Exhibit 10.2






Exhibit 10.2




ANCESTRY.COM INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK




FOR GOOD AND VALUABLE CONSIDERATION, Ancestry.com Inc. (the “Company”), hereby grants to
Participant named below the number of restricted shares of the Company’s common stock, par value
$0.001 (the “Common Stock”) specified below (the “Award”), upon the terms and subject to the
conditions set forth in this Grant Notice, the Ancestry.com Inc. 2009 Stock Incentive Plan (the
“Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under
such Plan and provided to Participant, each as amended from time to time. This Award is granted
pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and
Conditions.





	 
	Name of Participant:

	Grant Date:

	Number
of shares of Restricted Stock:

	Vesting Schedule:







By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and
agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the
Standard Terms and Conditions.





	 	 	 	 	 	 	 
	ANCESTRY.COM INC.

	 	 

Participant Signature
	 	 
	 	 	 	 	 	 
	By: 
	 	 	 	 	 	 
	

	Title: 	 

	 	Address
(please print):	 	 
	 

	 	 

	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 




 


 









 






ANCESTRY.COM INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK




These Standard Terms and Conditions apply to the Award of restricted stock granted to an
employee or a nonemployee director of the Company pursuant to the Ancestry.com Inc. 2009 Stock
Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the
Administrator that specifically refers to these Standard Terms and Conditions. In addition to
these Terms and Conditions, the restricted stock shall be subject to the terms of the Plan, which
are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Plan.





	1.	 	TERMS OF RESTRICTED STOCK

	 
	 	 	Ancestry.com Inc., a Delaware corporation (the “Company”), has granted to the Participant
named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an
award (the “Award” or the “Restricted Stock”) of a number of restricted shares of the
Company’s common stock, $0.001 par value per share (the “Common Stock”) specified in the
Grant Notice. The Award is subject to the conditions set forth in the Grant Notice, these
Standard Terms and Conditions, and the Plan, each as amended from time to time. For
purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the
Company shall include a reference to any Subsidiary.

	 
	2.	 	VESTING OF RESTRICTED STOCK

	 
	 	 	The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall
be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice
and these Standard Terms and Conditions. After the Grant Date, subject to termination or
acceleration as provided in these Standard Terms and Conditions and the Plan, the Award
shall become vested as described in the Grant Notice with respect to that number of shares
of Restricted Stock as set forth in the Grant Notice. Shares of Restricted Stock that have
vested and are no longer subject to forfeiture and transfer restrictions are referred to
herein as “Vested Shares.” Shares of Restricted Stock awarded hereunder that are not vested
and remain subject to forfeiture and transfer restrictions are referred to herein as
“Unvested Shares.” Notwithstanding anything contained in these Standard Terms and
Conditions to the contrary: (i) if the Participant’s Termination of Employment is by reason
of death or Disability before the Restricted Stock has fully vested, a portion of the
Unvested Shares shall become vested such that a pro-rata portion of the total number of
shares of Restricted Stock subject to the Award are vested as of the date of Termination of
Employment, and, unless otherwise determined by the Administrator, the remaining Unvested
Shares shall be forfeited and canceled as of the date of such Termination of Employment, and
(ii) except as provided in Section 4 below, if the Participant’s Termination of Employment
is for any reason other than death or Disability, any then Unvested Shares held by the
Participant shall be forfeited and canceled as of the date of such Termination of
Employment. For purposes of this Section 2, “pro-rata portion” means a percentage, where
the numerator is the portion of the vesting period of
the Restricted Stock that elapsed prior to the Participant’s Termination of Employment, and
the denominator is the full number of days in the vesting period.




 


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	3.	 	RIGHTS AS STOCKHOLDER

	 
	 	 	From and after the Grant Date, the Participant shall have all of the ownership, voting
rights, dividend rights and all other rights of a stockholder of the Company with respect to
the Restricted Stock, except that such rights as to Unvested Shares shall terminate upon the
forfeiture of such Unvested Shares as and to the extent specifically provided in Section 2
above; provided, however, that any dividends paid in respect of Unvested Shares will not be
paid in cash to the Participant, but instead will be automatically reinvested in additional
shares of Restricted Stock, which additional shares will be subject to the same terms and
conditions as the shares of Restricted Stock with respect to which they were distributed.

	 
	4.	 	CHANGE IN CONTROL

	 
	 	 	Unless otherwise provided in an employment, severance or other agreement between the Company
and the Participant, the following provisions shall apply in the event a Change in Control
occurs while Unvested Shares are outstanding under the Award:







	 	A.	 	If the Unvested Shares are not continued, assumed, converted or substituted for
immediately following the Change in Control, the Unvested Shares shall become fully
vested immediately prior to the Change in Control.

	 
	 	B.	 	If the Unvested Shares are continued, assumed, converted or substituted for,
the Unvested Shares shall be treated as determined by the Administrator.







	5.	 	RESTRICTIONS ON RESALES OF SHARES

	 
	 	 	The Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Participant or other
subsequent transfers by the Participant of any Vested Shares, including without limitation
(a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or
coordinate the timing and manner of sales by Participant and other holders and
(c) restrictions as to the use of a specified brokerage firm for such resales or other
transfers.

	 
	6.	 	INCOME TAXES

	 
	 	 	The Participant shall make arrangements satisfactory to the Company for the satisfaction of
any applicable federal, state, local or foreign withholding tax obligations that arise by
reason of the grant or vesting of the Restricted Stock. The Company shall not be required
to issue shares or may restrict the transfer of such shares until such obligations are
satisfied. Unless the Participant pays the withholding tax obligations to the Company by
cash or check, withholding may be effected, at the Company’s option, by withholding Common
Stock issuable in connection with the Award (provided that shares of Common Stock may be
withheld only to the extent that such withholding will not result in adverse
accounting treatment for the Company). The Participant acknowledges that the Company shall
have the right to deduct any taxes required to be withheld by law in connection with the
Award from any amounts payable by it to the Participant (including, without limitation,
future cash wages).




 


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	7.	 	NON-TRANSFERABILITY OF UNVESTED SHARES

	 
	 	 	The Participant represents and warrants that the shares of Restricted Stock are being
acquired by the Participant solely for the Participant’s own account for investment and not
with a view to or for sale in connection with any distribution thereof. The Participant
further understands, acknowledges and agrees that, except as otherwise provided in the Plan
or as permitted by the Administrator, the Unvested Shares may not be sold, assigned,
transferred, pledged or otherwise directly or indirectly encumbered or disposed of except
other than by will or the laws of descent and distribution and to the extent expressly
permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as
amended, and the rules and regulations of the Securities Exchange Commission thereunder, and
in compliance with applicable state securities or “blue sky” laws and non-U.S. securities
laws.

	 
	8.	 	OTHER AGREEMENTS SUPERSEDED

	 
	 	 	The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the Participant and the Company regarding the Restricted Stock. Any
prior agreements, commitments or negotiations concerning the Restricted Stock are
superseded.

	 
	9.	 	LIMITATION OF INTEREST IN THE RESTRICTED STOCK

	 
	 	 	Neither the Participant (individually or as a member of a group) nor any beneficiary or
other person claiming under or through the Participant shall have any right, title,
interest, or privilege in or to any shares of Common Stock allocated or reserved for the
purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions
except as to such shares of Common Stock, if any, as shall have been issued to such person
in connection with the Award. Nothing in the Plan, in the Grant Notice, these Standard
Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon
the Participant any right to continue in the Company’s employ or service nor limit in any
way the Company’s right to terminate the Participant’s employment at any time for any
reason.




 


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	10.	 	GENERAL

	 
	 	 	In the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.

	 
	 	 	The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.

	 
	 	 	These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

	 
	 	 	These Standard Terms and Conditions shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to principles of conflicts of law.

	 
	 	 	All questions arising under the Plan or under these Standard Terms and Conditions shall be
decided by the Administrator in its total and absolute discretion.

	 
	11.	 	ELECTRONIC DELIVERY

	 
	 	 	By executing the Grant Notice, 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 Stock via Company web site or other electronic
delivery.




 


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