**Exhibit 10.1A**

 

**INSIGHTCOMMUNICATIONS COMPANY, INC.**

**1999EQUITY INCENTIVE PLAN**

 

**RESTRICTEDSHARES AND DEFERRED STOCKAWARD AGREEMENT**

 

AGREEMENT,dated as of               20   (“Grant Date”), between Insight Communications Company, Inc.,a Delaware corporation (the “Company”), and               (the “Grantee”).

 

W I T N E S S E T H:

 

WHEREAS,the Board of Directors of the Company (the “Board”) has adopted the InsightCommunications Company, Inc. 1999 Equity Incentive Plan, as amended (the “Plan”),which Plan authorizes the grant of restricted shares of the Company’s commonstock, $.01 par value (“Common Stock”), as well as the grant of deferred sharesof Common Stock, to directors, officers, employees and consultants of theCompany or any of its affiliates; and

 

WHEREAS,the Company, upon the authorization and direction of the Committee, hasdetermined that it would be in the best interests of the Company to grant therestricted shares and to permit the Grantee to receive all or a portion of suchrestricted shares in the form of deferred stock as documented herein.

 

NOW,THEREFORE, the parties hereto hereby agree as follows:

 

# 1.                                       Grant of Restricted Shares and Deferred Stock.  Subjectto the terms and conditions of the Plan and as set forth herein, the Companyhereby grants to the Grantee, as of the date hereof,           shares of Class A Common Stock,          shares of which Grantee hereby elects to receive in the form of Deferred Stockand the remaining shares of which shall be granted in the form of RestrictedShares.

#  

# 2.                                       Transfer Restrictions*.*  Neitherthe Restricted Shares nor the Deferred Stock may be assigned, alienated,pledged, attached, sold or otherwise transferred or encumbered by the Grantee,and any purported assignment, alienation, pledge, attachment, sale, transfer orencumbrance shall be void and unenforceable against the Company or anysubsidiary of the Company.  TheRestricted Shares and Deferred Stock shall be subject to a risk of forfeitureupon the Grantee’s Termination of Employment (as defined in Section 6below) until the end of the Vesting Date (as defined in Section 6 below).

#  

# 3.                                       Stock Power and Delivery of Restricted Shares. Certificates representing the Restricted Shares will be held by theCompany for the Grantee until the Vesting Date. Upon

 

----

 

# issuance of the Restricted Sharesin the Grantee’s name, the Grantee will be the holder of record of theRestricted Shares and will have all rights of a shareholder with respect tosuch shares (including the right to vote such shares at any meeting ofshareholders of the Company and the right to receive all dividends paid withrespect to such shares), subject only to the terms and conditions imposed bythis Agreement.  The Grantee agrees tosign and deliver to the Company a stock power relating to the RestrictedShares.

#  

If anyRestricted Shares are forfeited hereunder at any time prior to the Vesting Dateof such Restricted Shares, appropriate officers of the Company shall direct thetransfer agent and registrar of the Company’s Common Stock to make appropriateentries upon their records showing cancellation of the certificate orcertificates for such Restricted Shares.

 

Uponvesting of any shares of Restricted Shares hereunder in accordance with Section 6or Section 7 below, and the Grantee’s delivery to the Company of theamount necessary to satisfy the Company’s federal, state and local employmentand income tax withholding obligation as provided in Section 11, theCompany shall cancel the stock power with respect to such vested RestrictedShares and the Company shall deliver such shares to the Grantee.  Thereafter, such shares shall cease to beRestricted Shares and shall be nonforfeitable and freely transferable, exceptas provided in Section 11.

 

# 4.                                       Delivery of Common Stock in Settlement of DeferredStock.  The Company will deliver Common Stockcertificates to the Grantee in settlement of all vested shares of DeferredStock on the last business day of the week following the week of Grantee’sTermination of Employment (the “Settlement Date”); provided that no suchdelivery shall be made until the Grantee has delivered to the Company theamount necessary for the Company to satisfy its federal, state and localemployment and income tax withholding obligation as provided in Section 11.

 

The Grantee shall have no right to receive theCommon Stock certificates in settlement of the Deferred Stock until theSettlement Date and shall have no rights as a stockholder of the Company withrespect to the Deferred Stock until the Company delivers such Common Stockcertificates.  Upon issuance ofthe shares of Common Stock in the Grantee’s name in settlement of the DeferredStock, the Grantee will be the holder of record of such Common Stock and willhave all rights of a shareholder with respect to such shares (including theright to vote such shares at any meeting of shareholders of the Company and theright to receive all dividends paid with respect to such shares).

 

# 5.                                       Dividend Equivalents on Deferred Stock.  Wheneverdividends are paid or distributions made with respect to shares of CommonStock, the Grantee will be credited with Dividend Equivalents (as defined inthe Plan) with respect to the Deferred Stock credited to the Grantee as of therecord date for such dividend or distribution. Such Dividend Equivalents will credited to the Grantee in the form ofadditional shares of Deferred Stock in a number determined by dividing theaggregate value of such Dividend Equivalents by the fair market value of ashare of Common Stock at the payment date of the dividend or distribution(rounding to the nearest whole number of shares).  The additional Deferred Stock credited toGrantee

 

2

----

 

# pursuant to this Section 5 will be subject to thesame vesting and delivery conditions that apply to the shares of Deferred Stockwith respect to which the Dividend Equivalents are issued.

#  

# 6.                                       Vesting.  The number of shares set forthbelow shall vest as of the “Vesting Dates” specified in the Table below,provided that the Grantee has not had a Termination of Employment (as definedbelow) prior to such Vesting Date.

 
| **Vesting  Date** | ** ** | **Number of Shares  Vesting** |
|-------------------|------------|-------------------------------|
|              |       |                          |
|              |       |                          |
|              |       |                          |

 

Thenumber of Restricted Shares vesting as of any Vesting Date shall be the totalnumber of shares vesting as of such Vesting Date as set forth in the Tableabove multiplied by a fraction the numerator of which is the total number ofRestricted Shares granted pursuant to Section 1 of this Agreement and thedenominator of which is the sum of the total number of Restricted Shares andthe total number of shares of Deferred Stock granted pursuant to Section 1of this Agreement (with any fraction of a share rounded to the nearest wholeshare).  The number of shares of DeferredStock vesting as of any Vesting Date shall be the total number of sharesvesting as of such Vesting Date as set forth in the Table above reduced by thenumber of Restricted Shares vesting as of such Vesting Date.

 

Forpurposes of this Agreement, the Grantee will have a “Termination of Employment”on the date the Grantee ceases, for any or no reason, to provide services tothe Company or any of its subsidiaries in the capacity of an employee.  Except as provided in Section 7, if theGrantee’s has a Termination of Employment prior to the Vesting Date, theGrantee will immediately forfeit all remaining Restricted Shares and allunvested shares of Deferred Stock, and all of the Grantee’s rights to andinterest in such remaining Restricted Shares and unvested Deferred Stock shallterminate upon forfeiture without payment of any consideration.

 

# 7.                                       Acceleration of Vesting. Notwithstanding Section 6, upon the Grantee’s Termination ofEmployment due to death or disability (within the meaning of Section 22(e)(3) ofthe Internal Revenue Code of 1986, as amended (the “Code”)), all RestrictedShares and all shares of Deferred Stock granted hereunder shall immediatelyvest.

#  

# 8.                                       No Special Employment Rights.  Neitherthe granting nor the vesting of the Restricted Shares or Deferred Stock underthis Agreement shall be construed to confer upon the Grantee any right withrespect to the continuation of the Grantee’s employment by the Company (or anyaffiliate of the Company) or interfere in any way with the right of the Company(or any affiliate of the Company), subject to the terms of any separateemployment agreement to the contrary, at any time to terminate such employmentor to increase or decrease the compensation of the Grantee from the rate inexistence as of the date hereof.

 

3

----

 

# 9.                                       Investment Intent; Transfer Restrictions.  TheGrantee is acquiring the Restricted Shares (and will acquire any Common Stockissued in settlement of the Deferred Stock) for the Grantee’s own account forinvestment purposes only and not with a present view to, or for resale inconnection with, any distribution thereof, or any direct or indirectparticipation in any such distribution, in whole or in part, within the meaningof the Securities Act of 1933, as amended (the “Securities Act”).  No arrangement exists between the Grantee andthe Company and any other person regarding the resale or distribution of theRestricted Shares (or any Common Stock to be delivered in settlement of theDeferred Stock).  The Grantee understandsthat the right to transfer Restricted Shares or unrestricted shares of CommonStock obtained upon vesting of the Restricted Shares (or upon settlement of theDeferred Stock) is not permitted absent registration under the Securities Actor an exemption therefrom.

#  

TheCompany may, without liability for its good faith actions, place legendrestrictions upon the Restricted Shares or unrestricted Common Stock obtainedupon vesting of the Restricted Shares (or upon settlement of the DeferredStock) and issue “stop transfer” instructions requiring compliance withapplicable securities laws and the terms of the Restricted Shares.

 

# 10.                                 Amendment.  Subject to the terms andconditions of the Plan, the Board or the committee appointed by the Board toadminister the Plan, whichever shall then have authority to administer thePlan, may amend this Agreement with the consent of the Grantee when and subjectto such conditions as are deemed to be in the best interests of the Company andin accordance with the purposes of the Plan.

#  

# 11.                                 Tax Withholding.  Whenever any Restricted Sharesvest under the terms of this Agreement and whenever any Common Stock isdelivered in settlement of Deferred Stock under the terms of this Agreement(each a “Taxable Event”), the Grantee must remit or, in appropriate cases,agree to remit when due, the minimum amount necessary for the Company tosatisfy all of its federal, state and local withholding (including FICA) taxrequirements relating to such Taxable Event. The Committee may require the Grantee to satisfy these minimumwithholding tax obligations by any (or a combination) of the following means: (i) acash payment; (ii) withholding from compensation otherwise payable to theGrantee; (iii) authorizing the Company to withhold from the shares ofCommon Stock deliverable to the Grantee as a result of the vesting ofRestricted Shares or in settlement of Deferred Stock, as applicable, a numberof shares having a fair market value, as of the date the withholding taxobligation arises, less than or equal to the amount of the withholdingobligation; or (iv) delivering to the Company unencumbered “Mature Shares”(as defined below) of Common Stock having a fair market value, as of the datethe withholding tax obligation arises, less than or equal to the amount of thewithholding obligation.  The Company willnot deliver to the Grantee the shares of Common Stock otherwise deliverable tothe Grantee as a result of the vesting of Restricted Shares or in settlement ofDeferred Stock unless the Grantee remits (or in appropriate cases agrees toremit) all withholding tax requirements relating to the Taxable Event.

#  

Theterm “Mature Shares” as used herein shall mean shares of Common Stock for whichthe holder has good title, free and clear of all liens and encumbrances, andwhich such holder

 

4

----

 

either (i) has held for at least six months or (ii) haspurchased on the open market.

 

# 12.                                 Notices.  Any communication or noticerequired or permitted to be given hereunder shall be in writing, and, if to theCompany, to its principal place of business, attention: Secretary, and, if tothe Grantee, to the address as appearing on the records of the Company. Suchcommunication or notice shall be deemed given if and when (a) properlyaddressed and posted by registered or certified mail, postage prepaid, or (b) deliveredby hand.

 

# 13.                                 Incorporation of Plan by Reference.  TheDeferred Stock and Restricted Shares are granted pursuant to the terms of thePlan, the terms of which are incorporated herein by reference, and thisAgreement shall in all respects be interpreted in accordance with the terms ofthe Plan.  Capitalized terms appearingherein that are not otherwise defined shall have the respective meanings ascribedthereto in the Plan.  The Board or theCommittee, whichever shall then have authority to administer the Plan, shallinterpret and construe the Plan and this Agreement, and their interpretationsand determinations shall be conclusive and binding upon the parties hereto andany other person claiming an interest hereunder, with respect to any issuearising hereunder or thereunder.

 

# 14.                                 Governing Law.  The validity, construction andinterpretation of this Agreement shall be governed by and determined inaccordance with the laws of the State of New York.

 

INWITNESS WHEREOF, the undersigned have executed this Agreement as of the dateabove written.

 

 
|   | INSIGHT COMMUNICATIONS  COMPANY, INC. |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |   |
|   | By:                                   |   |   |
|   |                                  |   |   |
|   |                                  |
|   | GRANTEE:                              |   |   |
|   |                                  | [Name of Grantee] |
|        |                                       |  |  |  |

 

5

----