exv10w1



 




Exhibit 10.1




FORRESTER RESEARCH, INC.






2006 EQUITY INCENTIVE PLAN






		
	1.	
    DEFINED TERMS



     
Exhibit A, which is incorporated by reference, defines the
terms used in the Plan and sets forth certain operational rules
related to those terms.






		
	2.	
    PURPOSE



     
The Plan has been established to advance the interests of the
Company by providing for the grant to Participants of
Stock-based Awards.






		
	3.	
    ADMINISTRATION



     
The Administrator has discretionary authority, subject only to
the express provisions of the Plan, to interpret the Plan;
determine eligibility for and grant Awards; determine, modify or
waive the terms and conditions of any Award; prescribe forms,
rules and procedures; and otherwise do all things necessary to
carry out the purposes of the Plan. In the case of any Award
intended to be eligible for the performance-based compensation
exception under Section 162(m), the Administrator will
exercise its discretion consistent with qualifying the Award for
that exception. Determinations of the Administrator made under
the Plan will be conclusive and will bind all parties.






		
	4.	
    LIMITS ON AWARDS UNDER THE PLAN



     
(a) Number of Shares. The number of shares of
Stock available for delivery in satisfaction of Awards under the
Plan shall be determined in accordance with this
Section 4(a).






		
	 	     
    (1) Subject to Section 7(b), the maximum number of
    shares of Stock that may be delivered in satisfaction of Awards
    under the Plan shall be four million three hundred fifty
    thousand (4,350,000) plus the number (not to exceed two and
    one-half million (2,500,000)) of unused Prior Plan shares. For
    purposes of the preceding sentence, shares of Stock shall be
    unused Prior Plan shares (i) if they were subject to awards
    under the Prior Plan, other than restricted stock awards, that
    were outstanding on the day preceding the Effective Date to the
    extent such Prior Plan awards are exercised or are satisfied, or
    terminate or expire, on or after the Effective Date without the
    delivery of such shares, or (ii) if they were outstanding
    on the day preceding the Effective Date as restricted stock
    awards under the Prior Plan and are thereafter forfeited. The
    number of shares of Stock delivered in satisfaction of an Award
    shall be, for purposes of the first sentence of this
    Section 4(a)(1), the number of shares of Stock subject to
    the Award reduced by the number of shares of Stock
    (a) withheld by the Company in payment of the exercise
    price of the Award or in satisfaction of tax withholding
    requirements with respect to the Award, or (b) awarded
    under the Plan as Restricted Stock but thereafter forfeited, or
    (c) made subject to an Award that is exercised or
    satisfied, or that terminates or expires, without the delivery
    of such shares.
	 
	 	     
    (2) To the extent consistent with the requirements of
    Section 422 and with other applicable legal requirements
    (including applicable stock exchange or Nasdaq requirements),
    Stock issued under awards of an acquired company that are
    converted, replaced, or adjusted in connection with the
    acquisition shall not reduce the number of shares available for
    Awards under the Plan.



     
(b) Type of Shares. Stock delivered by the
Company under the Plan may be authorized but unissued Stock or
previously issued Stock acquired by the Company. No fractional
shares of Stock will be delivered under the Plan.



     
(c) Section 162(m) Limits. The maximum
number of shares of Stock for which Stock Options may be granted
to any person in any calendar year and the maximum number of
shares of Stock subject to SARs



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granted to any person in any calendar year will each be one
million (1,000,000). The maximum number of shares subject to
other Awards granted to any person in any calendar year will be
one million (1,000,000) shares. The foregoing provisions will be
construed in a manner consistent with Section 162(m).






		
	5.	
    ELIGIBILITY AND PARTICIPATION



     
The Administrator will select Participants from among those key
Employees and consultants and advisors to, the Company or its
Affiliates who, in the opinion of the Administrator, are in a
position to make a significant contribution to the success of
the Company and its Affiliates. Eligibility for ISOs is limited
to employees of the Company or of a “parent
corporation” or “subsidiary corporation” of the
Company as those terms are defined in Section 424 of the
Code.






		
	6.	
    RULES APPLICABLE TO AWARDS



     
(a) All Awards






		
	 	     
    (1) Award Provisions. The Administrator will
    determine the terms of all Awards, subject to the limitations
    provided herein. By accepting any Award granted hereunder, the
    Participant agrees to the terms of the Award and the Plan.
    Notwithstanding any provision of this Plan to the contrary,
    awards of an acquired company that are converted, replaced or
    adjusted in connection with the acquisition may contain terms
    and conditions that are inconsistent with the terms and
    conditions specified herein, as determined by the Administrator.
	 
	 	     
    (2) Term of Plan. No Awards may be made after
    the tenth anniversary of date of adoption (minus one day), 2016,
    but previously granted Awards may continue beyond that date in
    accordance with their terms.
	 
	 	     
    (3) Transferability. ISOs may not be
    transferred other than by will or the laws of descent and
    distribution and may be exercised, during the lifetime of the
    Participant to whom they were awarded, only by that Participant.
    Other Awards may be transferred during a Participant’s
    lifetime only on a gratuitous basis and then only to the extent,
    if any, determined by the Administrator.
	 
	 	     
    (4) Vesting, Etc. The Administrator may
    determine the time or times at which an Award will vest or
    become exercisable and the terms on which an Award requiring
    exercise will remain exercisable. Without limiting the
    foregoing, the Administrator may at any time accelerate the
    vesting or exercisability of an Award, regardless of any adverse
    or potentially adverse tax consequences resulting from such
    acceleration. Unless the Administrator expressly provides
    otherwise, however, the following rules will apply: immediately
    upon the cessation of the Participant’s Employment, each
    Award requiring exercise that is then held by the Participant or
    by the Participant’s permitted transferees, if any, will
    cease to be exercisable and will terminate, and all other Awards
    that are then held by the Participant or by the
    Participant’s permitted transferees, if any, to the extent
    not already vested will be forfeited, except that:






		
	 	     
    (A) subject to (B) and (C) below, all Stock
    Options and SARs held by the Participant or the
    Participant’s permitted transferees, if any, immediately
    prior to the cessation of the Participant’s Employment, to
    the extent then exercisable, will remain exercisable for the
    lesser of (i) a period of three months or (ii) the
    period ending on the latest date on which such Stock Option or
    SAR could have been exercised without regard to this
    Section 6(a)(4), and will thereupon terminate;
	 
	 	     
    (B) all Stock Options and SARs held by a Participant or the
    Participant’s permitted transferees, if any, immediately
    prior to the Participant’s death, to the extent then
    exercisable, will remain exercisable for the lesser of
    (i) the one year period ending with the first anniversary
    of the Participant’s death or (ii) the period ending
    on the latest date on which such Stock Option or SAR could have
    been exercised without regard to this Section 6(a)(4), and
    will thereupon terminate; and
	 
	 	     
    (C) all Stock Options and SARs held by a Participant or the
    Participant’s permitted transferees, if any, immediately
    prior to the cessation of the Participant’s Employment will
    immediately terminate upon such cessation if the Administrator
    in its sole discretion determines that



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    such cessation of Employment has resulted for reasons which cast
    such discredit on the Participant as to justify immediate
    termination of the Award.







		
	 	     
    (5) Taxes. The Administrator will make such
    provision for the withholding of taxes as it deems necessary.
    The Administrator may, but need not, hold back shares of Stock
    from an Award or permit a Participant to tender previously owned
    shares of Stock in satisfaction of tax withholding requirements
    (but not in excess of the minimum withholding required by law).
	 
	 	     
    (6) Dividend Equivalents, Etc. The
    Administrator may provide for the payment of amounts in lieu of
    cash dividends or other cash distributions with respect to Stock
    subject to an Award. Any entitlement to dividend equivalents or
    similar entitlements shall be established and administered
    consistent either with exemption from, or compliance with, the
    requirements of Section 409A to the extent applicable.
	 
	 	     
    (7) Rights Limited. Nothing in the Plan will
    be construed as giving any person the right to continued
    employment or service with the Company or its Affiliates, or any
    rights as a stockholder except as to shares of Stock actually
    issued under the Plan. The loss of existing or potential profit
    in Awards will not constitute an element of damages in the event
    of termination of Employment for any reason, even if the
    termination is in violation of an obligation of the Company or
    Affiliate to the Participant.
	 
	 	     
    (8) Section 162(m). This
    Section 6(a)(8) applies to any Performance Award intended
    to qualify as performance-based for the purposes of
    Section 162(m) other than a Stock Option or SAR. In the
    case of any Performance Award to which this Section 6(a)(8)
    applies, the Plan and such Award will be construed to the
    maximum extent permitted by law in a manner consistent with
    qualifying the Award for such exception. With respect to such
    Performance Awards, the Administrator will preestablish, in
    writing, one or more specific Performance Criteria no later than
    90 days after the commencement of the period of service to
    which the performance relates (or at such earlier time as is
    required to qualify the Award as performance-based under
    Section 162(m)). Prior to grant, vesting or payment of the
    Performance Award, as the case may be, the Administrator will
    certify whether the applicable Performance Criteria have been
    attained and such determination will be final and conclusive. No
    Performance Award to which this Section 6(a)(8) applies may
    be granted after the first meeting of the stockholders of the
    Company held in 2011 until the listed performance measures set
    forth in the definition of “Performance Criteria” (as
    originally approved or as subsequently amended) have been
    resubmitted to and reapproved by the stockholders of the Company
    in accordance with the requirements of Section 162(m) of
    the Code, unless such grant is made contingent upon such
    approval.



     
(b) Awards Requiring Exercise






		
	 	     
    (1) 409A Exemption. Except as the
    Administrator otherwise determines, no Award requiring exercise
    shall have deferral features, or shall be administered in a
    manner, that would cause such Award to fail to qualify for
    exemption from Section 409A.
	 
	 	     
    (2) Time And Manner Of Exercise. Unless the
    Administrator expressly provides otherwise, an Award requiring
    exercise by the holder will not be deemed to have been exercised
    until the Administrator receives a notice of exercise (in form
    acceptable to the Administrator) signed by the appropriate
    person and accompanied by any payment required under the Award.
    If the Award is exercised by any person other than the
    Participant, the Administrator may require satisfactory evidence
    that the person exercising the Award has the right to do so.
	 
	 	     
    (3) Exercise Price. The exercise price (or
    the base value from which appreciation is to be measured) of
    each Award requiring exercise shall be not less than 100% of the
    fair market value of the Stock subject to the Award, determined
    as of the date of grant, or such higher amount as the
    Administrator may determine in connection with the grant. Fair
    market value shall be determined by the Administrator consistent
    with the requirements of Section 422 and Section 409A,
    as applicable. No such Award, once granted, may be repriced
    other than in accordance with the applicable stockholder
    approval requirements of Nasdaq.



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    (4) Payment Of Exercise Price. Where the
    exercise of an Award is to be accompanied by payment, the
    Administrator may determine the required or permitted forms of
    payment, subject to the requirements of this paragraph. All
    payments will be by cash or check acceptable to the
    Administrator, or, if so permitted by the Administrator and if
    legally permissible, (i) through the delivery of shares of
    Stock that have been outstanding for at least six months (unless
    the Administrator approves a shorter period) and that have a
    fair market value equal to the exercise price, (ii) by
    delivery to the Company of a promissory note of the person
    exercising the Award, payable on such terms as are specified by
    the Administrator, (iii) through a broker-assisted exercise
    program acceptable to the Administrator, (iv) by other
    means acceptable to the Administrator, or (v) by any
    combination of the foregoing permissible forms of payment. The
    delivery of shares in payment of the exercise price under
    clause (i) above may be accomplished either by actual
    delivery or by constructive delivery through attestation of
    ownership, subject to such rules as the Administrator may
    prescribe.



     
(c) Awards Not Requiring Exercise



     
Restricted Stock and Unrestricted Stock, whether delivered
outright or under Awards of Stock Units or other Awards that do
not require exercise, may be made in exchange for such lawful
consideration, including services, as the Administrator
determines. Any Award resulting in a deferral of compensation
subject to Section 409A shall be construed to the maximum
extent possible, as determined by the Administrator, consistent
with the requirements of Section 409A.






		
	7.	
    EFFECT OF CERTAIN TRANSACTIONS



     
(a) Mergers, etc. Except as otherwise
provided in an Award, the following provisions shall apply in
the event of a Covered Transaction:






		
	 	     
    (1) Assumption or Substitution. If the
    Covered Transaction is one in which there is an acquiring or
    surviving entity, the Administrator may provide for the
    assumption of some or all outstanding Awards or for the grant of
    new awards in substitution therefor by the acquiror or survivor
    or an affiliate of the acquiror or survivor. Any substitution or
    assumption of a Stock Option or SAR exempt from the requirements
    of Section 409A shall be accomplished on a basis that
    preserves such exemption.
	 
	 	     
    (2) Cash-Out of Awards. If the Covered
    Transaction is one in which holders of Stock will receive upon
    consummation a payment (whether cash, non-cash or a combination
    of the foregoing), the Administrator may provide for payment (a
    “cash-out”), with respect to some or all Awards or
    portions thereof, equal in the case of each affected Award or
    portion thereof to the excess, if any, of (A) the fair
    market value of one share of Stock (as determined by the
    Administrator in its reasonable discretion) times the number of
    shares of Stock subject to the Award or such portion, over
    (B) the aggregate exercise or purchase price, if any, under
    the Award or such portion (in the case of a SAR, the aggregate
    base price above which appreciation is measured), in each case
    on such payment terms (which need not be the same as the terms
    of payment to holders of Stock) and other terms, and subject to
    such conditions, as the Administrator determines.
	 
	 	     
    (3) Acceleration of Certain Awards. If the
    Covered Transaction (whether or not there is an acquiring or
    surviving entity) is one in which there is no assumption,
    substitution or cash-out, each Award requiring exercise will
    become fully exercisable, and the delivery of shares of Stock
    deliverable under each outstanding Award of Stock Units
    (including Restricted Stock Units and Performance Awards to the
    extent consisting of Stock Units) will be accelerated and such
    shares will be delivered, prior to the Covered Transaction, in
    each case on a basis that gives the holder of the Award a
    reasonable opportunity, as determined by the Administrator,
    following exercise of the Award or the delivery of the shares,
    as the case may be, to participate as a stockholder in the
    Covered Transaction.
	 
	 	     
    (4) Termination of Awards Upon Consummation of
    Covered Transaction. Each Award (unless assumed pursuant
    to Section 7(a)(1) above), other than outstanding shares of
    Restricted Stock (which shall be treated in the same manner as
    other shares of Stock, subject to Section 7(a)(5) below),
    will terminate upon consummation of the Covered Transaction.



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    (5) Additional Limitations. Any share of
    Stock delivered pursuant to Section 7(a)(2) or
    Section 7(a)(3) above with respect to an Award may, in the
    discretion of the Administrator, contain such restrictions, if
    any, as the Administrator deems appropriate to reflect any
    performance or other vesting conditions to which the Award was
    subject. In the case of Restricted Stock, the Administrator may
    require that any amounts delivered, exchanged or otherwise paid
    in respect of such Stock in connection with the Covered
    Transaction be placed in escrow or otherwise made subject to
    such restrictions as the Administrator deems appropriate to
    carry out the intent of the Plan.



     
(b) Change in and Distributions With Respect to
Stock






		
	 	     
    (1) Basic Adjustment Provisions. In the event
    of a stock dividend, stock split or combination of shares
    (including a reverse stock split), recapitalization or other
    change in the Company’s capital structure, the
    Administrator will make appropriate adjustments to the maximum
    number of shares specified in Section 4(a) that may be
    delivered under the Plan and to the maximum share limits
    described in Section 4(c), and will also make appropriate
    adjustments to the number and kind of shares of stock or
    securities subject to Awards then outstanding or subsequently
    granted, any exercise prices relating to Awards and any other
    provision of Awards affected by such change.
	 
	 	     
    (2) Certain Other Adjustments. The
    Administrator may also make adjustments of the type described in
    Section 7(b)(1) above to take into account distributions to
    stockholders other than those provided for in Section 7(a)
    and 7(b)(1), or any other event, if the Administrator determines
    that adjustments are appropriate to avoid distortion in the
    operation of the Plan and to preserve the value of Awards made
    hereunder, having due regard for the qualification of ISOs under
    Section 422, the requirements of Section 409A, and the
    performance-based compensation rules of Section 162(m),
    where applicable.
	 
	 	     
    (3) Continuing Application of Plan Terms.
    References in the Plan to shares of Stock will be construed to
    include any stock or securities resulting from an adjustment
    pursuant to this Section 7.






		
	8.	
    LEGAL CONDITIONS ON DELIVERY OF STOCK



     
The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove any restriction from shares of
Stock previously delivered under the Plan until: (i) the
Company is satisfied that all legal matters in connection with
the issuance and delivery of such shares have been addressed and
resolved; (ii) if the outstanding Stock is at the time of
delivery listed on any stock exchange or national market system,
the shares to be delivered have been listed or authorized to be
listed on such exchange or system upon official notice of
issuance; and (iii) all conditions of the Award have been
satisfied or waived. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Award,
such representations or agreements as counsel for the Company
may consider appropriate to avoid violation of such Act. The
Company may require that certificates evidencing Stock issued
under the Plan bear an appropriate legend reflecting any
restriction on transfer applicable to such Stock, and the
Company may hold the certificates pending lapse of the
applicable restrictions.






		
	9.	
    AMENDMENT AND TERMINATION



     
The Administrator may at any time or times amend the Plan or any
outstanding Award for any purpose which may at the time be
permitted by law, and may at any time terminate the Plan as to
any future grants of Awards; provided, that except as
otherwise expressly provided in the Plan the Administrator may
not, without the Participant’s consent, alter the terms of
an Award so as to affect adversely the Participant’s rights
under the Award, unless the Administrator expressly reserved the
right to do so at the time of the Award. Any amendments to the
Plan shall be conditioned upon stockholder approval only to the
extent, if any, such approval is required by law (including the
Code and applicable stock exchange or Nasdaq requirements), as
determined by the Administrator.



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	10.	
    OTHER COMPENSATION ARRANGEMENTS



     
The existence of the Plan or the grant of any Award will not in
any way affect the Company’s right to Award a person
bonuses or other compensation in addition to Awards under the
Plan.






		
	11.	
    MISCELLANEOUS



     
(a) Waiver of Jury Trial. By accepting an
Award under the Plan, each Participant waives any right to a
trial by jury in any action, proceeding or counterclaim
concerning any rights under the Plan and any Award, or under any
amendment, waiver, consent, instrument, document or other
agreement delivered or which in the future may be delivered in
connection therewith, and agrees that any such action,
proceedings or counterclaim shall be tried before a court and
not before a jury. By accepting an Award under the Plan, each
Participant certifies that no officer, representative, or
attorney of the Company has represented, expressly or otherwise,
that the Company would not, in the event of any action,
proceeding or counterclaim, seek to enforce the foregoing waivers



     
(b) Limitation of Liability. Notwithstanding
anything to the contrary in the Plan, neither the Company, any
Affiliate, nor the Administrator, nor any person acting on
behalf of any of them, shall be liable to any Participant or to
the estate or beneficiary of any Participant or to any other
holder of an Award by reason of any acceleration of income, or
any additional tax, asserted by reason of the failure of an
Award to satisfy the requirements of Section 422 or
Section 409A or by reason of Section 4999 of the Code;
provided, that nothing in this Section 11(b) shall limit
the ability of the Administrator or the Company to provide by
separate express written agreement with a Participant for a
gross-up payment or
other payment in connection with any such tax or additional tax.



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EXHIBIT A




Definition of Terms



     
The following terms, when used in the Plan, will have the
meanings and be subject to the provisions set forth below:



     
“Administrator”: The Compensation Committee,
except that the Compensation Committee may delegate (i) to
one or more of its members such of its duties, powers and
responsibilities as it may determine; (ii) to one or more
officers of the Company the power to grant rights or options to
the extent permitted by Section 157(c) of the Delaware
General Corporation Law; (iii) to one or more officers of
the Company the authority to allocate other Awards among such
persons (other than officers of the Company) eligible to receive
Awards under the Plan as such delegated officer or officers
determine consistent with such delegation; provided, that
with respect to any delegation described in this
clause (iii) the Compensation Committee (or a properly
delegated member or members of such Committee) shall have
authorized the issuance of a specified number of shares of Stock
under such Awards and shall have specified the consideration, if
any, to be paid therefor; and (iv) to such Employees or
other persons as it determines such ministerial tasks as it
deems appropriate. In the event of any delegation described in
the preceding sentence, the term “Administrator” shall
include the person or persons so delegated to the extent of such
delegation.



     
“Affiliate”: Any corporation or other entity
that stands in a relationship to the Company that would result
in the Company and such corporation or other entity being
treated as one employer under Section 414(b) or
Section 414(c) of the Code, except that in determining
eligibility for the grant of a Stock Option or SAR by reason of
service for an Affiliate, Sections 414(b) and 414(c) of the
Code shall be applied by substituting “at least 50%”
for “at least 80%” under Section 1563(a)(1),
(2) and (3) of the Code and Treas. Regs.
§ 1.414(c)-2; provided, that to the extent
permitted under Section 409A, “at least 20%”
shall be used in lieu of “at least 50%”; and
further provided, that the lower ownership threshold
described in this definition (50% or 20% as the case may be)
shall apply only if the same definition of affiliation is used
consistently with respect to all compensatory stock options or
stock awards (whether under the Plan or another plan). The
Company may at any time by amendment provide that different
ownership thresholds (consistent with Section 409A) apply.
Notwithstanding the foregoing provisions of this definition,
except as otherwise determined by the Administrator, a
corporation or other entity shall be treated as an Affiliate
only if its employees would be treated as employees of the
Company for purposes of the rules promulgated under the
Securities Act of 1933, as amended, with respect to the use of
Form S-8.



     
“Award”: Any or a combination of the following:






		
	 	     
    (i) Stock Options.
	 
	 	     
    (ii) SARs.
	 
	 	     
    (iii) Restricted Stock.
	 
	 	     
    (iv) Unrestricted Stock.
	 
	 	     
    (v) Stock Units, including Restricted Stock Units.
	 
	 	     
    (vi) Performance Awards.
	 
	 	     
    (vii) Awards (other than Awards described in
    (i) through (vi) above) that are convertible into or
    otherwise based on Stock.



     
“Board”: The Board of Directors of the Company.



     
“Code”: The U.S. Internal Revenue Code of
1986 as from time to time amended and in effect, or any
successor statute as from time to time in effect.



     
“Compensation Committee”: The Compensation and
Nominating Committee of the Board.



     
“Company”: Forrester Research, Inc.



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“Covered Transaction”: Any of (i) a
consolidation, merger, or similar transaction or series of
related transactions, including a sale or other disposition of
stock, in which the Company is not the surviving corporation or
which results in the acquisition of all or substantially all of
the Company’s then outstanding common stock by a single
person or entity or by a group of persons and/or entities acting
in concert, (ii) a sale or transfer of all or substantially
all the Company’s assets, or (iii) a dissolution or
liquidation of the Company. Where a Covered Transaction involves
a tender offer that is reasonably expected to be followed by a
merger described in clause (i) (as determined by the
Administrator), the Covered Transaction shall be deemed to have
occurred upon consummation of the tender offer.



     
“Employee”: Any person who is employed by the
Company or an Affiliate.



     
“Employment”: A Participant’s employment
or other service relationship with the Company and its
Affiliates. Employment will be deemed to continue, unless the
Administrator expressly provides otherwise, so long as the
Participant is employed by, or otherwise is providing services
in a capacity described in Section 5 to the Company or its
Affiliates. If a Participant’s employment or other service
relationship is with an Affiliate and that entity ceases to be
an Affiliate, the Participant’s Employment will be deemed
to have terminated when the entity ceases to be an Affiliate
unless the Participant transfers Employment to the Company or
its remaining Affiliates.



     
“ISO”: A Stock Option intended to be an
“incentive stock option” within the meaning of
Section 422. Each option granted pursuant to the Plan will
be treated as providing by its terms that it is to be a
non-incentive stock option unless, as of the date of grant, it
is expressly designated as an ISO.



     
“Participant”: A person who is granted an Award
under the Plan.



     
“Performance Award”: An Award subject to
Performance Criteria. The Committee in its discretion may grant
Performance Awards that are intended to qualify for the
performance-based compensation exception under
Section 162(m) and Performance Awards that are not intended
so to qualify.



     
“Performance Criteria”: Specified criteria,
other than the mere continuation of Employment or the mere
passage of time, the satisfaction of which is a condition for
the grant, exercisability, vesting or full enjoyment of an
Award. For purposes of Awards that are intended to qualify for
the performance-based compensation exception under
Section 162(m), a Performance Criterion will mean an
objectively determinable measure of performance relating to any
or any combination of the following (measured either absolutely
or by reference to an index or indices and determined either on
a consolidated basis or, as the context permits, on a
divisional, subsidiary, line of business, project or
geographical basis or in combinations thereof): sales; revenues;
assets; expenses; earnings before or after deduction for all or
any portion of interest, taxes, depreciation, or amortization,
whether or not on a continuing operations or an aggregate or per
share basis; return on equity, investment, capital or assets;
one or more operating ratios; borrowing levels, leverage ratios
or credit rating; market share; capital expenditures; cash flow;
stock price; stockholder return; sales of particular products or
services; customer acquisition or retention; acquisitions and
divestitures (in whole or in part); joint ventures and strategic
alliances; spin-offs, split-ups and the like; reorganizations;
or recapitalizations, restructurings, financings (issuance of
debt or equity) or refinancings. A Performance Criterion and any
targets with respect thereto determined by the Administrator
need not be based upon an increase, a positive or improved
result or avoidance of loss. To the extent consistent with the
requirements for satisfying the performance-based compensation
exception under Section 162(m), the Administrator may
provide in the case of any Award intended to qualify for such
exception that one or more of the Performance Criteria
applicable to such Award will be adjusted in an objectively
determinable manner to reflect events (for example, but without
limitation, acquisitions or dispositions) occurring during the
performance period that affect the applicable Performance
Criterion or Criteria.



     
“Plan”: Forrester Research, Inc. 2006 Equity
Incentive Plan as from time to time amended and in effect.



     
“Prior Plan”: Forrester Research, Inc. 1996
Amended and Restated Equity Incentive Plan, as amended and in
effect prior to the Effective Date.



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“Restricted Stock”: Stock subject to
restrictions requiring that it be redelivered or offered for
sale to the Company if specified conditions are not satisfied.



     
“Restricted Stock Unit”: A Stock Unit that is,
or as to which the delivery of Stock or cash in lieu of Stock
is, subject to the satisfaction of specified performance or
other vesting conditions.



     
“SAR”: A right entitling the holder upon
exercise to receive an amount (payable in shares of Stock of
equivalent value) equal to the excess of the fair market value
of the shares of Stock subject to the right over the fair market
value of such shares at the date of grant.



     
“Section 409A”: Section 409A of the
Code.



     
“Section 422”: Section 422 of the
Code.



     
“Section 162(m)”: Section 162(m) of
the Code.



     
“Stock”: Common Stock of the Company, par value
$.01 per share.



     
“Stock Option”: An option entitling the holder
to acquire shares of Stock upon payment of the exercise price.



     
“Stock Unit”: An unfunded and unsecured
promise, denominated in shares of Stock, to deliver Stock or
cash measured by the value of Stock in the future.



     
“Unrestricted Stock”: Stock not subject to any
restrictions under the terms of the Award.



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