WITH THE RESTRICTED SHARES.
THE GRANTEE HAS HAD THE OPPORTUNITY TO
REVIEW WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE GRANTEE IS
RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF
THE COMPANY OR ANY OF ITS AGENTS.
THE GRANTEE UNDERSTANDS THAT THE GRANTEE (AND
NOT THE COMPANY) SHALL BE RESPONSIBLE FOR THE GRANTEE'S OWN TAX LIABILITY THAT
MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
8.
THE PLAN.
THIS AWARD OF RESTRICTED SHARES IS SUBJECT TO, AND THE
GRANTEE AGREES TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THE PLAN, AS
SUCH PLAN MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS
THEREOF.
PURSUANT TO THE PLAN, THE BOARD IS AUTHORIZED TO ADOPT RULES AND
REGULATIONS NOT INCONSISTENT WITH THE PLAN AS IT SHALL DEEM APPROPRIATE AND
PROPER.
A COPY OF THE PLAN IN ITS PRESENT FORM HAS BEEN PROVIDED TO THE GRANTEE
AND IS ALSO AVAILABLE FOR INSPECTION DURING BUSINESS HOURS BY THE GRANTEE AT THE
COMPANY'S PRINCIPAL OFFICE.
ALL QUESTIONS OF THE INTERPRETATION AND APPLICATION
OF THE PLAN AND THE GRANTEE SHALL BE DETERMINED BY THE BOARD AND ANY SUCH
DETERMINATION SHALL BE FINAL, BINDING AND CONCLUSIVE.
9.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE PLAN, AND
OTHER EXHIBITS ATTACHED THERETO OR HERETO, REPRESENTS THE ENTIRE AGREEMENT
BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS
DISCUSSIONS, UNDERSTANDINGS OR ANY AGREEMENTS OF ANY NATURE, WRITTEN OR
OTHERWISE, RELATING TO THE SUBJECT MATTER HEREOF..
10.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE APPLICATION
OF THE PRINCIPLES OF CONFLICTS OF LAWS.
11.
AMENDMENT.
THIS AGREEMENT MAY ONLY BE AMENDED PURSUANT TO THE
TERMS OF THE PLAN.
12.
EXECUTION.
THIS AGREEMENT MAY BE EXECUTED, INCLUDING EXECUTION BY
FACSIMILE SIGNATURE, IN ONE OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED
AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME
INSTRUMENT.
[This space left blank intentionally; signature page follows.]
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IN WITNESS WHEREOF, the Company's duly authorized representative and the Grantee
have each executed this Restricted Stock Award Agreement on the date indicated
below, respectively.
KENEXA CORPORATION
_______________________________
By:
Title:
Date: __________________________
[GRANTEE]
Signature: _______________________
Date: ____________________________
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