EXHIBIT 10.1
[Form of Restricted Stock Award Agreement under the 2005 Equity Incentive Plan
(Non-Employee Director)]
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE
KENEXA CORPORATION 2005 EQUITY INCENTIVE PLAN
THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made by and between
Kenexa Corporation, a Pennsylvania corporation, (the "Company") and [GRANTEE]
(the "Grantee").
WHEREAS, the Company maintains the Kenexa Corporation 2005 Equity Incentive Plan
(the "Plan") for the benefit of its employees, directors, consultants, and other
individuals who provide services to the Company; and
WHEREAS, the Plan permits the grant of Restricted Stock; and
WHEREAS, to compensate the Grantee for his service to the Company as a director
and to further align the Grantee's financial interests with those of the
Company's stockholders, the Company desires to award the Grantee a number of
Shares, subject to the restrictions and on the terms and conditions contained in
the Plan and this Agreement.
NOW, THEREFORE, in consideration of these premises and the agreements set forth
herein, the parties, intending to be legally bound hereby, agree as follows:
1.
AWARD OF RESTRICTED SHARES.
THE COMPANY HEREBY AWARDS THE
GRANTEE 2,700 SHARES OF RESTRICTED STOCK, SUBJECT TO THE RESTRICTIONS AND THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT (THE "RESTRICTED SHARES").
THE
TERMS OF THE PLAN ARE HEREBY INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE,
AS THOUGH FULLY SET FORTH HEREIN.
EXCEPT AS OTHERWISE PROVIDED HEREIN,
CAPITALIZED TERMS HEREIN WILL HAVE THE SAME MEANING AS DEFINED IN THE PLAN.
2.
VESTING OF RESTRICTED SHARES.
THE RESTRICTED SHARES ARE SUBJECT
TO FORFEITURE TO THE COMPANY UNTIL THEY BECOME NONFORFEITABLE IN ACCORDANCE WITH
THIS SECTION 2.
WHILE SUBJECT TO FORFEITURE, THE RESTRICTED SHARES MAY NOT BE
SOLD, PLEDGED, ASSIGNED, OTHERWISE ENCUMBERED OR TRANSFERRED IN ANY MANNER,
WHETHER VOLUNTARILY OR INVOLUNTARILY BY THE OPERATION OF LAW.
(A)
VESTING BASED ON CONTINUED SERVICE.
ONE HUNDRED PERCENT (100%) OF
THE RESTRICTED SHARES WILL BECOME NONFORFEITABLE ON THE DATE IMMEDIATELY
PRECEDING THE COMPANY'S 2008 ANNUAL MEETING OF SHAREHOLDERS, PROVIDED THAT THE
GRANTEE HAS REMAINED IN CONTINUOUS SERVICE WITH THE COMPANY OR A SUBSIDIARY
THROUGH SUCH DATE.
(B)
VESTING UPON CHANGE IN CONTROL.
NOTWITHSTANDING SECTION 2(A), IF
A CHANGE IN CONTROL OCCURS AND THE GRANTEE REMAINS IN CONTINUOUS SERVICE TO THE
COMPANY THROUGH THE DATE OF THAT CHANGE IN CONTROL, ALL OF THE RESTRICTED SHARES
WILL BECOME NONFORFEITABLE IMMEDIATELY PRIOR TO (AND CONTINGENT ON) THE
OCCURRENCE OF THAT CHANGE IN CONTROL.
(C)
UNVESTED SHARES FORFEITED UPON CESSATION OF SERVICE.
UPON ANY
CESSATION OF THE GRANTEE'S SERVICE WITH THE COMPANY (WHETHER INITIATED BY THE
COMPANY, GRANTEE OR OTHERWISE): (I) ANY RESTRICTED SHARES THAT ARE NOT THEN
NONFORFEITABLE WILL IMMEDIATELY AND
AUTOMATICALLY, WITHOUT ANY ACTION ON THE PART OF THE COMPANY, BE FORFEITED, AND
(II) THE GRANTEE WILL HAVE NO FURTHER RIGHTS WITH RESPECT TO THOSE SHARES.
3.
ISSUANCE OF SHARES.
(A)
THE COMPANY WILL CAUSE THE RESTRICTED SHARES TO BE ISSUED IN THE
GRANTEE'S NAME EITHER BY BOOK-ENTRY REGISTRATION OR ISSUANCE OF A STOCK
CERTIFICATE OR CERTIFICATES.
(B)
WHILE THE RESTRICTED SHARES REMAIN