Exhibit 10.11


 


CRA INTERNATIONAL, INC. RESTRICTED STOCK
AGREEMENT


 


Notification and Acceptance of Restricted
Stock Award

Employee or Independent Contractor Award


 


Pursuant to the CRA International, Inc. 2006 Equity Incentive Plan
(the “Plan”), the Employee or Independent Contractor 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:

  	
   

  	
  [                                  ]

  
	
   

  	
   

  	
   

  
	
  Holder Name, Residential Address and Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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.  As a condition to receiving this Restricted
Stock Award, the Holder shall execute a Non-Solicit / Non-Hire Agreement with
the Company, dated as of the Grant Date, unless the Company already has such an
agreement on file.


 


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 employment with or
performance of services for 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 an employee or independent contractor of the Company for a period
of six (6) consecutive months; provided, however, that the Holder is not
competing directly or indirectly with the Company, as determined by the Company
in its discretion.


 


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 an employee or independent contractor 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 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 


 


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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.


 


(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 


 


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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.


 


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 


 


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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.                                       Legends.


 


(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.


 


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 


 


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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 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.


 


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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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