The following form of Restricted Stock Agreement was entered into with executive
officers as follows:
<TABLE>
<CAPTION>
Individual Number of Shares Vesting Date
---------- ---------------- ------------
<S> <C> <C>
Clayton F. Moran 50,000 September 25, 2001
Edwin B. Read 125,000 September 28, 2001
</TABLE>
VDC COMMUNICATIONS, INC.
------------------------
FORM OF RESTRICTED STOCK AGREEMENT
----------------------------------
Date of Grant: , 2000
---
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") made by and between
VDC COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the
"Company"), and (hereinafter called the "Employee") is made as of the
----------
above date under the VDC Communications, Inc. 1998 Stock Incentive Plan, as
amended from time to time, (the "Plan").
WHEREAS, pursuant to the provisions of the Plan, the Company's Board of
Directors (the "Board") has taken action effective pursuant to which action
----
the Employee became eligible to receive a Restricted Stock Award in accordance
with the Plan and subject to the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, and
in consideration of the covenants set forth herein, hereby agree as follows:
1. The Board hereby grants to the Employee a Restricted Stock
Award for shares of Company common stock, par value $.0001 per share
------
(the "Shares"), in accordance with the Plan and subject to the terms and
conditions set forth herein.
2. The Company shall deliver to Employee a copy of a certificate
for the Shares registered in the name of Employee.
3. The Shares may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or disposed of, except as
described in the Plan, to the extent then subject to the Forfeiture Restrictions
(as hereinafter defined), and in the event of termination of Employee's
employment with the Company or employing Subsidiary (as defined in the Plan):
(i) for Cause (as defined in the Plan) or (ii) due to the Employee's
resignation, the Employee shall, for no consideration, forfeit to the Company
all Shares to the extent then subject to the Forfeiture Restrictions and the
Company shall immediately be authorized to surrender the Shares to the Company'
1
<PAGE>
transfer agent for cancellation. The prohibition against transfer and the
obligation to forfeit and surrender Shares to the Company upon termination of
employment are herein referred to as "Forfeiture Restrictions." The Forfeiture
Restrictions shall be binding upon and enforceable against any transferee of
Shares.
4. The Forfeiture Restrictions shall lapse as to the Shares
provided that Employee has been continuously employed by the Company or one of
its Subsidiaries (as defined in the Plan) from the date of this Agreement
through .
-----------
5. In no case will this Agreement result in Employee being vested
in (or becoming eligible to become vested in) more than a total of Shares.
-----
6. At such time as any Shares vest under this Agreement, the
Company shall issue the certificate referenced in paragraph 1 above (or any
certificate issued in its place) to the Employee (reduced by any Shares withheld
for taxes pursuant to the Plan, if so permitted by the Plan Administrator). The
Company shall not be obligated to issue or deliver any Shares if the issuance or
delivery thereof shall constitute a violation of any provision of any law or of
any regulation of any government authority or national securities exchange.
7. The original of any certificate for unvested Shares issued
pursuant to this Agreement shall, until any of such Shares become vested, remain
in the custody of the Company.
8. Employee agrees that the Shares will not be sold or otherwise
disposed of in any manner which would constitute a violation of any applicable
federal or state securities laws. Employee also agrees: (i) that the
certificates representing the Shares may bear such legend or legends as the
Company deems appropriate in order to assure compliance with applicable
securities laws or this Agreement; (ii) that the Company may refuse to register
the transfer of the Shares on the stock transfer records of the Company which
constitute a violation of any applicable securities law or this Agreement; and
(iii) that the Company may give related instructions to its transfer agent, if
any, to stop registration of the transfer of the Shares.
9. In the event that any withholding for tax purposes is
required or elected upon vesting of any Shares pursuant to this Agreement and
the applicable section of the Plan, and provided further that the withholding of
Shares has been approved by the Plan Adminstrator, the Company will withhold in
Shares that number of whole shares with a Fair Market Value (as determined under
the Plan) which is as nearly equal to but less than the amount of tax required
to be withheld, and will remit in cash the Fair Market Value (as determined
under the Plan) of Shares so withheld to satisfy such withholding requirements
(along with any cash required of Employee pursuant to the applicable section of
the Plan).
10. All Shares subject to this Agreement shall have become vested
if at all, on or before , on which date this Agreement shall terminate
--------
2
<PAGE>
and any Shares subject to this Agreement and unvested at the date shall, without
any action on the part of Employee, be transferred to the Company for its use
and ownership.
11. In addition to the vesting provisions stated in this
Agreement, the Shares subject to this Agreement shall immediately vest upon
termination of Employee without Cause (as defined in the Plan) or upon a Change
in Control Event (as defined in the Plan).
12. For purposes of this Agreement, Employee shall be considered
to be in the employment of the Company as long as Employee remains an employee
of either the Company or any successor corporation or a parent or Subsidiary (as
defined in the Plan) of the Company or any successor corporation. Any question
as to whether and when there has been a termination of such employment, and the
cause of such termination, shall be determined by the Board, or its delegate, as
appropriate, and its determination shall be final.
13. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut.
14. All controversies or claims arising out of or relating to
this Agreement shall be determined by binding arbitration applying the laws of
the State of Connecticut and the rules of the American Arbitration Association
applicable to the Commercial Panel, except that there shall only be one (1)
arbitrator. Any such arbitration shall be conducted at the Company's offices in
Greenwich, Connecticut, or at such other location designated by the Company,
before the American Arbitration Association (the "AAA"). Each party to the
arbitration shall bear the cost of preparing and presenting its own case. The
cost of the arbitration, including the fees and expenses of the arbitrator(s),
shall be shared equally by the parties thereto unless the award otherwise
provides.
15. The Company does not make any representations or warranties
regarding the current or future value of the Shares.
16. Capitalized terms not defined in this Agreement have the
meaning assigned to them in the Plan.
Witness the signatures of the parties effective the day first written
above.
ATTEST: VDC COMMUNICATIONS, INC.
By
---------------------------------- ----------------------------------
Frederick A. Moran
Chief Executive Officer
3
<PAGE>
WITNESS:
---------------------------------- ----------------------------------
4
