f1012ga1iex10v_ctm.htm


    


    Exhibit
10.5

     

    CTM
MEDIA HOLDINGS, INC.

    2009
STOCK OPTION AND INCENTIVE PLAN

     

    DEFERRED STOCK UNIT AWARD
AGREEMENT

     

    


    [Name]

    [Address]

    [Address]

    


    This
Deferred Stock Unit Award Agreement (this “Agreement”) confirms the award (the
“Award”) of Deferred Stock Units to you effective as of [Date] (the “Effective Date”)
under the CTM Media Holdings, Inc. 2009 Stock Option and Incentive Plan (the
“Plan”), upon the terms and conditions set forth
herein.

     

    1. Grant of Deferred Stock
Units.  Pursuant to action of the Compensation Committee of the
Board of Directors (the “Committee”), CTM Media Holdings, Inc. (the “Company”)
hereby awards you under the Plan an aggregate of [number of units] ([number])
Deferred Stock Units (the “Units”).  Subject to the terms and
conditions hereof and of the Plan, a Unit represents a right to receive a share
of the Company’s Class «CLASS
OF COMMON STOCK» Common Stock, par value $0.01 per share (the “Stock”)
upon a Vesting Event (as defined below), but does not represent a current
interest in any Stock.  This Award is a matter of separate inducement
and is not in lieu of salary or other compensation for your
services.

     

    2. Restrictions on
Transfer.  You may not directly or indirectly, by operation of
law or otherwise, voluntarily or involuntarily, alienate, attach, sell, assign,
pledge, encumber, charge or otherwise transfer any of the Units.

     

    3. Voting and Other
Rights.  You will have no rights of a stockholder of the
Company with respect to the Units. By way of example, and not limitation, prior
to the date shares of Stock are issued to you pursuant to the terms hereof (the
“Shares”), you do not have the right to vote any of the Shares or to receive
dividends on them. However, unless otherwise determined by the Committee, upon a
Vesting Event, you shall be entitled to “Dividend
Equivalents.”  Dividend Equivalents will be equal to the dividends
payable on the same number of shares of Stock as the number of Units granted
under this Award.  The Dividend Equivalents will become vested in the
same proportion as when and if the Units of your Award vest. An amount equal to
these Dividend Equivalents will be paid to you in cash at that
time.  If your Award (or any portion of the Award) does not vest, any
related Dividend Equivalents will also be forfeited and void.  Upon a
forfeiture of your Dividend Equivalents, the Company will not be obligated to
pay you any consideration whatsoever for the forfeited Dividend
Equivalents.

     

    4. Vesting of
Units.  Provided such Units have not been forfeited pursuant to
Section 5 hereof, vesting of the Units shall occur in the following manner (each
such vesting occurrence being a “Vesting Event”):

     

     

     

    
      [Date]

      [Last
Name]

      [amount]

    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    (a) Unless
previously vested pursuant to Section 4(b) hereof (relating to a Change in
Control of the Company):

     

    
      	
              (i)  

            	
              ___________
      Units will vest on [date]; and

            


    

    
      	
              (ii)  

            	
              ___________
      Units will vest on [date].

            


    

    


    (b) In the
event of a Change in Control of the Company, any Units not otherwise vested
pursuant to Section 4(a) hereof shall become immediately vested.

     

    5. Forfeiture.  If
your continuous employment or consulting relationship with the Company or any
majority-owned subsidiary of the Company shall terminate for any reason or you
cease for any reason to be an outside director of the Company or any
majority-owned subsidiary of the Company, all Units not otherwise vested as of
the date of termination shall be forfeited and void.  Upon a
forfeiture of your Units, the Company will not be obligated to issue you any
Shares or to pay you any consideration whatsoever for the forfeited
Units.

     

    6. Issuance of
Shares.

     

    (a) No Shares
shall be issued to you prior to the date on which the corresponding Units vest.
Subject to all the terms and conditions hereof and of the Plan, upon a Vesting
Event, you shall be issued one Share for each Unit that vests on such Vesting
Event in accordance with Section 4 hereof.

     

    (b) The
Shares issued hereunder shall be registered in your name and evidenced by one or
more certificates representing the number of Shares, as the Company may
determine; provided, however, that the
Company shall not be obligated to deliver any Shares to be awarded hereunder
until all federal and state laws and regulations as the Company may deem
applicable have been complied with and all other legal matters in connection
with the issuance and delivery of the Shares have been approved by the Company’s
legal department.

     

    (c) Shares
issued in settlement of this Award shall be subject to the terms and conditions
of the Company’s Insider Trading Policy but otherwise shall not be subject to
any additional transfer restrictions.  Upon the registration of the
Shares in your name, you shall have all of the rights and status as a
stockholder of the Company with respect to the Shares, including the right to
vote such Shares and to receive dividends or other distributions thereon.


     

    7. Adjustments.  If,
prior to the time any of the Units awarded hereunder vest, the Company shall be
reorganized, or consolidated or merged with another corporation, the appropriate
amount of any stock, securities or other property exchangeable for Shares
pursuant to such reorganization, consolidation or merger shall be appropriately
substituted for the Shares hereunder.

     

    8. Withholding
Taxes.  The Award and issuance of the Shares are conditioned on
any applicable withholding taxes being paid by you.  By accepting this
Award, you hereby irrevocably elect to satisfy any taxes required to be withheld
by the Company by authorizing the Company to withhold a sufficient number of
Shares as the Company deems necessary to satisfy such tax obligation and agree
to indemnify the Company against any and all liabilities, damages, costs and
expenses that the Company may hereafter incur, suffer or be required to pay with
respect to the payment or withholding of any taxes.

     

     

     

    
      [Date]

      [Last
Name]

      [amount]

       

    

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    9. Nature
of Plan and Award. In accepting the Award,
you acknowledge that: (a) Your Award represents an unfunded and unsecured
promise by the Company to pay amounts in the future in accordance with the terms
and conditions of this Agreement; (b) the Plan is established
voluntarily by the Company, it is discretionary in nature and may be modified,
amended, suspended or terminated by the Company at any time, as provided in the
Plan; (c) all decisions with respect to future awards, if any, will be at
the sole discretion of the Company and the Award hereunder does not entitle you
to any benefit other than that specifically granted under this Agreement, nor to
any future grants or other benefits under the Plan or any similar plan; (d)
neither the Award nor any provision of this Agreement confers upon you any right with respect to
employment or continuation of current employment, and in the event that you are
not an employee of the Company, this Award shall not be interpreted to form an
employment contract or relationship with the Company; and (e) any
benefits granted under this Agreement and the Plan are not part of your ordinary
compensation, and shall not be considered as part of such compensation in the
event of severance, resignation or other termination.

     

    10. Incorporation of Plan
Provisions.  This Agreement is made pursuant to the Plan and is
subject to all the terms and provisions of the Plan as if the same were fully
set forth herein. Capitalized terms not otherwise defined herein shall have the
meanings set forth for such terms in the Plan. To the extent that there is any
inconsistency between this Agreement and the terms of the Plan, the terms of
this Agreement shall govern.

     

    11. Successors.  This
Agreement shall be binding upon and inure to the benefit of any successor of the
Company and your successors, assigns and estate, including your executors,
administrators and trustees.

     

    12. Amendment or Modification,
Waiver.  Subject to Section 13 hereof, no provision of this
Agreement may be amended or waived unless such amendment or waiver is agreed to
in writing and signed by each party hereto. No waiver by either party hereto of
any breach by another party hereto of any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of a
similar of dissimilar condition or provision at the same time, any prior time or
any subsequent time.

     

    13. Reservation of Right to Modify Award
to Comply with Section 409A.  This Agreement is not intended to
be subject to Code Section 409A.  If this Agreement is deemed subject
to Code Section 409A, the Company reserves the authority to amend this
Agreement, including amendments having retroactive effect, that the Committee
determines to be necessary or appropriate (a) to comply with the requirements of
Code Section 409A and Department of Treasury regulations and other interpretive
guidance issued thereunder, including without limitation any such regulations or
guidance that may be issued after the Effective Date or (b) to ensure that Code
Section 409A does not apply to this Agreement.

     

     

     

    
      [Date]

      [Last
Name]

      [amount]

    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    14. Notices.  Each
notice relating to this Agreement shall be in writing and delivered in person or
by certified mail or overnight delivery to the proper address. Notices to
employees sent via e-mail shall be deemed to satisfy the requirements of this
Section 14. All notices to the Company shall be addressed to it at:

     

    CTM Media
Holdings, Inc.

    11 Largo
Drive South

    Stamford,
CT 06907

    Attention:
Human Resources, Stock Option and Incentive Plan Administrator

    


    15. Severability.  If
any provision of this Agreement or the application of any such provision to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of
this Agreement or the application of such provision to such person or
circumstances other than those to which it is so determined to be invalid and
unenforceable, shall not be affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent permitted by
law.

     

    16. Governing
Law.  This Agreement shall be construed and governed in
accordance with the laws of the state of Delaware, without regard to principles
of conflicts of laws.

     

    17. Headings.  All
descriptive headings of sections and paragraphs in this Agreement are intended
solely for convenience, and no provision of this Agreement is to be construed by
reference to the heading of any section or paragraph.

     

    18. Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original but both of which together shall constitute one and the same
instrument.

     

    [Remainder
of page intentionally left blank]

     

     

     

     

    
      [Date]

      [Last
Name]

      [amount]

    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

     

    To
confirm your acceptance of the foregoing, please sign and date below under
“Accepted and Agreed” and return one copy of this Agreement to the Human
Resources Department, attn: Stock Option and Incentive Plan Administrator, CTM
Media Holdings, Inc., 11 Largo Drive South, Stamford, CT 06907.

     

    


     

    CTM
MEDIA HOLDINGS, INC.

     

    By:  _________________________________

    Name:

    Title:

    


    


     

    ACCEPTED
AND AGREED:

     

                                                                                    
          

    Name:

    


    Dated as
of:  [Date]

     

     

     

     

     

    [Date]

    [Last
Name]

    [amount]

     

    5