Exhibit 10.9


 


CRA INTERNATIONAL, INC. RESTRICTED STOCK
AGREEMENT


 


Notification and Acceptance of Restricted
Stock Award

Non-Employee Director Award Pursuant to Section 6.9 of the Plan


 


Pursuant to the CRA International, Inc. 2006 Equity Incentive Plan
(the “Plan”), the Director named below (hereinafter the “Holder”) has been
granted             
shares (the “Restricted Shares ”) of the Company’s Common Stock, without par
value (“Common Stock”), subject to the restrictions stated below and in the
Plan, on the condition that the Holder execute and deliver this Agreement.


 


In accordance with the Plan, the Company is therefore pleased to offer
you the following Restricted Stock Award:


 


	
  Grant Date:

  	
   

  	
  [                                  ]

  
	
   

  	
   

  	
   

  
	
  Director Name and Residential Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of shares of Common Stock granted in this Restricted Stock
  Award:

  	
   

  	
          shares of the Company’s
  Common Stock

  
	
   

  	
   

  	
   

  
	
  Vesting Period:

  	
   

  	
  Four years, with Twenty-five Percent (25%) of the Restricted Stock
  Award vesting on each anniversary of the Grant Date.

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  Date

  	
   

  	
  % Vested

  	
   

  
	
   

  	
   

  	
  [                              ]

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
  [                              ]

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
  [                              ]

  	
   

  	
  75

  	
  %

  
	
   

  	
   

  	
  [                              ]

  	
   

  	
  100

  	
  %

  



 


This Restricted Stock Award is subject to the terms and conditions of
the Restricted Stock Agreement set forth below (the “Agreement”).  By signing below you both accept this
Restricted Stock Award and acknowledge that you have read, understand, agree to
and accept the terms and conditions of the Agreement set forth below.


 


Signed as a Massachusetts agreement under seal as of the Grant Date:


 


CRA INTERNATIONAL, INC.


 


 




	
   

  	
   

  	
   

  
	
  James C. Burrows

  	
   

  	
  {Insert Holder name}

  
	
  President and CEO

  	
   

  	
   

  






 

















 


Restricted Stock Agreement


 


The terms of this Agreement shall govern the
attached Notification and Acceptance of Restricted Stock Award (the “Award”).  Capitalized terms used, but not defined, herein
shall have the meanings ascribed to them in the Award.  The Company agrees to issue the Restricted
Shares to the Holder in consideration of the premises made herein and for
valuable consideration, the receipt whereof is hereby acknowledged, subject to
the terms and conditions of the Plan and this Agreement as follows:


 


1.                                       Vesting
Schedule.  The interest of the Holder
in the Restricted Shares shall vest, as to one-fourth of the Restricted Shares,
on the first anniversary of the Grant Date, and, as to an additional one-fourth,
on each succeeding anniversary, so as to be 100% vested on the fourth anniversary
thereof, conditioned upon the Holder’s continued service as a Director of the
Company as of each vesting date. 
Notwithstanding the foregoing, the interest of the Holder in the Restricted
Shares shall vest as to 100% of the then unvested Restricted Shares upon the
Holder’s termination of service to the Company due to death or Disability.  As used herein, the term “Disability” shall
mean any condition, arising by reason of ill health or otherwise, on account of
which the Holder shall become unable to perform services as a Director of the
Company for a period of six (6) consecutive months.


 


2.                                       Forfeiture
of Restricted Shares.


 


(a)                                  The
Restricted Shares may not be sold, pledged or otherwise transferred until the Restricted
Shares become vested in accordance with Paragraph 1 hereof.  The period of time between the Grant Date and
the date Restricted Shares become vested is referred to herein as the “Restriction
Period” for each of such shares.


 


(b)                                 If
service for the Company as a Director is terminated by the Company for any
reason (other than death or Disability), the balance of the Restricted Shares that
have not vested at the time of the Holder’s termination of service shall be
forfeited by the Holder and shall automatically be returned to the Company.


 


3.                                       Escrow
of Certificates.


 


(a)                                  Simultaneously
with the execution of this Agreement, the Holder shall deposit with the Company
the certificate or certificates representing all of the Restricted Shares and
shall promptly upon acquisition of any additional shares of stock, property or
securities described in Paragraphs 6 and 7 hereof, deposit with the Company the
certificate or certificates for such additional shares.  Any such additional shares shall for all
purposes be deemed Restricted Shares under this Agreement.  To all certificates deposited by the Holder
with the Company, there shall be attached a stock power or stock powers, duly
executed by the Holder in blank, constituting and appointing the Company his
attorney to transfer such stock on the books of the Company.  The Company shall hold such certificates and
stock powers for the purposes of this Agreement.  Notwithstanding anything to the contrary
herein, the Company may elect to have the Restricted Shares, including, without
limitation, any additional shares of stock, property or securities described in
Paragraphs 6 and 7 hereof, issued in book-entry in the Company’s stock record
books.  The Holder shall continue to be
the owner of the Restricted Shares, despite 


 


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such deposit and stock powers
or book-entry issuance, and shall be entitled to exercise all rights of
ownership in such Restricted Shares, subject, however, to the provisions of
this Agreement.


 


(b)                                 In
performing its duties under this Agreement, the Company shall be entitled to
rely upon any statement, notice, or other writing that it shall in good faith
believe to be genuine and to be signed or presented by a proper party or
parties or on other evidence or information deemed by him to be reliable.  In no event shall the Company be liable for
any action taken or omitted in good faith. 
The Company may consult with its counsel or counsel of any of the other
parties hereto and, without limiting the generality of the preceding sentence,
shall not be held liable for any action taken or omitted in good faith on
advice of such counsel.


 


It is further agreed that if any controversy arises, between the
parties hereto or with any third person, with respect to the Restricted Shares
or any part of the subject matter of this Agreement, its terms or conditions,
the Company shall not be required to take any actions in the premises, but may
await the settlement of any such controversy by final appropriate legal
proceedings or otherwise as it may require, notwithstanding anything in this
Agreement to the contrary, and in such event the Company shall not be liable
for interest or damages.


 


In the event that a dispute should arise with
respect to the delivery, right to possession, and/or ownership of the certificates
held by the Company representing the Restricted Shares, the Company is
authorized to retain such certificates and evidences in its possession, or any
portion thereof, without liability to anyone, until such dispute shall have
been settled either by mutual written agreement of the parties concerned or by
final order, decree or judgment of a court of competent jurisdiction after the
time for appeal has expired and no appeal has been perfected, but the Company
shall be under no duty whatsoever hereunder to institute or defend any such
proceedings.


 


The provisions of this Paragraph 3(b) shall
survive the expiration or earlier termination of this Agreement.


 


4.                                       Restriction
on Transfer.  Other than as set forth
in the preceding Paragraphs of this Agreement with respect to transfers to the
Company, the Holder shall not sell, assign, transfer, pledge, hypothecate,
mortgage, encumber or otherwise dispose of, voluntarily or involuntarily, by
operation of law or otherwise (collectively, “transfer”), any of the Restricted
Shares or any interest therein, unless and until such Restricted Shares are no
longer subject to forfeiture under Paragraph 2 and, accordingly, the
Restriction Period with respect to such shares has terminated.


 


5.                                       Right
of First Refusal.


 


(a)                                  In
addition to the other restrictions on transfer set forth in Paragraphs 2 and 4
of this Agreement, the Company shall have a right of first refusal with respect
to any Restricted Shares the Holder wishes to sell.  The Holder shall provide the Company with notice,
sent by electronic mail to the following email addresses (or such other email
addresses as the Company informs the Holder):  [                          ]
(the “Holder Notice”), of the Holder’s bona fide intent to transfer some or all
of the vested Restricted Shares (the “Offered Shares”), and the Company shall
have the right, as further described in this Paragraph 5 (the “Purchase Right”),
to 


 


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purchase all of the Offered
Shares from the Holder at a purchase price per share (the “Purchase Price”)
equal to closing price of the Company’s Common Stock on the Receipt Date.  The “Receipt Date” shall be (i) the
trading day that the Company receives the Holder Notice, if the time that the
Company receives such Holder Notice is on or before 5:00 pm, or (ii) the
first trading day following the date of such receipt, if the time of such
receipt is after 5:00 pm. Such Holder Notice may only be provided on a date
when the transfer of the Offered Shares are not otherwise subject to any other
applicable restrictions on such transfer, including Company “blackout periods.”


 


(b)                                 For
the purpose of this Section 5, (i) the time and date of receipt by
the Company of any notice by electronic mail shall be conclusively determined
by references to the logs of the Company’s incoming mail server, (ii) the
time and date of sending by the Company of any notice by electronic mail shall
be conclusively determined by references to the logs of the Company’s outgoing
mail server, (iii) all times shall be measured in Eastern Daylight Time or
Eastern Standard Time, as applicable in The Commonwealth of Massachusetts on
the measurement date, and (iv) a Holder’s e-mail address shall be the
e-mail address identified in the applicable Holder Notice (which shall be
deemed to be the “Reply-To:” address of such Holder Notice unless such Holder
specifies differently in such Holder Notice).


 


(c)                                  The
Company shall be deemed to have exercised (a “Deemed Exercise”) the Purchase
Right with respect to all of the Offered Shares described in a Holder Notice,
unless the Company sends notice, before 9:30 am on the first trading day
following the Receipt Date of such Holder Notice (such time on such day, the “Exercise
Time Limit”) and by electronic mail to the applicable Holder’s e-mail address,
of the Company’s intent not to exercise the Purchase Right with respect to the
Offered Shares. The foregoing notwithstanding, if, at any time prior to
receiving such Holder Notice, the Company has provided such Holder with notice
(a “Suspension Notice”), which notice has not been subsequently revoked by the
Company, that Deemed Exercises have been suspended for a period of time that
includes such Receipt Date, the Company may not exercise (and may not be held
by such Holder to have exercised) the Purchase Right with respect to such
Holder Notice by Deemed Exercise. If such a Suspension Notice is in effect, the
Company may exercise the Purchase Right with respect to all such Offered Shares
by (and only by) sending notice, before the Exercise Time Limit and by
electronic mail to such Holder’s e-mail address, of the Company’s intent to
exercise the Purchase Right with respect to the Offered Shares.


 


(d)                                 The
sale of the Offered Shares to be sold to the Company pursuant to this Paragraph
5 shall be made at the principal executive office of the Company on or before
the tenth (10th) day following the date of the Exercise Time Limit (or if such
tenth (10th) day is not a business day, then on the next succeeding business
day).  Such sale shall be effected by
release from escrow and delivery to the Company of (i) a certificate or
certificates evidencing the Offered Shares to be purchased by it, and (ii) stock
assignments therefor endorsed by the Holder for transfer to the Company, against
payment by the Company to the Holder of the aggregate Purchase Price for the
Offered Shares to be purchased by the Company. 
The Company shall have satisfied its payment obligation hereunder by
delivering to the Holder the aggregate Purchase Price in person or by
registered mail, return receipt requested, to the Holder’s address appearing in
the Company’s records.


 


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(e)                                  After
the time at which any of the Offered Shares are required to be delivered to the
Company for purchase by the Company pursuant to subparagraph (d) above,
the Company shall not pay any further dividends to the Holder on account of
such Offered Shares nor permit the Holder to exercise any of the privileges or
rights of a stockholder with respect to such Offered Shares, but shall, in so
far as permitted by law, treat the Company as the owner of such Offered Shares
and transfer to its own name such Offered Shares, without further action by the
Holder.


 


(f)                                    For
a period of ninety (90) days following the date of the Exercise Time Limit, the
Holder may transfer, free of the Purchase Right but subject to any other
applicable restrictions on such transfer, including Company “blackout periods,”
any Offered Shares neither purchased nor the subject of a pending purchase by
the Company pursuant to subparagraph (d) above; provided, however, that if
such transfer is not consummated in such ninety (90) day period, any proposed
transfer of any Restricted Shares by the Holder shall again become subject to
the Purchase Right on the terms and conditions set forth in this Paragraph 5.


 


(g)                                 Any
Restricted Shares that have vested pursuant to Paragraph 1 may, without
compliance with the other provisions of this Paragraph 5, be transferred by the
Holder to a member of the Holder’s immediate family, a family partnership, or a
family trust or, on the Holder’s death, to the Holder’s estate or those
entitled to a distribution of Restricted Shares under the laws of descent and
distribution; provided, however, that Restricted Shares that are so transferred
shall remain subject to the Purchase Right and, as a condition to any transfer,
the Holder or the Holder’s legal representative shall obtain a written
agreement from the proposed transferee or transferees by which such transferee
agrees or transferees agree to be bound by this Paragraph 5.


 


6.                                       Stock
Dividends and Certain Other Issuances and Payments.  If the Company shall pay a stock dividend on,
or have a merger, consolidation, capital reorganization or recapitalization in
which, while existing Common Stock remains outstanding, new stock is issued
with respect to any of the Common Stock, the shares of stock of the Company
issued in payment of such dividend on, or issued in connection with such
merger, consolidation, capital reorganization or recapitalization shall be
added to, and deemed part of, the Restricted Shares for all purposes of this
Agreement.  If the Company shall make a
distribution of property other than cash on any of the Common Stock, or shall
distribute to its stockholders shares of stock of another corporation, the
property or shares of stock of such other corporation distributed with respect
to the Restricted Shares shall be added to and deemed part of the Restricted
Shares for all purposes of this Agreement. 
References in Paragraph 3 to additional shares of stock and certificates
for such shares as described in Paragraphs 6 and 7 and stock powers therefor
shall be deemed to include, without limitation, reference to such property and
instruments evidencing substituted securities described in Paragraph 7 and to
appropriate instruments of transfer therefor, respectively.  In the event of any such dividend, merger,
consolidation, capital reorganization or recapitalization in which while
existing Common Stock remains outstanding, new stock is issued, or in the event
of any such distribution of property or shares of another corporation, unvested
Restricted Shares shall remain subject to forfeiture as set forth above, but
the provisions hereof shall be appropriately adjusted by the Company so that
they will continue to apply with similar effect to such new Restricted Shares.


 


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7.                                       Stock
Splits, Recapitalizations and Other Events. 
If the outstanding shares of the Common Stock shall be subdivided into a
greater number of shares or combined into a smaller number of shares, or in the
event of a reclassification of the outstanding shares of Common Stock, or if
the Company shall be a party to any merger, consolidation, recapitalization or
capital reorganization in which securities are issued in exchange for the Restricted
Shares, there shall be substituted for the Restricted Shares hereunder such
amount and kind of securities as are issued in such subdivision, combination, reclassification,
merger, consolidation, recapitalization or capital reorganization with respect
to the Restricted Shares outstanding immediately prior thereto, and thereafter
such securities shall for all purposes be deemed the Restricted Shares
hereunder.  In any such event, the
unvested Restricted Shares shall remain subject to forfeiture as set forth
above, but the provisions hereof shall be appropriately adjusted by the Company
so that they will continue to apply with similar effect to such new Restricted
Shares.


 


8.                                       No
Transfer in Violation of Agreement. 
The Company shall not be required to transfer any of the Restricted
Shares on its books which shall purportedly have been sold, assigned or
otherwise transferred in violation of this Agreement, or to treat as owner of
such shares, or to accord the right to vote as such owner or to pay dividends
to, any person or entity to which any such shares shall purportedly have been
sold, assigned or otherwise transferred in violation of this Agreement.  Additionally,
if any transfer of Restricted Shares is made or attempted in violation of this
Agreement, the Company shall have the right to purchase such shares from the
owner thereof or his transferee at any time before or after the transfer, as
provided in Paragraph 5 hereof.  It
is expressly understood and agreed that the restrictions on transfer imposed by
this Agreement shall apply not only to voluntary transfers but also to
involuntary transfers, by operation of law or otherwise.  The Holder shall pay all legal fees and
expenses of the Company arising out of or relating to any purported sale,
assignment or transfer of any Restricted Shares in violation of this Agreement.


 


9.                                       Legend.


 


(a)                                  Shares Subject to Forfeiture.  The certificates representing any shares of the
Restricted Shares to be issued to the Holder that are subject to forfeiture shall
have endorsed thereon, in addition to any other legends thereon, legends
substantially in the following form:


 


The securities
represented by this certificate are subject to restrictions on transfer, forfeiture
to the Corporation, and the Corporation’s right
of first refusal, as set forth in a restricted stock agreement between the
Corporation and the registered holder hereof, a copy of which will be provided
to the holder hereof by the Corporation upon written request and without
charge.


 


(b)                                 All Other Restricted Shares. The certificates
representing any shares of the Restricted Shares to be issued to the Holder
that are not subject to forfeiture shall have endorsed thereon, in addition to
any other legends thereon, legends substantially in the following form:


 


The securities
represented by this certificate are subject to restrictions on transfer and the
Corporation’s right of first refusal, as set forth in a restricted stock
agreement between the Corporation and the registered holder hereof, a copy of
which will be provided to the holder hereof by the Corporation upon written
request and without charge.


 


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10.                                 Severability.  If any provision of this Agreement shall be
determined to be invalid, illegal or otherwise unenforceable by any court of
competent jurisdiction, the validity, legality and enforceability of the other
provisions of this Agreement shall not be affected thereby.  Any invalid, illegal or unenforceable
provision of this Agreement shall be severable, and after any such severance,
all other provisions hereof shall remain in full force and effect.


 


11.                                 Equitable
Relief.  The Holder acknowledges that
money damages alone will not adequately compensate the Company for breach of
any of the Holder’s covenants and agreements herein and, therefore, agrees that
in the event of the breach or threatened breach of any such covenant or
agreement, in addition to all other remedies available to the Company, at law,
in equity or otherwise, the Company shall be entitled to injunctive relief
compelling specific performance of, or other compliance with, the terms hereof.


 


12.                                 Tax
Matters.  The Holder will be liable
for any and all taxes, including, without limitation, withholding taxes,
arising out of the grant or the vesting of the Restricted Shares hereunder, and
shall be solely responsible for obtaining such tax treatment of the Restricted
Shares and of Holder’s receipt thereof as the Holder may desire, including,
without limitation, any timely filing of an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended.


 


(a)                                  The
Holder will provide the Company with all information that the Company shall
request in connection with the Holder’s receipt of the Restricted Shares, and
any subsequent sale(s) or other disposition(s) thereof in order for
the Company to satisfy tax, accounting and securities laws reporting and other
regulatory requirements.  Information
with respect to sale(s) or disposition(s) of Restricted Shares by the
Holder should be delivered to the Company before the end of the month within
which they occurred.  Information should
be provided to the attention of the Company’s General Counsel or, in his absence,
to its Chief Financial Officer.


 


(b)                                 Any
other provision of this Agreement to the contrary notwithstanding, the Holder
shall defend, indemnify and hold the Company harmless from and against any and
all damages, costs, expenses, fines, penalties, reasonable attorney’s fees and
claims of every kind or nature arising from the Holder’s failure to provide any
information required hereunder or to pay any tax amounts promptly and when due.


 


(c)                                  Section 83(b) Tax Election.  Holder acknowledges that the Company has
advised the Holder of the possibility of making an election under Section 83(b) of
the Code with respect to the Restricted Shares. 
The Holder should consult with his or her tax advisor to determine the
tax consequences of acquiring the Restricted Shares and the potential
advantages and potential disadvantages of filing the Section 83(b) election
in light of the Holder’s individual circumstances.  The Holder acknowledges that it is his or her
sole responsibility, and not that of the Company or any of its subsidiaries, to
file a timely election under Section 83(b) and that the right to make
such an election will be lost if notice of such election is not timely filed.


 


(d)                                 Holder
shall, no later than the date as of which the value of any Restricted Shares
first becomes includable in the gross income of the Holder for Federal income
tax 


 


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purposes, pay to the Company,
or make arrangements satisfactory to the Company regarding payment of any
Federal, state, local and/or payroll taxes of any kind required by law to be
withheld as a result thereof.  The
Company and its affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
the Holder.


 


13.                                 Notices.  Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given (a) upon
personal delivery, (b) on the first business day after being sent by
express mail or a nationally recognized overnight courier service, (c) upon
transmission by facsimile with receipt confirmed, or (d) on the third
business day after being sent by registered or certified mail, return receipt
requested, postage prepaid.  To be
effective, any such notice shall be addressed, if to the Company, at its
principal office, and if to the Holder at the last address of record on the
books of the Company or at such other address as such party may designate by
ten (10) days prior written notice to the other party hereto.


 


14.                                 Benefit
of the Agreement.  The rights and
obligations of the Holder hereunder are personal to the Holder, and except as
otherwise expressly provided herein, such rights and obligations may not be
assigned or delegated by the Holder without the prior written consent of the
Company.  Any assignment or delegation of
such rights and obligations of the Holder absent such consent shall be void and
of no force or effect.  This Agreement shall
inure to the benefit of, and be binding upon, the legal representatives, successors
and assigns of the Company and the heirs, legal representatives, successors and
permitted assigns of the Holder.  The
rights and remedies of the Company hereunder shall be cumulative and in
addition to all other rights and remedies the Company may have, at law, in
equity, by contract or otherwise.  No
modification, renewal, extension, waiver or termination of this Agreement or
any of the provisions herein contained shall be binding upon the Company unless
made in writing and signed by a duly authorized officer of the Company.


 


15.                                 Choice
of Law and Forum.  This Agreement
shall be governed by, and construed and enforced in accordance with, the
substantive laws of The Commonwealth of Massachusetts without regard to its
principles of conflicts of laws.  All
litigation arising from or relating to this Agreement shall be filed and
prosecuted before any court of competent subject matter jurisdiction located in
Boston, Massachusetts.  The Holder
consents to the jurisdiction of such courts over him, stipulates to the
convenience, efficiency and fairness of proceeding in such courts, and
covenants not to allege or assert the inconvenience, inefficiency or unfairness
of proceeding in such courts.


 


16.                                 Construction.  The genders and numbers used in this Agreement
are used as reference terms only and shall apply with the same effect whether
the parties are of the masculine, neuter or feminine gender, corporate or other
form, and the singular shall likewise include the plural.


 


*          *          *


 


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