Exhibit 10.2


 


FORM OF

RESTRICTED STOCK UNIT AGREEMENT


PURSUANT TO THE


RDA HOLDING CO. 2010 EQUITY INCENTIVE PLAN


 


* 
*  *  *  *


 


Participant:


 


Grant Date:


 


Number of Restricted Stock Units granted:


 


*  * 
*  *  *


 


THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”),
dated as of the Grant Date specified above, is entered into by and between RDA
Holding Co. (the “Company”), and the Participant specified above,
pursuant to the RDA Holding Co. 2010 Equity Incentive Plan (the “Plan”);
and


 


WHEREAS, it has been determined under the Plan that it would be in the
best interests of the Company to grant the Restricted Stock Units (“RSUs”)
provided herein to the Participant.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter
set forth and for other good and valuable consideration, the parties hereto
hereby mutually covenant and agree as follows:


 


1.            Incorporation By
Reference; Plan Document Receipt.  This Agreement is subject in all
respects to the terms and provisions of the Plan (including, without
limitation, any amendments thereto adopted at any time and from time to time in
compliance with the Plan unless such amendments are expressly intended not to
apply to the grant of the RSUs hereunder), all of which terms and provisions
are made a part of and incorporated into this Agreement as if they were each expressly set forth
herein.  The Participant hereby
acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content.  In the event of any actual conflict between
the terms of this Agreement and the terms of the Plan, the terms of this
Agreement shall control.  Capitalized terms not otherwise defined
herein shall have the meaning given such terms in the Plan.


 


2.            Grant of Restricted Stock
Unit Award.  The Company hereby grants to the Participant,
as of the Grant Date specified above, the number of RSUs specified above, each
of which represents one Share.  The
Participant shall not have the rights of a stockholder in respect of the Shares
underlying these RSUs until such Shares are delivered to the Participant in
accordance with Section 4.


 

















 


3.             Vesting.


 


(a)           General.  Twenty-five percent of the RSUs
subject to this Agreement shall be vested upon the Grant Date (the “Initial
Tranche”); provided that in the event the Participant voluntarily
terminates his or her employment for a reason other than for Good Reason within
the first 12 months following the Grant Date (an “Early Termination”),
the Initial Tranche shall be forfeited and the Participant shall have no
further rights thereto.  Except as
otherwise provided in this Section 3, the remaining 75% of the RSUs
subject to this Agreement shall vest in equal annual installments of 25% of the
total number of RSUs subject to this grant upon each of the first three
anniversaries of the Grant Date (each, a “Vesting Date”), provided that the Participant is then
employed by the Company or one of its Subsidiaries on each such Vesting Date.


 


(b)           Certain Terminations.


 


(i)           Upon a Termination due to (i) the Participant’s death
or (ii) the Participant’s Disability, all unvested RSUs shall immediately become vested.


 


(ii)          Upon a Termination by the Company for
a reason other than for Cause or by the Participant for Good Reason, (A) any
RSUs that were otherwise scheduled to vest within 30 days following such
Termination shall become immediately vested upon such Termination, and (B) the
Company in its sole and absolute discretion may elect to vest a pro-rata
portion of the unvested RSUs that were otherwise scheduled to vest in the
period from the vesting date immediately prior to the Termination to the next
scheduled vesting date following such Termination.


 


(c)           Change in Control.  All unvested RSUs shall immediately become
vested upon a Change in Control; provided that the Participant is continuously
employed by the Company or its Subsidiaries until the date of such Change in
Control.


 


(d)           Termination for Cause.  In the event that the Participant’s
Termination is (i) by the Company for Cause or (ii) a voluntary
Termination by the Participant following a date the Board knows, or should
reasonably be expected to know, of an event that would be grounds for a
Termination for Cause, any outstanding RSUs, whether vested or unvested, shall
immediately be terminated and forfeited for no consideration.


 


4.            Delivery
of Shares.


 


(a)           General.  Subject
to Sections 3 and 13, the
Company shall deliver to the Participant (i) fifty percent (50%) of the
aggregate Shares underlying the vested outstanding RSUs in calendar year 2013
at such date in such calendar year as the Company determines and (ii) the
remaining fifty percent (50%) of the aggregate Shares underlying the vested
outstanding RSUs in calendar year 2014 at such date in such calendar year as
the Company determines.  In connection
with the delivery of the Shares pursuant to this Agreement, the Participant
agrees to execute any documents reasonably requested by the Company, including,
but not limited to a joinder to the Company’s Stockholders Agreement dated as
of February 19, 2010, as may be amended from time to time.  In no event shall a Participant be entitled
to receive any Shares with respect to any unvested or forfeited RSU.


 


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(b)           Change in Control or Termination.  Notwithstanding anything in Section 4(a) to
the contrary, the Company shall deliver to the Participant all Shares
underlying outstanding vested RSUs (after taking into account any accelerated
vesting provided herein) on the earlier to occur of: (i) a Change in
Control that also constitutes a “change in control event” within the meaning of
Code Section 409A; or (ii) a Termination other than a Termination by
the Company for Cause.


 


(c)           Fractional Shares.  In the event that the delivery of any Shares
underlying vested RSUs would result in the delivery of a fractional Share, any
fractional Shares resulting therefrom shall be eliminated at the time of
delivery by rounding-down to the nearest whole number of Shares underlying the
vested RSUs.  No cash settlements shall
be made with respect to fractional Shares eliminated by rounding.  Notice of any adjustment shall be given by
the Company to each Participant whose Award has been adjusted and such
adjustment (whether or not such notice is given) shall be effective and binding
for all purposes of the Plan.


 


(d)           Blackout Periods.  If the Participant is subject to any Company “blackout”
policy or other trading restriction imposed by the Company on the date such
distribution would otherwise be made pursuant to Section 4(a), such
distribution shall be instead made on the earlier of (i) the date the
Participant is not subject to any such policy or restriction and (ii) the
later of (A) the end of the calendar year in which such distribution would
otherwise have been made and (B) a date that is immediately prior to 2.5
months following the date such distribution would otherwise have been made had
the Company “blackout” policy or other trading restriction not applied.


 


5.            Dividends and Other
Distributions.  The Participant shall be entitled to receive
all dividends and other distributions paid with respect to the Shares
underlying the RSUs, provided that any such dividends or other distributions
will be subject to the same vesting requirements as the underlying RSUs and
shall be paid at the time the underlying Shares are delivered pursuant to Section 4.  If any dividends or distributions are paid in
Shares with respect to unvested Shares, the Shares shall be deposited with the
Company and shall be subject to the same restrictions on transferability and
forfeitability as the Shares with respect to which they were paid.


 


6.             Restrictive
Covenants.  As a condition to the receipt of the RSUs and
the delivery of Shares hereunder, the Participant agrees as follows:


 


(a)           Confidentiality, Non-Disclosure
and Non-Solicitation Agreement.  The
Company and the Participant acknowledge and agree that during the Participant’s
employment with the Company, the Participant will have access to and may assist
in developing Confidential Information and will occupy a position of trust and
confidence with respect to the affairs and business of the Company and its
Affiliates.  The Participant agrees that
the obligations set forth in this Section 6 are necessary to
preserve the confidential and proprietary nature of Confidential Information
and to protect the Company and its Affiliates against harmful solicitation of
employees and other actions by the Participant that would result in serious
adverse consequences for the Company and its Affiliates.


 


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(b)           Non-Disclosure.  During and after the Participant’s employment
with the Company, the Participant will not use, disclose, copy or transfer any
Confidential Information other than as authorized in writing by the Company or
within the scope of the Participant’s duties with the Company as determined
reasonably and in good faith by the Participant.  Anything herein to the contrary
notwithstanding, the provisions of this Section 6(b) shall not
apply (i) when disclosure is required by law or by any court, arbitrator,
mediator or administrative or legislative body (including any committee
thereof) with actual or apparent jurisdiction to order the Participant to
disclose or make accessible any information; provided that prior to any such disclosure the Participant shall provide
the Company with reasonable notice of the requirements to disclose and an
opportunity to object to such disclosure and the Participant shall cooperate
with the Company in filing such objection; or (ii) as to
information that becomes generally known to the public or within the relevant
trade or industry other than due to the Participant’s violation of this  Section 6(b).


 


(c)           Materials.  The Participant will use Confidential Information
only for normal and customary use in the Company’s business, as determined
reasonably and in good faith by the Participant.  The Participant will return to the Company
all Confidential Information and copies thereof and all other property of the
Company or any of its Affiliate at any time upon the request of the Company and
in any event immediately after termination of Participant’s employment.  The Participant agrees to identify and return
to the Company any copies of any Confidential Information after the Participant
ceases to be employed by the Company. 
Anything to the contrary notwithstanding, nothing in this Section 6
shall prevent the Participant from retaining a home computer (provided all
Confidential Information has been removed), papers and other materials of a
personal nature, including diaries, calendars and Rolodexes, information
relating to his/her compensation or relating to reimbursement of expenses,
information that may be needed for tax purposes, and copies of plans, programs
and agreements relating to his/her employment.


 


(d)           No Solicitation or Hiring of
Employees.  During the Non-Solicit
Period, the Participant shall not solicit, entice, persuade or induce any
individual who is employed by the Company or its Affiliates (or who was so
employed within twelve (12) months prior to the Participant’s action) to
terminate or refrain from continuing such employment or to become employed by
or enter into contractual relations with any other individual or entity other
than the Company or its Affiliates, and the Participant shall not hire,
directly or indirectly, for himself or any other person, as an employee,
consultant or otherwise, any such person. 
Anything to the contrary notwithstanding, the Company agrees that
(i) the Participant’s responding to an unsolicited request from any former
employee of the Company for advice on employment matters; and (ii) the
Participant’s responding to an unsolicited request for an employment reference
regarding any former employee of the Company from such former employee, or from
a third party, by providing a reference setting forth his/her personal views
about such former employee, shall not be deemed a violation of this Section 6(d),
in each case, to the extent the
Participant does not encourage the former employee to become employed by a
company or business that employs the Participant or with which the Participant
is otherwise associated (including, but not limited to, association as a sole
proprietor, owner, employer, partner, principal, investor, joint venturer,
shareholder, associate, employee, member, consultant, contractor, director or
otherwise).


 


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(e)           Enforcement.  The Participant acknowledges that in the
event of any breach or threatened breach of this Section 6, the
business interests of the Company and its Affiliates will be irreparably
injured, the full extent of the damages to the Company and its Affiliates will
be impossible to ascertain, monetary damages will not be an adequate remedy for
the Company and its Affiliates, and the Company will be entitled to enforce
this Agreement by a temporary, preliminary and/or permanent injunction or other
equitable relief, without the necessity of posting bond or security, the
requirements of which the Participant expressly waives.  The Participant understands that the Company
may waive some of the requirements expressed in this Agreement, but that such a
waiver to be effective must be made in writing and should not in any way be
deemed a waiver of the Company’s right to enforce any other requirements or
provisions of this Agreement.  The
Participant agrees that each of the Participant’s obligations specified in this
Agreement is a separate and independent covenant and that the unenforceability
of any of them shall not preclude the enforcement of any other covenants in
this Agreement.


 


7.             Conditions.  As a
condition to the receipt of this award of RSUs, the Participant hereby
releases any rights and/or claims the Participant may have associated with, or
in any way related to, any equity awards granted by the Company or any of its
Affiliates prior to the Effective Date of the Plan.


 


8.             Non-transferability.  At any time prior to a Change in Control or a Public Offering, all RSUs
and Shares deliverable pursuant to this RSU, and any rights or interests
therein, (i) shall not be sold, exchanged, transferred, assigned or
otherwise disposed of in any way or at any time by the Participant (or any
beneficiary(ies) of the Participant), other than by testamentary disposition by
the Participant or by the laws of descent and distribution, (ii) except as
provided in (i) above shall not be transferable as would otherwise be
allowed pursuant to Section 14.6 of the Plan, (iii) shall not be
pledged or encumbered in any way at any time by the Participant (or any
beneficiary(ies) of the Participant), and (iv) shall not be subject to
execution, attachment or similar legal process. 
Any attempt to sell, exchange, pledge, transfer, assign, encumber or
otherwise dispose of this RSU or any Shares deliverable pursuant to this RSU,
or the levy of any execution, attachment or similar legal process upon this RSU
or any such Shares, contrary to the terms of this Agreement and/or the Plan,
shall be null and void and without legal force or effect.  Following a Change in Control or a Public
Offering, the RSUs may only be transferred as provided in Section 14.6 of
the Plan.


 


9.             Company Call Rights.


 


(a)           Repurchase Option.  In the event of the Participant’s Termination
prior to a Public Offering, the Company shall have the right (but not the
obligation) to elect to purchase all or any portion of any Shares acquired by
the Participant pursuant to this Agreement (the “RSU Shares”) held by
such Participant (or a permitted transferee of the Participant) by delivering
written notice to such Participant (the “Repurchase Notice”) before the
end of the Repurchase Period (as defined below), which Repurchase Notice shall
set forth (i) the number of RSU Shares to be acquired, (ii) the
Pricing Date (as defined below) on which the Repurchase Price (as defined
below) is to be determined and (iii) the Repurchase Closing Date (as
defined below).  For purposes of this Section 9(a),
(A) the “Repurchase Period” is, as applicable, the 270-day period
following the date of the Participant’s Termination, (B) the “Repurchase
Price” is 


 


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the aggregate Fair Market
Value as determined on the Pricing Date of the Option Shares to be acquired, (C) the
“Pricing Date” is the date specified in the Repurchase Notice on which
the Repurchase Price is to be determined, which such date must be after the
date of delivery of the Repurchase Notice and on or before the end of the
Repurchase Period; provided that (I) if establishing a Pricing Date in that
period would adversely affect the accounting treatment of the award of RSUs,
the Pricing Date may be any time before the tenth  business day after the first date on which
the Pricing Date can be set without such change in accounting treatment and (II) if
the Pricing Date (or words of similar import) is a later date with respect to
any other Shares acquired by the Participant (or the Participant’s permitted
transferees) pursuant to an incentive equity award, the Pricing Date may be the
same date as is permitted with respect to such Shares, and (D) the “Repurchase
Closing Date” is the date set forth in the Repurchase Notice, which in any
event must be within 30 days of the Pricing Date.  The Company will pay for the RSU Shares to be
purchased by it pursuant to the Repurchase Option by, at its option, (i) a
check or wire transfer of funds, (ii) the issuance of a subordinated
promissory note of Company, which may or may not bear interest at a per annum
rate determined by the Company in its sole discretion, and with a maturity date
of the date of a Change in Control or such other date as determined by the
Company, or (iii) any combination of (i) and (ii) as the Company
may elect in its discretion.  The Company
will be entitled to receive customary representations and warranties from the
Participant regarding such sale and to require that all sellers’ signatures be
guaranteed.


 


(b)           Deferral of Repurchase.  Notwithstanding anything to the contrary
contained in this Agreement, all repurchases of RSU Shares by the Company
pursuant to the Repurchase Option shall be subject to applicable restrictions
contained in any governing corporate, partnership or limited liability company
law, and in the Company’s and its Subsidiaries’ debt and equity financing
agreements.  If any such restrictions
prohibit (i) the repurchase of RSU Shares hereunder which the Company is
otherwise entitled or required to make or (ii) dividends or other
transfers of funds from one or more Subsidiaries to the Company to enable such
repurchases, the period during which the Company may repurchase such RSU Shares
shall be tolled until such restriction no longer applies (the “Tolling
Period”).  In such case, the period
during which the Company may deliver a Repurchase Notice shall end on the later
of the end of the period specified in Section 9(a) above and
the 60th day following the end of the Tolling Period and the Pricing Date shall
be a date that occurs after the delivery of the Repurchase Notice and before
the end of the period during which such Repurchase Notice may be delivered
under this Section 9(b) or, if later, a date otherwise
permitted by Section 9(a)(C).   
In the event a Public Offering occurs during the Tolling Period and
prior to the date the RSU Shares are actually repurchased pursuant to this Section 9(b),
the Company’s repurchase right hereunder shall expire.


 


10.          Entire Agreement; Amendment.  This
Agreement, together with the Plan contains the entire agreement between the
parties hereto with respect to the subject matter contained herein, and
supersedes all prior agreements or prior understandings, whether written or
oral, between the parties relating to such subject matter.  The Company shall have the right, in its sole
discretion, to modify or amend this Agreement from time to time in accordance
with and as provided in the Plan.  The
Company shall give written notice to the Participant of any such modification
or amendment of this Agreement as soon as practicable after the adoption
thereof.  This Agreement may also be
modified or amended by a writing signed by both the Company and the
Participant.


 


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11.          Acknowledgment of Participant.  This
award of RSUs does not entitle Participant to any benefit other than that
granted under this Agreement.  Any
benefits granted under this Agreement are not part of the Participant’s
ordinary salary, and shall not be considered as part of such salary in the
event of severance, redundancy or resignation.


 


12.          Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to the principles of conflict of laws
thereof.


 


13.           Withholding
of Tax.


 


(a)           General.  Except as provided in Section 13(b),
as a condition to the distribution of Shares to the Participant, the
Participant shall be required to pay in cash, or to make other arrangements
satisfactory to the Company (including, without limitation, authorizing
withholding from payroll and any other amounts payable to the Participant), an amount sufficient to satisfy any
federal, provincial, state, local and foreign taxes of any kind (including, but
not limited to, the Participant’s FICA and SDI obligations) (collectively, the “Taxes”)
which the Company, in its sole discretion, deems necessary to comply with the
Code and/or any other applicable law, rule or regulation with respect to
the RSUs.  If the Participant does not
satisfy such obligations within thirty (30) days of the date the Company
determines that such Taxes are due, the Participant shall forfeit the RSU and
any Shares that may be deliverable on account of such RSU.


 


(b)           The Company may in its sole
discretion deduct or withhold Shares having a Fair Market Value equal to the
minimum amount required to be withheld to satisfy any federal, state, local and
foreign taxes of any kind (including, but not limited to, the Participant’s
FICA and SDI obligations) which the Company, in its sole discretion, deems
necessary to comply with the Code and/or any other applicable law, rule or
regulation with respect to the RSUs.


 


14.          No Right to Employment.  Any
questions as to whether and when there has been a termination of such
employment and the cause of such termination shall be determined in the sole
discretion of the Company.  Nothing in
this Agreement shall interfere with or limit in any way the right of the
Company to terminate the Participant’s employment or service at any time, for
any reason and with or without cause.


 


15.          Notices.  Any
Exercise Notice or other notice which may be required or permitted under this
Agreement shall be in writing, and shall be delivered in person or via
facsimile transmission, overnight courier service or certified mail, return
receipt requested, postage prepaid, properly addressed as follows:


 


(a)           If such notice is to the Company, to
the attention of the General Counsel and the Treasurer of the Company or at
such other address as the Company, by notice to the Participant, shall
designate in writing from time to time.


 


(b)           If such notice is to the Participant,
at his/her address as shown on the Company’s records, or at such other address
as the Participant, by notice to the Company, shall designate in writing from
time to time.


 


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16.          Compliance with Laws.  This
issuance of the Shares underlying the RSUs pursuant to this Agreement shall be
subject to, and shall comply with, any applicable requirements of any foreign
and U.S. federal and state securities laws, rules and regulations
(including, without limitation, the provisions of the Securities Act of 1933,
as amended, the 1934 Act and in each case any respective rules and
regulations promulgated thereunder) and any other law or regulation applicable
thereto.  The Company shall not be
obligated to issue any of the RSU Shares pursuant to this Agreement if any such issuance would (i) violate any such requirements, (ii) violate
the terms of the Company’s Stockholders Agreement dated as of February 19,
2010, as may be amended from time to time, (iii) violate the terms of the
Company’s Registration Rights Agreement dated as of February 19, 2010, as
may be amended from time to time, or (iv) prior to a Public Offering,
after giving effect to the conversion, exercise or exchange of all warrants,
units, rights, options or other securities exchangeable or exercisable for, or
convertible into, common stock of the Company, result in the Company becoming
subject to the reporting requirements of the 1934 Act.  In the event that any of the
foregoing applies, any RSU Shares that would otherwise be delivered shall be
delivered on the earlier of (i) the first date such limitation no longer
applies and (ii) the last date such RSU Shares may be delivered without
violating Code Section 409A.


 


17.          Binding Agreement; Assignment.  This
Agreement shall inure to the benefit of, be binding upon, and be enforceable by
the Company and its successors and assigns. The Participant may not assign (except as provided by Section 8
hereof) any part of this Agreement without the prior express written consent of
the Company.


 


18.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same
instrument.


 


19.           Headings.  The
titles and headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to
be a part of this Agreement.


 


20.          Further Assurances.  Each
party hereto shall do and perform (or shall cause to be done and performed) all
such further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as either party hereto reasonably may
request in order to
carry out the intent and accomplish the purposes of this Agreement and the Plan
and the consummation of the transactions contemplated thereunder.


 


21.          Severability.  The
invalidity or unenforceability of any provisions of this Agreement, including,
without limitation Section 6, in any jurisdiction shall not affect
the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of
any provision of this Agreement in any other jurisdiction, it being intended
that all rights and obligations of the parties hereunder shall be enforceable
to the fullest extent permitted by law.


 


22.          Definitions.  Any capitalized term not defined in this
Agreement shall have the same meaning as is ascribed thereto in the Plan.  For purposes of this Agreement, the following



 


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words and phrases shall have
the following meanings, unless a different meaning is plainly required by the
context:


 


(a)           “Cause” has the meaning given
such term in the Plan.


 


(b)           “Confidential
Information” means all non-public information concerning trade secrets,
know-how, software, developments, inventions, processes, technology, designs,
financial data, strategic business plans or any proprietary or confidential
information, documents or materials in any form or media, including any of the
foregoing relating to research, operations, finances, current and proposed
products and services, vendors, customers, advertising and marketing, and other
non-public, proprietary, and confidential information of the Company or its Affiliates.  Notwithstanding anything to the contrary
contained herein, the general skills, knowledge and experience gained during
the Participant’s employment with the Company and its Affiliates, information
publicly available or generally known within the industry or trade in which the
Company and its Affiliates compete and information or knowledge possessed by
the Participant prior to his/her employment by the Company or its Affiliates,
shall not be considered Confidential Information.


 


(c)           “Good Reason” means, with
respect to the Participant’s Termination from and after the date hereof, the
following: (i) in the case where there is no employment agreement,
consulting agreement, change in control agreement, severance agreement or plan
or similar agreement in effect between the Company or an Affiliate and the
Participant at the time of termination of employment (or where there is such an
agreement but it does not define “good reason” (or words of like import)),
termination due to: (a) the Participant’s refusal to accept a relocation
of Participant’s primary work location by more than fifty (50) miles from its
then current location; or (b) the Participant’s refusal to accept a
position with lower salary offered by the Company, or by a successor company as
a result of the full or partial sale or divestiture of the Participant’s unit,
or (ii) in the case where there is an employment agreement, consulting
agreement, change in control agreement, severance agreement or plan or similar
agreement in effect between the Company or an Affiliate and the Participant at
the time of termination of employment that defines “good reason” (or words of
like import), “good reason” as defined under such agreement.


 


(d)           “Non-Solicit Period” means the
period commencing on the Grant Date and ending twelve (12) months after the Participant’s date of termination of
employment.


 


(e)           “Public Offering” means an event in connection with which (i) the
Company becomes a reporting company under the 1934 Act and (ii) the Shares
become listed for trading on a nationally recognized securities exchange.


 


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


 


	
   

  	
  RDA HOLDING CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Social
  Security Number: