Exhibit 10.2
DEFERRED STOCK UNIT AWARD AGREEMENT
UNDER THE CLAYTON HOLDINGS, INC.
2006 STOCK OPTION AND INCENTIVE PLAN
Name of Grantee:
Number of DSUs Granted:
Grant Date:
1.
AWARD.
PURSUANT TO THE CLAYTON HOLDINGS, INC. 2006 STOCK OPTION
AND INCENTIVE PLAN (THE "PLAN") AS AMENDED THROUGH THE DATE HEREOF, CLAYTON
HOLDINGS, INC. (THE "COMPANY") HEREBY GRANTS TO THE GRANTEE NAMED ABOVE THE
NUMBER OF RESTRICTED DEFERRED STOCK UNITS ("DSUS") SPECIFIED ABOVE.
THIS AWARD
REPRESENTS A PROMISE TO PAY OUT TO THE GRANTEE AT A FUTURE DATE, SUBJECT TO THE
RESTRICTIONS AND CONDITIONS SET FORTH HEREIN AND IN THE PLAN, A NUMBER OF SHARES
OF COMMON STOCK, PAR VALUE $.01 PER SHARE (THE "STOCK") OF THE COMPANY EQUAL TO
THE NUMBER OF VESTED DSUS.
2.
RESTRICTIONS AND CONDITIONS.
(A)
THE DSUS ARE SUBJECT TO RESTRICTIONS AS SET FORTH HEREIN AND IN
THE PLAN.
(B)
DSUS GRANTED HEREIN MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OF BY THE GRANTEE PRIOR TO VESTING.
3.
VESTING OF DSUS.
THE RESTRICTIONS AND CONDITIONS IN PARAGRAPH 2
OF THIS AGREEMENT SHALL LAPSE ON [THE ANNIVERSARY OF THE GRANT DATE][THE DATE OF
THE NEXT ANNUAL MEETING OF THE COMPANY'S STOCKHOLDERS][THE ANNIVERSARY OF THE
GRANT DATE OR THE DATE OF THE NEXT ANNUAL MEETING OF THE COMPANY'S STOCKHOLDERS,
WHICHEVER IS EARLIER][_____________________] SO LONG AS THE GRANTEE REMAINS A
DIRECTOR OF THE COMPANY ON SUCH DATE.
Subsequent to such Vesting Date or Dates, the shares of DSUs on which all
restrictions and conditions have lapsed shall no longer be deemed restricted and
shall be considered vested.
4.
TIMING AND FORM OF PAYOUT.
THE VESTED DSUS WILL BE PAID OUT IN
FULL IN THE FORM OF SHARES OF STOCK AS SOON AS PRACTICAL AFTER THE GRANTEE
RETIRES OR OTHERWISE TERMINATES HIS SERVICE AS A DIRECTOR TO THE COMPANY.
5.
VOTING RIGHTS AND DIVIDENDS.
UNTIL SUCH TIME AS THE DSUS ARE
PAID OUT IN SHARES OF STOCK, THE GRANTEE SHALL NOT HAVE VOTING RIGHTS.
HOWEVER,
ALL DIVIDENDS AND OTHER DISTRIBUTIONS PAID WITH RESPECT TO THE DSUS SHALL ACCRUE
AND SHALL BE CONVERTED TO ADDITIONAL DSUS BASED ON THE CLOSING PRICE OF THE
STOCK ON THE DIVIDEND DISTRIBUTION DATE.
SUCH ADDITIONAL DSUS SHALL BE SUBJECT
TO THE SAME RESTRICTIONS ON TRANSFERABILITY AS ARE THE DSUS WITH RESPECT TO
WHICH THEY WERE PAID.
6.
SALE EVENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, IN THE EVENT OF A SALE EVENT (AS DEFINED IN THE PLAN) OF THE COMPANY
PRIOR TO THE PAYOUT OF SHARES OF
Stock pursuant to Paragraph 4, all DSUs not yet paid out shall be immediately
paid out to the Grantee in the form of shares of Stock.
7.
RECAPITALIZATION.
IN THE EVENT OF ANY CHANGE IN THE
CAPITALIZATION OF THE COMPANY SUCH AS A STOCK SPLIT OR A CORPORATE TRANSACTION
SUCH AS ANY MERGER, CONSOLIDATION, SEPARATION, OR OTHERWISE, THE NUMBER AND
CLASS OF DSUS SUBJECT TO THIS AGREEMENT MAY BE EQUITABLY ADJUSTED BY THE
ADMINISTRATOR, IN ITS SOLE DISCRETION, TO PREVENT DILUTION