Exhibit 10.8






Exhibit 10.8




Restricted Share Agreement




On this, the
 _____ 
day of
 _____, 20_____, Internet Capital Group Operations, Inc, a Delaware
corporation (together with ICG Group, Inc., a Delaware corporation, (collectively the “Company”)),
hereby grants to
 _____ 
a Restricted Share Award (the “Award”), of
 _____ 
shares (the
“Shares”) of the common stock in the Company subject to the restrictions below and pursuant to and
subject to the terms and conditions of the ICG 2005 Omnibus Equity Compensation Plan, as amended
(the “Plan”). Capitalized terms used but not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Plan.



General Provisions





	 	1.	 	Vesting and Term.






(a) Except as provided in Paragraph 1(b) below, you will vest in your right to the Shares
granted under this Award according to the following vesting schedule



	 	 	 
	
 _____, 20XX
	 	
 _____ 

	
 _____, 20XX
	 	
 _____ 

	
 _____, 20XX
	 	
 _____ 

	
 _____, 20XX
	 	
 _____ 








(b) Vesting upon Termination.



(1) Termination of Service on Account of Involuntary Termination without Cause. If after the
first vesting date noted above you incur a Termination of Service on account of an involuntary
termination without Cause, you will receive pro-rated vesting at the rate of 2.083% per month
through your termination date.



(2) Termination of Service on Account of Death, Disability, or Retirement. If after the first
vesting date noted above you incur a Termination of Service on account of death, your Disability,
or your Retirement, you will receive pro-rated vesting at the rate of 2.083% per month through your
termination date.



(3) Termination of Service on Account of Cause. No Shares shall be vested on an accelerated
basis if you incur a Termination of Service on account of Cause.



(4) Termination of Service for Any Other Reason. No Shares shall be vested on an accelerated
basis if you incur a Termination of Service on account of any reason other than that listed above
in this Paragraph 1(b).



Additional Provisions




2. Non-Transferability of Award. During the period before the Shares vest, you may not
assign, transfer, pledge or otherwise dispose of the Shares prior to vesting. Any attempt to
assign, transfer, pledge or otherwise dispose of the unvested Shares contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the unvested Shares,
shall be null and void and without effect.


 


 









 





3. Right to Vote and to Receive Dividends. You will have the right to vote unvested Shares
and receive any dividends or other distributions paid on unvested Shares. In the event of a
dividend or distribution payable in stock or other property or a reclassification, split up or
similar event during the period in which the Shares are unvested, the shares or other property
issued or delivered with respect to the unvested Shares shall be subject to the same terms and
conditions relating to vesting as the Shares to which they relate.



4. Forfeiture of Shares. If you incur a Termination of Service for any reason before the
Shares are fully vested, the Shares that are not then vested shall be forfeited and must be
immediately returned to the Company. In addition, if the Committee determines, in good faith, that
you have breached any non-compete, non-solicitation or confidentiality agreement with the Company
at any time, you will immediately forfeit all unvested Shares and all vested Shares, and all Shares
must be immediately returned to the Company.



5. Change of Control. The provisions of the Plan applicable to a Change of Control shall
apply to the Shares, and, in the event of a Change of Control, the Committee may take such actions
as it deems appropriate pursuant to the Plan.



6. Incorporation by Reference; Definitions. This Award shall be subject to the terms,
conditions and limitations of the Plan, which are incorporated herein by reference. In the event
of any contradiction, distinction or difference between this Award Agreement and the terms of the
Plan, the terms of the Plan will control. Except as otherwise defined in this Award Agreement, the
terms used in this Award Agreement shall have the meanings set forth in the Plan. The Award is
subject to the interpretations, regulations and determinations concerning the Plan established from
time to time by the Committee in accordance with the provisions of the Plan, including, but not
limited to, provisions pertaining to (i) rights and obligations with respect to the withholding of
taxes, (ii) the registration, qualification or listing of the shares, (iii) changes in
capitalization of the Company, and (iv) other requirements of applicable law. The Committee shall
have the authority to interpret and construe the Award pursuant to the terms of the Plan, its
decisions shall be conclusive as to any questions arising hereunder, and your acceptance of this
Award is you agreement to be bound by the interpretations and decisions of the Committee with
respect to this Award and the Plan.



7. Issuance of Certificates.



(a) The Company will hold non-certificated shares until the Shares vest.



(b) When you obtain a vested right to the Shares, the vested Shares shall be issued to you in
electronic form, free of the restrictions under Paragraph 1 of this Award.



8. Withholding. You are required to pay to the Company, or make other arrangements
satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes
that the Company is required to withhold with respect to the grant or vesting of this Award.
Subject to Committee approval, you may elect to satisfy any tax withholding obligation of the
Company
with respect to this Award by having shares withheld up to an amount that does not exceed the
minimum applicable withholding tax rate for federal (including FICA), state, local and other tax
liabilities.



9. No Employment or Other Rights. This Award shall not confer upon you any right to be
retained by or in the employ or service of the Company or its parent or subsidiaries, and shall not
interfere in any way with the right of the Company or its parent or subsidiaries to terminate your
employment or service at any time. The right of the Company or its parent or subsidiaries to
terminate at will your employment or service at any time for any reason is specifically reserved.


 


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10. Assignment by Company. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company and to the Company’s parent or subsidiaries and
affiliates. This Award may be assigned by the Company without your consent.



11. Governing Law. This Agreement shall be deemed to be made under and shall be construed in
accordance with the laws of the State of Delaware.



12. Notice. All notices hereunder shall be in writing, and if to the Company or the Committee,
shall be delivered to the Board of Directors of the Company or mailed to its principal office,
addressed to the attention of the Board of Directors; and if to you, shall be delivered personally
sent by facsimile transmission or mailed to you at the address appearing in the records of the
Company. Such addresses may be changed at any time by written notice to the other party given in
accordance with this Paragraph 12.



	 	 	 	 	 
	 	 	Internet Capital Group operations, Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
Walter
W. Buckley, III
	 

	 	 	 	Chief Executive Officer






	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Philip A. Rooney
	 	 
	 

	 	Vice President, Treasury and Tax	 	 






I hereby accept the Share Award described in this Restricted Share Agreement. I have read the
terms of the Plan and this Restricted Share Agreement, and agree to be bound by the terms of the
Plan and this Restricted Share Agreement and the interpretations of the Committee with respect
thereto.



	 	 	 	 	 	 	 
	 	 	Accepted:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

                     (Grantee)
	 	 





 


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