exhibit10-15.htm


    
      

    


    Exhibit
10.15

    HOOPER
HOLMES, INC.

    


    2007
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

    


    Section
1.                      Introduction

    


    1.1              The
Plan; Effective Date; Duration.  This Hooper Holmes, Inc. 2007
Non-Employee Director Restricted Stock Plan (the “Plan”) shall become effective
upon its approval by the shareholders of the Company (“Effective
Date”).  The Plan shall continue in effect for a period of ten (10)
years from the Effective Date or until the earlier termination of the
Plan.  For purposes of the Plan, a “Non-Employee Director” shall mean
any director of the Company (as hereinafter defined) who is not an employee of
the Company (as hereinafter defined) or any of its affiliates or
subsidiaries.

    


    1.2              Purpose.  The
purpose of the Plan is to provide each non-employee member (“Non-Employee
Director”) of the Board of Directors (the “Board”) of Hooper Holmes, Inc, a New
York corporation (the “Company”) with awards of shares of common stock, par
value $.04 per share or other successor security (Stock”) of the Company,
subject to the restrictions and other provisions of the Plan (“Restricted
Stock”).  It is intended that the Plan will (a) permit Non-Employee
Directors to increase their stock ownership and proprietary
interest in the Company and enhance their identification with the interests of
the Company’s shareholders (“Shareholders”), (b) provide a means of compensating
Non-Employee Directors that will help attract qualified candidates to serve as
Non-Employee Directors, and (c) induce incumbent Non-Employee Directors to
continue to serve if the Board and Shareholders desire that they remain on the
Board.

    


    1.3              Shares
of Stock Available Under the Plan.

    


    (a)           Subject
to any adjustments made pursuant to Section 1.3(c), the aggregate number of
shares of Stock that may be issued under the Plan shall be
600,000.  No fractional shares of Stock will be issued under the
Plan.

    


    (b)           Shares
of Stock awarded under the Plan may be (i) authorized but unissued shares of
Stock, (ii) previously issued shares of Stock reacquired by the Company,
including shares purchased in the open market, or (iii) a combination
thereof.

    


    (c)           Adjustment
shall be made in the number of shares of Stock available under the Plan and
covered by the Plan awards in the event of any recapitalization, reorganization,
merger, consolidation, spin-off, combination, repurchase, exchange of shares or
other securities of the Company, stock split, reverse stock split, stock
dividend, extraordinary dividend, liquidation, dissolution, or other similar
corporate transaction or event affecting the Company.

    


    Section
2.                      Restricted Stock
Awards

    


    2.1              Award
Dates.

    


    (a)           On
June 1, 2007 and on June 1 of each year thereafter until the termination of this
Plan, each Non-Employee Director other than the Chair of the Board shall
automatically be granted 5,000 shares of Restricted Stock and the Non-Executive
Chair of the Board (or Lead Director if there is no Non-Executive Chair of the
Board) shall automatically be granted 10,000 shares of Restricted
Stock.

    


    (b)           A
Non-Employee Director who is first elected to the Board on a date following the
Effective Date shall be awarded such number of shares of Restricted Stock as of
such date of election as determined by the Board, after consideration of the
recommendation of the Compensation Committee (the “Committee”) of the
Board.

    


    2.2              Issuance
of Stock.  Subject to Section 2.7(b) of the Plan, as promptly
as practical after the date as of which an award is made, the Company shall
issue a certificate (“Certificate”), registered in the name of the Non-Employee
Director receiving an award representing the number of shares of Restricted
Stock covered by the Non-Employee Director’s award.

    


    2.3              Rights
of Holders of Restricted Stock.  Upon issuance of a
Certificate, the Non-Employee Director in whose name the Certificate is
registered shall, subject to the provisions of the Plan including Section
2.7(b), have all the rights of a Shareholder with respect to the shares of
Restricted Stock represented by the Certificate, including the right to vote the
shares and receive cash dividends and other distributions thereon.

    


    2.4              Restricted
Period.  Restricted Stock shall be subject to the restrictions
set forth in Section 2.7 of the Plan and the other provisions of the Plan for a
period (the “Restricted Period”) commencing on the date as of which the
Restricted Stock is awarded (the “Award Date”) and, as to any Non-Employee
Director, ending on the date of the termination of such Non-Employee Director’s
service on the Board for any reason (other than removal of such Non-Employee
Director from the Board as set forth in Section 2.5 below in which case the
Restricted Stock would be forfeited) provided that, if at the time a
Non-Employee Director ceases to be a member of the Board, such Non-Employee
Director has not served on the Board for at least 4 years, then the Restricted
Period shall continue as to such Non-Employee Director until the 4th
anniversary of the date such Non-Employee Director first became a member of the
Board.

    


    2.5              Forfeiture.  If
a Non-Employee Director ceases to be a member of the Board during the Restricted
Period because such director is removed from the Board for cause by action of
the Shareholders or by the Board, such Non-Employee Director shall forfeit to
the Company all shares of Restricted Stock awarded to him.

     

    
 

    
      
        
        

      

      
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    2.6              Release
of Restricted Stock.  Upon completion of the Restricted Period,
as provided in Section 2.4, unless previously forfeited, Restricted Stock shall
be released to the Non-Employee Director, free and clear of all restrictions and
other provisions of the Plan, on the first business day immediately following
the last day of the Restricted Period with respect to such Restricted
Stock.

    


    2.7              Restrictions.  restricted
Stock shall be subject to the following restrictions during the Restricted
Period:

    


    (a)           The
Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of, and neither the right to receive Restricted Stock nor
any interest under the Plan may be assigned by a Non-Employee Director, and any
attempted assignment shall be void, except for transfers
to family members, trusts, or for customary estate planning purposes, provided
such transferees agree to this restriction on transfer and to the other terms of
this Plan.

    


    (b)           A
Certificate evidencing the Restricted Stock shall be issued by the Company in
the Non-Employee Director’s name pursuant to which the Non-Employee Director
shall have voting rights and shall be entitled to receive all dividends;
provided, however, that if any dividend is declared and paid by the Company in
any form other than cash, such non-cash dividend shall be subject to the same
restrictions as those imposed on the Restricted Stock and reflected in this
Plan.  The Company shall cause the Certificate to be delivered upon
issuance to the Non-Employee Director (with an appropriate legend restricting
transfer in accordance with the restrictions set forth in this
Plan).

    


    Notwithstanding any other provisions of
this Plan, the issuance or delivery of any shares of Stock (whether subject to
restrictions or unrestricted) may be postponed for such period as may be
required to comply with applicable requirements of the American Stock Exchange,
including but not limited to obtaining the approval of the Shareholders of the
Company, and/or any requirements under any law or regulation applicable to the
issuance or delivery of such shares.  The Company shall not be
obligated to issue or deliver any shares of Stock if the issuance or delivery
thereof shall constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities
exchange.

    


    (c)           The
issuance of any Restricted Stock award shall be subject to and contingent upon
(i) completion of any registration or qualification of the Stock under any
federal or state law or governmental rule or regulation that the Company, in its
sole discretion, determines to be necessary or advisable; and (ii) the execution
by the Non-Employee Director and delivery to the Company of any agreement
reasonably required by the Company.

    


    2.8              Tax
Withholding.  The Company will have the right to withhold from
any settlement of Stock under the Plan any federal, state or local taxes of any
kind required by law to be withheld or paid by the Company on behalf of a
Non-Employee Director with respect to such settlement.  In the event
any such taxes are imposed, the subject Non-Employee Director will be required
to make arrangements satisfactory to the Company for the satisfaction of any
such withholding tax obligation.  The Company will not be required to
deliver Stock under the Plan until any such obligation is
satisfied.

    


    Section
3.                      General
Provisions

    


    3.1              Administration.  The
Plan shall be administered by the Committee.  The Committee shall have
full power, discretion and authority to interpret and administer the Plan,
except that the Committee shall have no power to (a) determine the eligibility
for awards of Restricted Stock or the number of shares of Restricted Stock to be
awarded or the timing or value of awards of Restricted Stock to be awarded any
Non-Employee Director except as provided in Section 2.1(b), or (b) take any
action specifically delegated to the Board under the Plan. The Committee’s
interpretations and actions shall, except as otherwise determined by the Board,
be final, conclusive and binding upon all persons for all
purposes.  The Committee may employ such legal counsel, consultants
and agents as it may deem desirable for the administration of the Plan, and may
rely upon any advice or opinion received from any such counsel or consultant and
any computation received from any such consultant or agent.  Expenses
incurred by the Committee in the engagement of such counsel, consultant or agent
shall be paid by the Company.

    


    3.2              No
Retention Rights.  Neither the establishment of the Plan or the
awarding of Restricted Stock to a Non-Employee Director shall be considered to
give the Non-Employee Director the right to be retained on, or nominated for
reelection to, the Board, or to any benefits or awards not specifically provided
for by the Plan.

    


    3.3              Transfer
Restrictions.  Shares acquired under the Plan may not be sold
or otherwise disposed of except pursuant to an effective registration statement
under the Securities Act of 1933, as amended, or except in a transaction which,
in the opinion of counsel acceptable to the Company, is exempt from registration
under said Act.  All Certificates evidencing shares of Restricted
Stock issued pursuant to the Plan shall bear an appropriate legend evidencing
any such transfer restriction.  The Company may require each person
receiving shares under the Plan to represent in writing that such person is
acquiring the shares for his or her own account for investment purposes and
without a view to the distribution thereof.

    


    3.4              Interests
Not Transferable.  Except as to withholding of any tax required
under the laws of the United States or any state or locality, no benefit payable
at any time under the Plan shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment, or other legal process, or encumbrance
of any kind.  Any attempt to alienate, sell, transfer, assign, pledge,
attach or otherwise encumber any such benefits whether currently or thereafter
payable, shall be void.  No benefit shall, in any manner, be liable
for or subject to the debts or liabilities of any person entitled to such
benefits.  If any person shall attempt to, or shall alienate, sell,
transfer, assign, pledge or otherwise encumber such person’s benefits under the
Plan, or if by reason of such person’s bankruptcy or any other event, such
benefits would devolve upon any other person or would not be enjoyed by the
person entitled thereto under the Plan, then the Committee, in its discretion,
may terminate the interest in any such benefits of the person entitled thereto
under the Plan and hold or apply them to or for the benefit of such person
entitled thereto under the Plan or such person’s spouse, children or other
dependents, or any of them, in such manner as the Committee may deem
proper.

     

    
 

    
      
        
        

      

      
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    3.5              Amendment
and Termination.

    


    (a)           The
Board may at any time amend or terminate the Plan; provided that:

    


    (i)           No
amendment or termination shall, without the written consent of a Non-Employee
Director, adversely affect the Non-Employee Director’s rights under outstanding
awards of Restricted Stock; and

    


    (ii)           Shareholder
approval of any amendment shall be required if Shareholder approval is required
under applicable law or the requirements of the American Stock
Exchange.

    


    (b)           Subject
to Section 3.5(a) of the Plan, the Plan shall terminate ten years after it
becomes effective, and no shares of Restricted Stock may be granted under the
Plan thereafter, but such termination shall not affect any shares of Restricted
Stock granted prior to that date.

    


    3.6              Severability.  If
all or any part of the Plan is declared by any court or governmental authority
to be unlawful or invalid, such unlawfulness or invalidity shall not serve to
invalidate any portion of the Plan not declared to be unlawful or
invalid.  Any Section or part hereof so declared to be unlawful or
invalid shall, if possible, be construed in a manner which will give effect to
the terms of such Section or part thereof to the fullest extent possible while
remaining lawful and valid.

    


    3.7              Controlling
Law.  The Plan shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to the
conflict of laws provisions thereunder.

    


    3.8              Shareholder
Approval.  The Plan will be submitted for approval by
Shareholders at the Company’s 2007 Annual Meeting of Shareholders and, if not so
approved, will be deemed null and void following the meeting and no shares shall
be granted hereunder.

    


    
 

    
 

    


    


    


    


    


    


    


    


     


    
      
        
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