ex10_1.htm


    Exhibit
10.1

     

    
      TechTarget,
Inc.

       

      Restricted
Stock Unit Agreement

       

      Granted
Under 2007 Stock Option and Incentive Plan

       

      AGREEMENT
made as of this 2nd day of January, 2009 “(Grant Date”) between TechTarget,
Inc., a Delaware corporation
(the “Company”),
and _________________
(the “Participant”).

       

      For
valuable consideration, receipt of which is acknowledged, the parties hereto
agree as follows:

       

      1. Issuance
of RSUs.  In consideration of services rendered or to be
rendered to the Company by the Participant, the Company has granted to the
Participant, subject to the terms and conditions set forth in this Agreement and
in the Company’s 2007 Stock Option and Incentive Plan (the “Plan”),
_____________________________ (_______) restricted stock units (the “RSUs”),
each representing the right to receive one share of common stock, $0.001 par
value, of the Company (“Common
Stock”).  The shares of Common Stock that are issuable with
respect to the RSUs are referred to in this Agreement as “Shares”.  The
Participant agrees that the RSUs shall be subject to the forfeiture provisions
set forth in Section 2 of this Agreement, the restrictions on transfer set
forth in Section 3 of this Agreement, and the distribution provisions set
forth in Section 4 of this Agreement and Appendix
A attached hereto.

       

      2. Vesting.  The
RSUs shall vest in accordance with the following provisions of this Section 2 of
the Agreement:

       

      (a) in the
event that the Company’s Adjusted EBITDA (defined as earnings before net
interest, income taxes, depreciation and amortization, as further adjusted for
stock-based compensation) is greater than zero (the “Performance
Metric”) in Fiscal Year 2009 then, on the date on which the Company’s
Compensation Committee of its Board of Directors certifies that the Performance
Metric has been achieved based on reasonable evidence produced by the Company
(the “Initial
Vesting Trigger Date”), twenty-five percent (25%) of the total amount of
the RSUs shall vest and, thereafter, upon the conclusion of each ninety-one (91)
day period following the initial anniversary of the Grant Date, the RSUs shall
vest in additional six and a quarter percent (6.25%) increments such that on the
fourth anniversary of the Grant Date, the RSUs grant shall be fully-vested;
provided,
however;
in the event that the Company’s 2009 Adjusted EBITDA is less than zero, then the
Initial Vesting Trigger Date for these RSUs shall be delayed until the Initial
Vesting Trigger Date following the end of the first fiscal year thereafter in
which the Performance Metric is achieved such that the initial twenty-five
percent (25%) of the total amount of the RSUs shall vest thereupon, with the
balance of the vesting thereof to follow the same schedule thereafter as
contemplated above (i.e., 6.25% on each 91-day period following the applicable
anniversary of the Grant Date); provided,
further,
that, in the event that the financial results of the Company do not result in it
producing Adjusted EBITDA greater than zero for the fiscal year ending December
31, 2011, these RSUs shall expire and thereupon terminate.

       

      (b) In the
event that the Participant ceases to be employed by the Company for any reason
or no reason, with or without cause, prior to the anniversary of the Grant Date
that precedes the fourth anniversary of the Initial Vesting Trigger Date, any
Unvested RSUs (as defined below) shall, subject to the acceleration provisions
hereof, be automatically forfeited to the Company.  “Unvested
RSUs” means the total number of RSUs multiplied by the Applicable
Percentage at the time such RSUs are forfeited or such other applicable
measurement date.  The “Applicable
Percentage” shall be (i) 100% until the Initial Vesting Trigger Date,
(ii) 75% less 6.25% for each 91 days of employment completed by the Participant
with the Company from and after the applicable anniversary of the Grant Date as
described in Section 2(a), and (iii) zero on or after the anniversary of
Grant Date that precedes the fourth anniversary of the Initial Vesting Trigger
Date.  The total number of Unvested RSUs that become vested on each
vesting date shall be referred to as a “Vesting Tranche”.

       

      (c) Notwithstanding
the terms of Section 2(a) above, in the event:

       

      (1) of the
consummation a transaction resulting in a “change in control” of the Company
within the meaning of Section 409A of the Internal Revenue Code (“Section
409A”), all Unvested RSUs shall immediately and without further action be deemed
to be fully-vested; or

       

      (2) of
termination of the Participant’s employment with the Company pursuant to Section
6(b), (c), (d) or (e) of the Amended and Restated Employment Agreement, by and
between the Company and the Participant (the “Employment Agreement”), or the
failure of the Company to extend the Employment Agreement following the
expiration of the then-current Term, the Unvested RSUs shall vest in accordance
with the terms of the Section 7(b)(iv) of the Employment Agreement; provided,
that, in the event that such termination occurs during the period beginning with
the January 2 of the fiscal year in which the Performance Metric is achieved and
ending on the Initial Vesting Trigger Date, then the initial 25% tranche of this
RSU grant shall vest on the Initial Vesting Trigger Date and the balance of the
Unvested RSUs shall be subject to the terms of Section 7(b)(iv) of such
Employment Agreement.

       

      (d) Any RSUs
that become vested pursuant to Sections 2(b) or 2(c) shall be treated as a
Vesting Tranche and shall be distributed in accordance with Section 4 hereof.
Notwithstanding anything herein to the contrary, if the RSUs do not vest as set
forth in Section 2 or as otherwise provided in any other agreement with the
Company or any parent or subsidiary of the Company, the RSUs shall automatically
be forfeited to the Company.

       

       

      (e) For
purposes of this Agreement, employment with the Company shall include employment
with a parent or subsidiary of the Company, or any successor to the
Company.

       

      3. Restrictions
on Transfer.

       

      (a) The
Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise
dispose of, by operation of law or otherwise (collectively “transfer”)
any RSUs, or any interest therein, until such RSUs have vested and the Shares
issuable with respect thereto have been distributed in accordance with Section 4
of this Agreement.

       

      (b) The
Company shall not be required (i) to transfer on its books any of the RSUs which
have been transferred in violation of any of the provisions set forth in this
Agreement or (ii) to treat as owner of such RSUs any transferee to whom such
RSUs have been transferred in violation of any of the provisions of this
Agreement.

       

      4. Distribution
of Shares.

       

      (a) Each
Vesting Tranche will be distributed by the Company to the Participant (or to the
Participant’s estate in the event that his death occurs after a vesting date but
before distribution of the corresponding Shares) on the earliest to occur of one
of the Permissible Events described in Section 4(b) below on which date (the
“Distribution Date”), the Participant (or his estate) shall become the owner of
the Shares for all purposes.  Notwithstanding the foregoing, and
solely to the extent necessary to avoid the penalty provisions under Section
409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if the
Distribution Date occurs because of the termination of the Participant’s
employment and the Participant is deemed to be a “specified employee” as defined
under Section 409A, then the Distribution Date shall be the date that is six
months plus one day after the date of termination.

       

      (b) For
purposes of this Agreement, “Permissible Event” shall be the occurrence of one
of the following:  (i) the Participant’s “separation from service”
(within the meaning of Section 409A) for any reason, (ii) the Participant
becoming disabled within the meaning of Section 409A, (iii) the death of the
Participant, (iv) the occurrence of a “change in control” of the Company within
the meaning of Section 409A, and (v) the date set forth on Appendix
A attached hereto for each such Vesting Tranche.

       

      (c) Neither
the Company nor the Participant shall have any right to accelerate or defer
distribution of the Shares, except to the extent expressly permitted or required
by Section 409A.  Each Vesting Tranche shall be treated as a separate
payment for purposes of Section 409A.

       

      (d) Notwithstanding
the foregoing, the Company shall not be obligated to issue to the Participant
the Shares upon the Distribution Date unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law and other legal
requirements including, without limitation, any applicable federal or state
securities laws and the requirements of any stock exchange upon which shares of
Common Stock may then be listed.

       

      5. Provisions
of the Plan.

       

      This
Agreement is subject to the provisions of the Plan, a copy of which is furnished
to the Participant with this Agreement.

       

      6. Withholding
Taxes.

       

      (a) The
Participant acknowledges and agrees that the Company has the right to deduct
from payments of any kind otherwise due to the Participant any federal, state,
local, provincial or other taxes of any kind required by law to be withheld with
respect to the issuance of the Shares to the Participant or the lapse of the
forfeiture provisions.

       

      (b) The
Participant has reviewed with the Participant’s own tax advisors the federal,
state, local, provincial and other tax consequences of this investment and the
transactions contemplated by this Agreement.  The Participant is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents.  The Participant understands that
the Participant (and not the Company) shall be responsible for the Participant’s
own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement.

       

      7. Miscellaneous.

       

      (a) No
Rights to Employment.  The Participant acknowledges and agrees
that the vesting of the RSUs pursuant to Section 2 hereof is earned only by
satisfaction of the performance conditions and continuing service as an employee
at the will of the Company (not through the act of being hired or being granted
the RSUs hereunder).  The Participant further acknowledges and agrees
that the transactions contemplated hereunder and the vesting schedule set forth
herein do not constitute an express or implied promise of continued engagement
as an employee for the vesting period, for any period, or at
all.

       

      (b) Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to
the extent permitted by law.

       

      (c) Waiver.  Any
provision for the benefit of the Company contained in this Agreement may be
waived, either generally or in any particular instance, by the Board of
Directors of the Company.

       

      (d) Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the Company and the Participant and their respective heirs,
executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 3 of this
Agreement.

       

      (e) Notice.   Each
notice relating to this Agreement shall be in writing and delivered in person or
by first class mail, postage prepaid, to the address as hereinafter
provided.  Each notice shall be deemed to have been given on the date
it is received.  Each notice to the Company shall be addressed to it
at its office at 117 Kendrick Street, Needham, MA 02494.  Each notice
to the Participant shall be addressed to the Participant at the Participant’s
last known address.

       

      (f) Pronouns.  Whenever
the context may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural, and
vice versa.

       

      (g) Entire
Agreement.  This Agreement and the Plan constitute the entire
agreement between the parties, and supersede all prior agreements and
understandings, relating to the subject matter of this
Agreement.

       

      (h) Amendment.  This
Agreement may be amended or modified only by a written instrument executed by
both the Company and the Participant.

       

      (i) Governing
Law.  This Agreement shall be construed, interpreted and
enforced in accordance with the internal laws of the State of Delaware without
regard to any applicable conflicts of laws.

       

      (j) Interpretation.  The
interpretation and construction of any terms or conditions of the Plan, or of
this Agreement or other matters related to the Plan by the Compensation
Committee of the Board of Directors of the Company shall be final and
conclusive.

       

      (k) Participant’s
Acknowledgments.  The Participant acknowledges that he or she:
(i) has read this Agreement; (ii) has been represented in the preparation,
negotiation, and execution of this Agreement by legal counsel of the
Participant’s own choice or has voluntarily declined to seek such counsel; (iii)
understands the terms and consequences of this Agreement; (iv) is fully aware of
the legal and binding effect of this Agreement; and (v) understands that the law
firm of Wilmer Cutler Pickering Hale and Dorr LLP is acting as counsel to the
Company in connection with the transactions contemplated by the Agreement, and
is not acting as counsel for the Participant.

       

      (l) Delivery
of Certificates.  Subject to Section 4, the Participant may
request that the Company deliver the Shares in certificated form with respect to
any Shares underlying RSUs that are delivered upon the Distribution
Date.

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

       

      TECHTARGET,
INC.

       

      By:  ________________________

           Name:

           Title:

       

       

      Participant:

       

       

      _____________________________

       

      Print
Name: ___________________

       

      Address:                      _________________

      _________________