Exhibit 10.6


 


RESTRICTED STOCK AWARD AGREEMENT


 


UNDER THE TECHTARGET, INC.

2007 STOCK OPTION AND INCENTIVE PLAN


 


Name
of Grantee:


No. of
Shares:


Grant
Date:


Final
Acceptance Date:


 


Pursuant to the TechTarget, Inc. 2007 Stock Option and
Incentive Plan (the “Plan”) as amended from time to time, TechTarget, Inc. (the
“Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee
named above. Upon acceptance of this Award, the Grantee shall receive the
number of shares of Common Stock, par value $0.001 per share (the “Stock”) of
the Company specified above, subject to the restrictions and conditions set
forth herein and in the Plan.


 


1.                                       Acceptance of Award. The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award prior to the close
of business on the Final Acceptance Date specified above by (i)  signing
and delivering to the Company a copy of this Award Agreement, and (ii)
delivering to the Company a stock power endorsed in blank. Upon acceptance of
this Award by the Grantee, the shares of Restricted Stock so accepted shall be
issued and held by the Company’s transfer agent in book entry form, and the
Grantee’s name shall be entered as the stockholder of record on the books of
the Company. Thereupon, the Grantee shall have all the rights of a shareholder
with respect to such shares, including voting and dividend rights, subject,
however, to the restrictions and conditions specified in Paragraph 2
below.


 


2.                                       Restrictions and Conditions.


 


(a)                                  Any
book entries for the shares of Restricted Stock granted herein shall bear an
appropriate legend, as determined by the Committee in its sole discretion, to
the effect that such shares are subject to restrictions as set forth herein and
in the Plan.


 


(b)                                 Shares
of Restricted Stock granted herein may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.


 


(c)                                  If
the Grantee’s employment with the Company and its Subsidiaries is voluntarily
or involuntarily terminated for any reason (including death) prior to vesting
of shares of Restricted Stock granted herein, all shares of Restricted Stock
shall immediately and automatically be forfeited and returned to the Company.


 


3.                                       Vesting of Restricted Stock. The restrictions and conditions in
Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates
specified in the following schedule so long as the Grantee remains an employee
of the Company or a Subsidiary on such Dates. If a series


 


 





















 


of Vesting Dates is specified, then the restrictions and conditions in
Paragraph 2 shall lapse only with respect to the number of shares of
Restricted Stock specified as vested on such date.


 




	
  Number of

  Shares Vested

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (      %)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (      %)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (      %)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (      %)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (      %)

  	
   

  	
   

  	
   

  






 


Subsequent to such Vesting Date or Dates, the shares
of Stock on which all restrictions and conditions have lapsed shall no longer
be deemed Restricted Stock. The Committee may at any time accelerate the
vesting schedule specified in this Paragraph 3. [Upon the occurrence of a Sale Event, the
restrictions and conditions in Paragraph 2 shall lapse with respect to [—]% of
the shares of Restricted Stock and such shares shall become vested at the
effective time of such Sale Event.]


 


4.                                       Dividends. Dividends on Shares of Restricted Stock shall be paid currently to the
Grantee.


 


5.                                       Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Committee set forth in Section 2(b) of
the Plan. Capitalized terms in this Agreement shall have the meaning specified
in the Plan, unless a different meaning is specified herein.


 


6.                                       Transferability. This Agreement is personal to the Grantee, is non-assignable and is not
transferable in any manner, by operation of law or otherwise, other than by
will or the laws of descent and distribution.


 


7.                                       Tax Withholding. The Grantee shall, not later than the date as of which the receipt of
this Award becomes a taxable event for Federal income tax purposes, pay to the
Company or make arrangements satisfactory to the Committee for payment of any
Federal, state, and local taxes required by law to be withheld on account of
such taxable event. The Grantee may elect to have the required minimum tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from shares of Stock to be issued, or (ii) transferring to
the Company, a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due.


 


8.                                       Election Under Section 83(b). The Grantee and the Company hereby agree that
the Grantee may, within 30 days following the acceptance of this Award as
provided in


 


2





















 


Paragraph 1 hereof, file with the Internal Revenue Service and the Company
an election under Section 83(b) of the Internal Revenue Code. In the event the
Grantee makes such an election, he or she agrees to provide a copy of the
election to the Company.


 


9.                                       No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the
Grantee in employment and neither the Plan nor this Agreement shall interfere
in any way with the right of the Company or any Subsidiary to terminate the
employment of the Grantee at any time.


 


10.                                 Notices. Notices hereunder shall be mailed or delivered to the Company at its principal
place of business and shall be mailed or delivered to the Grantee at the
address on file with the Company or, in either case, at such other address as
one party may subsequently furnish to the other party in writing.


 


	
   

  	
  TECHTARGET,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


 


The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.


 


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Grantee’s Signature

  
	
   

  
	
   

  
	
   

  	
  Grantee’s
  name and address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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