exv10w14






Exhibit 10.14




EQUITY INCENTIVE PLAN OF




BOOZ ALLEN HAMILTON HOLDING CORPORATION



RESTRICTED STOCK AGREEMENT



GRANT NOTICE


Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive
Plan of Booz Allen Holding Corporation (the “Plan”) shall have the same defined meanings in
this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant
Notice”) and Appendix A attached hereto (collectively, the “Agreement”).



You have been granted shares of restricted Company Common Stock, subject to the terms and
conditions of the Plan and this Agreement, as follows:




	 	 	 

	Name of Recipient:

	 	«Name»
	 
	 	 
	Total Number of Shares of Restricted Stock:
	 	«Shares»
	 
	 	 
	Grant Date:

	 	«Date»
	 
	 	 
	Vesting Schedule:

	 	Restricted Stock will vest and become exercisable in
three equal installments on each of June 30, [•], [•]
and [•] (each, the “Vesting Date”).






 









 





Your signature below indicates your agreement and understanding that the Restricted Stock granted
herein is subject to all of the terms and conditions contained in the Agreement and the Plan.
ACCORDINGLY, PLEASE BE SURE TO READ ALL OF THE PLAN AND APPENDIX A, WHICH CONTAIN THE SPECIFIC
TERMS AND CONDITIONS OF THE RESTRICTED STOCK.




	 	 	 	 	 	 	 	 	 

	BOOZ ALLEN HAMILTON 

HOLDING CORPORATION  	 	RECIPIENT	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 






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APPENDIX A TO RESTRICTED STOCK AGREEMENT




     1. Grant of Restricted Stock. Subject to the terms, conditions, and restrictions set
forth in this Agreement (including the Grant Notice) and in the Plan, and subject to the
Participant’s delivery to the Company of duly executed and undated instruments of transfer or
assignment in blank, to be used by the Company only for transfers required under the Plan, the
Company hereby evidences and confirms its grant to the Participant, effective as of the Grant Date
set forth in the Grant Notice of the number of shares of Restricted Stock set forth on the Grant
Notice (the “Restricted Shares”). Upon grant, the Company shall record the Restricted
Shares in the books and records of the Company or a certificate of Shares will be issued, which
entry or certificate shall bear the legends set forth in Section 5(b). Any certificate issued in
respect of the Restricted Shares will be delivered on behalf of the Participant to the Secretary of
the Company, to be held in custody until the later of the date (i) they become vested in
accordance with Section 3 and (ii) the Participant requests such instrument from the
Company.



     2. Forfeiture Risk. The Participant hereby (i) appoints the Company as the
limited attorney-in-fact of the Participant to take such actions as may be necessary or appropriate
solely to effectuate a transfer of the record ownership of any such shares that are unvested and
forfeited hereunder and (ii) agrees to sign such stock powers and take such other actions
as the Company may reasonably request to accomplish the transfer of any unvested Restricted Shares
that are forfeited hereunder. The Company does hereby indemnify and hold harmless the Participant
from any wrongful use of the power of attorney granted above.



     3. Vesting and Forfeiture of Restricted Shares.



          (a) Restricted Period. Subject to earlier forfeiture as provided in this Agreement
and in the Plan and subject to Section 3(g), the Restricted Shares granted herein shall vest as
provided in the Grant Notice.




          (b) Termination Due to Death. If a Participant’s employment or service terminates due
to the Participant’s death, all unvested Restricted Shares shall immediately vest.




          (c) Termination Due to Disability. If a Participant’s employment or service
terminates due to Disability, all unvested Restricted Shares shall not be forfeited upon such
termination and shall continue to vest in accordance with the schedule provided in the Grant
Notice.




          (d) Termination by Reason of a Company Approved Departure. If a Participant’s
employment or service terminates in a Company Approved Departure (as defined below), all unvested
Restricted Shares shall not be forfeited upon such termination and shall continue to vest in
accordance with the schedule as provided the Grant Notice. “Company Approved Departure” shall mean
a termination of employment that the Company (through the members of its senior management), in its
sole discretion, determines to be in the best interest of the Company and the Company’s approval of
such termination as a Company Approved Departure is approved or ratified by the Board or the
Administrator.








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          (e) Termination for Cause. If a Participant’s employment or service terminates for
Cause, all unvested Restricted Shares shall be immediately forfeited and canceled, effective as of
the date of the Participant’s termination of service. In addition, any Restricted Shares that
vested during the twelve months prior to or any time after the Participant engaged in the conduct
that gave rise to the termination for Cause shall upon demand by the Administrator be immediately
forfeited and disgorged or paid to the Company together with all gains earned or accrued due to the
sale of such vested Restricted Shares.




          (f) Termination for Any Other Reason. If a Participant’s employment is terminated for
any reason other than death, Disability, Company Approved Departure or Cause, all unvested
Restricted Shares shall immediately be forfeited.




          (g) Change in Control. In the event of a Change in Control, any unvested Restricted
Shares shall vest, continue, or have such other treatment as provided in the Plan.




          (h) Other Forfeiture Provisions. The Restricted Shares shall also be subject to
forfeiture, disgorgement and/or repayment to the Company in the event the Participant engages in
financial or other misconduct (including but not limited to engaging in Competitive Activity) or as
required by Applicable Law, as provided in the Plan.1




     4. Restrictions on Transfer. Unvested Restricted Shares may not be transferred, other
than by will or by the laws of descent and distribution and provided that the deceased
Participant’s beneficiary or the representative of his or her estate acknowledges and agrees in
writing, in a form reasonably acceptable to the Company, to be bound by the provisions of the Plan
and this Agreement as if such beneficiary or estate were the Participant.



     5. Participant’s Representations, Warranties and Covenants.



          (a) No Conflicts; No Consents. The execution and delivery by Participant of this
Agreement, the consummation of the transactions contemplated hereby and the performance of
Participant’s obligations hereunder do not and will not (i) materially conflict with or
result in a material violation or breach of any term or provision of any Law applicable to either
Participant or the Restricted Shares or (ii) violate in any material respect, conflict with
in any material respect or result in any material breach of, or constitute (with or without notice
or lapse of time or both) a material default under, or require either Participant to obtain any
consent, approval or action of, make any filing with or give any notice to any Person as a result
or under the terms of, any contract, agreement, instrument, commitment, arrangement or
understanding to which Participant is a party.




          (b) Legends. The Participant acknowledges and agrees that the Restricted Shares
received hereby and represented by physical certificates(s) will bear the following legend (or one
to substantially similar effect):






 




			
	1	 	For employees employed in California, add the
following: “; provided that, for purposes of this Agreement, clauses (a) and
(b) of the definition of Competitive Activity shall be deleted.”




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“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN
THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN OF BOOZ ALLEN
HAMILTON HOLDING CORPORATION AND A RESTRICTED STOCK AGREEMENT
BETWEEN THE ISSUER AND THE HOLDER OF THIS CERTIFICATE DATED AS OF
__________. A COPY OF SUCH PLAN AND AGREEMENT SHALL BE FURNISHED
WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN
REQUEST.”



          (c) Compliance with Rule 144. If any of the Restricted Shares are to be disposed of
in accordance with Rule 144, the Participant shall transmit to the Company an executed copy of Form
144 (if required by Rule 144) no later than the time such form is required to be transmitted to the
Commission for filing and such other documentation as the Company may reasonably require to assure
compliance with Rule 144 in connection with such disposition.




          (d) Participant Status. The Participant represents and warrants that, as of the date
hereof, the Participant is an officer, employee, director or Consultant of the Company or a
Subsidiary.




          (e) Section 83(b) Election. The Participant agrees that, if the Participant makes an
election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect
to the Restricted Shares acquired hereunder (an “83(b) election”), then the Participant
shall give notice to the Company of such 83(b) election within 30 days of the date of this
Agreement. Any such 83(b) election shall use as the value of the Restricted Shares the Fair Market
Value of the Restricted Shares on the Grant Date determined as provided in the Plan, and the
Participant shall take a consistent position on the Participant’s tax returns.




     6. Dividends, etc. The Participant shall be entitled to (i) receive all
dividends or other distributions at the time (and in the same calendar year as) such dividends or
distributions are paid with respect to those vested and unvested Restricted Shares of which the
Participant is the record owner on the record date for such dividend or other distribution and
(ii) vote any Restricted Shares of which the Participant is the record owner on the record
date for such vote; provided, however, that any property (other than cash) distributed with respect
to a Restricted Share (the “Associated Share”) acquired hereunder, including without
limitation a distribution of Restricted Shares by reason of a stock dividend, stock split or
otherwise, or a distribution of other securities with respect to an Associated Share, shall be
subject to the restrictions of this Agreement in the same manner and for so long as the Associated
Share remains subject to such restrictions, and shall be promptly forfeited if and when the
Associated Share is so forfeited.



     7. Miscellaneous.



          (a) Tax Withholding. Whenever any cash or other payment is to be made hereunder or
with respect to the Restricted Shares, the Company or any Subsidiary shall have the power to
withhold an amount (in cash or in Common Stock granted hereunder upon vesting)






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sufficient to satisfy federal, state, and local withholding tax requirements relating to such
transaction and the Company or such Subsidiary may defer the payment of cash or other payment until
such requirements are satisfied; provided, however, that in the event that the
Company withholds shares issuable to the Participant (or any portion thereof) to satisfy any
applicable withholding taxes, the Company shall only withhold a number of whole shares having a
Fair Market Value, determined as of the date of vesting, not in excess of the minimum of tax
required to be withheld by law (or such lower amount as may be necessary to avoid liability award
accounting). The Participant shall be responsible for all withholding taxes and other tax
consequences of this award of Restricted Shares.




          (b) No Guarantee of Employment. Nothing in the Plan or this Agreement shall interfere
with or limit in any way the right of the Company to terminate any Participant’s employment at any
time, or confer upon any Participant any right to continue in the employ or retention of the
Company.




          (c) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement and their respective successors and assigns. Nothing in
this Agreement, express or implied, is intended or shall be construed to give any person other than
the parties to this Agreement or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision contained herein.




          (d) Amendment. This Agreement may not be amended, modified or supplemented orally,
but only by a written instrument executed by the Participant and the Company.




          (e) Assignability. Neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof shall be assignable by the Company or the
Participant without the prior written consent of the other party, provided that the Company
may assign all or any portion of its rights or obligations under this Agreement to one or more
persons or other entities designated by it.




          (f) Applicable Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware, without reference to principles of conflict of laws which
would give rise to the application of the substantive law of another jurisdiction.




          (g) Severability; Blue Pencil. In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not be affected
thereby.




          (h) Consent to Electronic Delivery. By executing this Agreement, the Participant
hereby consents to the delivery of information (including, without limitation, information required
to be delivered to the Participant pursuant to applicable securities laws) regarding the Company
and the Subsidiaries, the Plan, and the Restricted Shares via the Company web site or other
electronic delivery.




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          (i) Section and Other Headings, etc. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or interpretation of
this Agreement.




          (j) Notices. All notices under this Agreement shall be (i) delivered by hand,
(ii) sent by commercial overnight courier service, (iii) sent by registered or
certified mail, return receipt requested, and first-class postage prepaid, (iv) sent by
e-mail or any other form of electronic transfer or delivery approved by the Administrator, or
(v) faxed, in each case to the parties at their respective addresses and facsimile numbers
set forth in the records of the Company or at such other address or facsimile number as may be
designated in a notice by either party to the other.




          (k) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall constitute one and the
same instrument.




          (l) Interpretation. This Agreement is subject to the terms and conditions of the
Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern. The Administrator, acting pursuant to the Plan, as constituted from time to
time, shall, except as expressly provided otherwise herein, have the right to determine reasonably
and in good faith any questions that arise in connection with this Agreement, and any such
determination shall be final, binding and conclusive on all Participants and other individuals
claiming any right under the Plan. The failure of the Company or the Participant to insist upon
strict performance of any provision hereunder, irrespective of the length of time for which such
failure continues, shall not be deemed a waiver of such party’s right to demand strict performance
at any time in the future. No consent or waiver, express or implied, to or of any breach or
default in the performance of any obligation or provision hereunder shall constitute a consent or
waiver to or of any other breach or default in the performance of the same or any other obligation
hereunder.





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