the Plan or this Agreement to the contrary if, upon your
termination of Service for any reason, the Company determines you are a
“specified
employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amendment
and regulations and guidance promulgated thereunder (the “Code”), no shares of Stock shall
be delivered before the
earlier of (i) the date which is six months after your termination of
Service for any reason other than death or (ii) your date of death. This provision shall only
apply if required to comply with Section 409A of the Code.
		
	Withholding Taxes	  	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any
withholding or other taxes that may be due as a result of vesting in Restricted Stock Units
or
your acquisition of Stock under this grant. In the event that the Company determines that any
federal, state, local or foreign tax or withholding payment is required relating to this grant, the
Company will have the right to: (i) require
that you arrange to pay such amounts to the
Company, (ii) withhold such amounts from other payments due to you from the Company or
any Affiliate, or (iii) withhold shares of Stock subject to the Restricted Stock Units granted
pursuant to
this Agreement in an amount equal to the withholding or other taxes due.
		
	Retention Rights	  	This Agreement does not give you the right to be retained or employed by the Company (or
any Affiliates) in any capacity. The Company (and any Affiliate) reserves the right to
terminate
your Service at any time and for any reason.

  

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	Shareholder Rights	  	You do not have any of the rights of a shareholder with respect to the Restricted Stock Units
unless and until the shares of Stock relating to the Restricted Stock Units have been
delivered
to you.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in the Company stock, the
number of Restricted Stock Units covered by this grant will be adjusted (and rounded down
to
the nearest whole number) in accordance with the terms of the Plan.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Florida, other
than any conflicts or choice of law rule or principle that might otherwise refer construction
or
interpretation of this Agreement to the substantive law of another jurisdiction.
		
	Consent to Electronic Delivery	  	The Company may choose to deliver certain materials relating to the Plan in electronic form.
By accepting this grant you agree that the Company may deliver the Plan prospectus and
the
Company’s annual report to you in an electronic format. If at any time you would prefer to
receive paper copies of these documents, as you are entitled to receive, the Company would be
pleased to provide copies. Please contact Jose
Estevez-Lugo at 305-375-8005 to request paper
copies of these documents.
		
	Amendments	  	The Company may amend the terms and conditions of your Restricted Stock Units including
this Agreement and the Plan as incorporated herein at any time; provided, however, that
no
amendment that would adversely alter your Restricted Stock Units may be made without your
consent. Notwithstanding the foregoing, the Company may modify or amend the Plan, the
Award or this Agreement at any time in any manner it
considers necessary or advisable, in its
sole discretion, to comply with applicable tax laws, securities laws, accounting rules and other
applicable laws, rules or regulations or to ensure that the Award is not subject to federal,
state,
local or foreign taxes prior to settlement.
		
	Section 409A	  	Notwithstanding any provision set forth in the Plan or this Agreement, the Company may,
without your consent, modify the terms and conditions of your Restricted Stock Units, the
Plan or
this Agreement to the extent it deems necessary or advisable, in its sole discretion, in
order to comply with, or avoid being subject to, Section 409A of the Code and any regulations
or guidance promulgated thereunder.

  

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	The Plan	  	The text of the Plan is incorporated in this Agreement by reference. This Agreement, the Plan,
and an applicable employment agreement with the Company, if any, constitute the
entire
understanding between you and the Company regarding this grant of Restricted Stock Units.
Any prior agreements, commitments or negotiations concerning this grant are superseded. The
Plan will control in the event any provision of
this Agreement should appear to be inconsistent
with the terms of the Plan.

 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan. 
  

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